Item 8.01 Other Events.
On December 29, 2022, Visa Inc. (the "Company") authorized the deposit of $350
million into the litigation escrow account previously established under the
Company's U.S. retrospective responsibility plan (the "Plan"). Under the terms
of the Plan, when the Company funds the U.S. litigation escrow account, the
value of the Company's class B common stock - which are held exclusively by U.S.
financial institutions and their affiliates and successors - are subject to
dilution through a downward adjustment to the conversion rate of the shares of
class B common stock to shares of class A common stock. This deposit resulted in
the decrease in the conversion rate applicable to the Company's class B common
stock from 1.6059 to 1.5991, effective as of December 29, 2022.
The conversion rate adjustment has the same effect on earnings per share as
repurchasing the Company's class A common stock. The number of as-converted
class B common stock share count was reduced by approximately 1,673,532 from
394,274,796 to 392,601,264. The deposit and conversion rate adjustment
calculations were conducted in accordance with the Company's certificate of
incorporation using the volume-weighted average price over the four-day pricing
period from December 29, 2022 through January 4, 2023.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
VISA, INC. 
