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VVisa Inc.

Financials · Business Services · NYSE
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The 10-K against last year's

207 changes: 42 added, 47 removed, 117 reworded, 1 quiet changes

10-K Nov 5, 2026 vs Nov 6, 2025
Risk FactorsRedline ↓
56.1%
of the text changed · 9,721 words now
22.5%
of the text changed · 6,665 words now
Legal ProceedingsRedline ↓
18.6%
of the text changed · 5,909 words now
Accounting PoliciesRedline ↓
10.1%
of the text changed · 4,977 words now

10-K 0001403161-26-000134 (2026-11-05) vs 10-K 0001403161-25-000089 (2025-11-06)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 299 words changed in this paragraph; it is 31% similar to last year's version.
In particular, the adoption The deployment and use of agentic commerce, in which autonomous AI agents initiate may also present technical, operational and execute transactions on behalf of users, presents novel and complex regulatory, privacy and cybersecurity risks. Legal frameworks governing such autonomous agents remain nascent, with limited direct guidance specific to payments. compliance challenges. The interplay between payments regulations, data privacy laws and evolving AI regulations may create uncertainty around compliance obligations and potential liability exposure as more participants (including sellers, fintechs, AI developers and enablers) enter the agentic commerce ecosystem. The market is still assessing how regulators may apply existing consumer protection and other laws in the context of AI. For example, as agentic commerce solutions scale, we may see increased instances of erroneous or disputed payments, increased chargebacks and reputational harm. Furthermore, reliance on agentic AI introduces challenges in monitoring cross-border, prohibited or high-risk transactions, where conflicting regulatory requirements may apply. The fragmented regulatory landscape for emerging technologies such as AI and inconsistent requirements across legal frameworks may amplify difficulties in identifying, preventing or mitigating risk with a single global approach, potentially increasing our compliance costs or stratifying our ability to leverage certain data or technologies for innovation. For instance, the EU has adopted a comprehensive AI Act that establishes established harmonized rules across Europe, with key provisions for most high-risk AI systems taking effect in August 2026. Meanwhile, 2027. In the U.S., several U.S. states, including California, Colorado and Utah, states have adopted AI-specific frameworks or are considering applying existing consumer and data protection laws to regulate AI. Depending on how these different regulations are interpreted and enforced, they may limit the our ability to develop and deploy AI systems or significantly increase associated compliance costs. Our development and implementation The introduction of governance frameworks aimed at complying with emerging laws and regulations applicable new or modified data use cases involving confidential or personal information, including through AI-enabled technologies, may result in sensitive data being exposed to our AI and machine learning systems may not be successful unauthorized access, exfiltration or retention by third-party providers, replicated into weakly governed derivative stores, or transferred across jurisdictions in mitigating all of these emerging risks. ways that raise data

Source: Item 1A, 10-K 0001403161-26-000134 vs Item 1A, 10-K 0001403161-25-000089

Accounting Policies 126 words changed in this paragraph; it is 48% similar to last year's version.
Income taxes. The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized to reflect the future tax consequences attributable to for temporary differences between the financial statement carrying amounts and the respective tax basis of existing assets and liabilities, and operating loss and credit carryforwards. Deferred tax assets and liabilities are measured carryforwards using enacted tax laws and rates expected to be applied to taxable income in apply when the periods in which those temporary differences amounts are expected to be recovered realized or settled. In assessing whether deferred Deferred tax assets are realizable, management considers whether reduced by a valuation allowance when, based on available evidence, including qualifying tax planning strategies, it is more likely than not that some portion or all of the deferred tax assets will not be realized. A valuation allowance is recorded for the portions that are not expected to be realized based on the level of historical taxable income, projections of future taxable income over the periods in which the temporary differences are deductible, and qualifying tax planning strategies.

Source: Item 8, Note 1 – Summary of Significant Accounting Policies, 10-K 0001403161-26-000134 vs Item 8, Note 1 – Summary of Significant Accounting Policies, 10-K 0001403161-25-000089

MD&A 123 words changed in this paragraph; it is 34% similar to last year's version.
Dividends. Common stock repurchases. During fiscal 2025, 2026, we declared and paid $4.6 billion in dividends to holders repurchased shares of our common and preferred stock. On October 28, 2025, our board of directors declared a quarterly cash dividend of $0.67 per share of class A common stock (determined in the case open market for $20.5 billion. As of all other outstanding common and preferred stock on an as-converted basis). We expect to continue paying quarterly dividends in cash, September 30, 2026, our share repurchase programs had remaining authorized funds of $24.4 billion. Share repurchases will be executed at prices we deem appropriate subject to approval by the board of directors. various factors, including market conditions and our financial performance, and may be effected through accelerated share repurchase programs, open market purchases or privately negotiated transactions, including through Rule 10b5-1 plans. See Note 15—Stockholders’ Equity to our consolidated financial statements included in Item 8 of this report.

Source: Item 7, 10-K 0001403161-26-000134 vs Item 7, 10-K 0001403161-25-000089

Legal Proceedings 107 words changed in this paragraph; it is 67% similar to last year's version.
On June 17, 2020, the Supreme Court of the United Kingdom UK found that Visa’s UK domestic interchange before the introduction of the Interchange Fee Regulation (IFR) restricted competition, a case which was subsequently settled. On November 26, 2021, the UK Competition Appeal Tribunal (CAT) found that the question of whether domestic interchange fees are a restriction of competition after the introduction of the IFR, along with inter-regional and commercial interchange fees across all time periods, would need to be resolved at trial. The trial, a ruling that was subsequently affirmed by the UK Court of Appeal affirmed the CAT’s ruling, and in February and March 2024, the CAT held Appeal. Following a trial to consider whether certain interchange rates are a restriction of competition. In April 2025, the CAT completed a trial regarding the extent to which interchange fees were passed 2024 trial, on by acquirers and merchants. On June 25, 27, 2025, the CAT issued a decision finding that certain interchange rates restrict competition under UK competition law, and Visa which has sought permission from been appealed. Following a 2025 trial, on February 18, 2026, the UK Court of Appeal to appeal CAT issued a decision finding that decision. merchants, except in certain categories, did not pass on interchange. The decision is being appealed.

Source: Item 3, via Note 20 – Legal Matters, 10-K 0001403161-26-000134 vs Item 3, via Note 20 – Legal Matters, 10-K 0001403161-25-000089

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of V's Risk Factors and MD&A, 10-K 2026-11-05 against 10-K 2025-11-06. Each links to the text at sec.gov.

AddedRisk Factors
In addition to the other information contained in this report, you should carefully consider the following material risk factors that could affect the Company’s business, financial condition, results of operations and/or stock price. The disclosures in this section reflect the Company’s current beliefs and opinions regarding factors that could materially and adversely affect the Company and its securities in the future. References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.

Read it in 10-K 2026-11-05 at sec.gov ↗

AddedRisk Factors
The risks and uncertainties the Company faces are not limited to those described below. You should not consider any descriptions of these risk factors to be a complete set of all potential risks that could affect the Company. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect the Company.

Read it in 10-K 2026-11-05 at sec.gov ↗

AddedRisk Factors
Regulators worldwide are expanding their authority over the payments industry, including IRFs, MDRs, network fees, operating rules, and related practices. See Item 1—Government Regulation of this report for more information. Although we generally do not receive IRF revenue directly, IRFs are a key competitive factor that affects our overall payments volume and net revenue.

Read it in 10-K 2026-11-05 at sec.gov ↗

AddedRisk Factors
•U.S. Federal Reserve regulations cap U.S. debit IRFs for large issuers, and the Dodd-Frank Act restricts network exclusivity and preferred routing for debit and prepaid products. The Federal Reserve has recently

Read it in 10-K 2026-11-05 at sec.gov ↗

AddedRisk Factors
taken actions to revisit its regulations that implement these aspects of the Dodd-Frank Act, including requiring issuers to ensure dual-network availability for ecommerce debit transactions and proposing further rate reductions with automatic biennial adjustments. Recent conflicting federal court decisions on the validity of Regulation II's interchange fee standard have created additional uncertainty and could result in a significantly lower interchange cap for debit transactions. Separately, Congress has reintroduced the Credit Card Competition Act (CCCA), legislation requiring, among other things, large issuers to offer routing choices for credit transactions. It remains unclear if the CCCA will gain sufficient traction to advance in the current Congress. States such as Illinois have enacted or are considering laws restricting how interchange is set and assessed and how payment transaction data may be used, potentially imposing significant compliance and operational costs, requiring significant changes to our systems and processes, and even potentially limiting the products and services we are able to offer in those states.

Read it in 10-K 2026-11-05 at sec.gov ↗

AddedRisk Factors
•EU’s Interchange Fee Regulation caps consumer credit and debit IRFs for transactions within the EEA. Member states may impose further reductions, and the European Commission (EC) may periodically reassess Interchange Fee Regulations, which could further lower caps or expand regulation to additional products, services and fees.

Read it in 10-K 2026-11-05 at sec.gov ↗

AddedRisk Factors
•Regulatory interest in cross-border interchange rates continues to grow and governments are using regulation to drive down MDR, which could negatively affect transaction economics. Our EC settlement in 2019, which was extended through 2029, limits certain cross-border IRFs within the EEA. Additional jurisdictions have adopted or proposed cross-border interchange caps or cross-border MDR regulations.

Read it in 10-K 2026-11-05 at sec.gov ↗

Show the other 13
AddedRisk Factors
Certain regulators are reviewing or have passed requirements relating to network scheme and processing fees, including with respect to governance, reporting and transparency that could impose additional compliance burdens and competitive complexities where the requirements are not imposed evenly across all payment networks. For example, in 2024, the Greek Parliament limited acquirer fees for certain small ticket transactions in some seller categories for a period of three years. Separately, industry participants in multiple jurisdictions have sought regulatory or judicial intervention regarding our network rules, including restrictions on cross-border acquiring. Certain countries have enacted regulations permitting cross-border acquiring for ecommerce. Other countries require government pre-approval of network rule changes more broadly. Government regulation may also require us to permit competing networks to support our products, share intellectual property, meet onshore capital requirements, or accommodate other networks' branding on Visa-issued products.

Read it in 10-K 2026-11-05 at sec.gov ↗

AddedRisk Factors
In addition, regulatory developments in one jurisdiction or product category may be replicated elsewhere or extended to other products. Reduced IRFs may make our network less attractive to issuers and acquirers and may make other payment systems including closed-loop payment systems that connect directly with sellers and consumers more competitive. Issuers may respond by raising fees or reducing benefits to consumers, and acquirers may charge higher MDRs regardless of our IRFs, steering sellers and consumers toward alternative payment methods, all of which could harm our business and financial results.

Read it in 10-K 2026-11-05 at sec.gov ↗

AddedRisk Factors
Governments in numerous jurisdictions seek to strengthen domestic control over payments infrastructure and reduce reliance on international payment providers like Visa, through market access barriers, preferential domestic regulations, localization requirements and support for domestic systems. These measures impair the ability of international payments networks to compete and may prevent end-to-end transaction processing in certain markets.

Read it in 10-K 2026-11-05 at sec.gov ↗

AddedRisk Factors
•In China, UnionPay remains the predominant domestic processor and acceptance network for bank cards. The People’s Bank of China (PBOC) accepted our application to operate a Bank Card Clearing Institution (BCCI) in June 2020, and approved our Application to Prepare in October 2026, which permits us to begin formal preparations to establish a domestic BCCI. We must take additional steps, including obtaining further regulatory approval, before we can begin domestic bank card clearing operations. There can be no assurance that we will receive this approval, and its timing is uncertain. Co-badging and co-residency regulations limit our competitive position, and the PBOC is considering phasing out dual-branded cards as international licenses are issued. Even if we receive approval to begin operations, competition from UnionPay and alternative payment providers such as Alipay and WeChat Pay, which have rapidly expanded across ecommerce, offline and cross-border payments, poses significant challenges.

Read it in 10-K 2026-11-05 at sec.gov ↗

AddedMD&A
Acquisitions. In August 2026, we entered into a definitive agreement to acquire BioCatch, a leading provider of behavioral-first, multi-signal fraud intelligence, for $2.4 billion in cash. This acquisition is subject to customary closing conditions, including applicable regulatory approvals.

Read it in 10-K 2026-11-05 at sec.gov ↗

AddedMD&A
Net revenue increased in fiscal 2026 over the prior year primarily due to the growth in nominal cross-border volume, processed transactions and nominal payments volume, partially offset by higher client incentives. Volume growth was driven primarily by continued resilience in consumer spending and ongoing expansion in digital commerce. Cross-border volume growth was supported by cross-border ecommerce and travel-related activity. Nominal payments volume growth of 10% was supported by broad-based growth across both credit and debit spending, with ecommerce continuing to grow faster than face-to-face spend. We expect that the ongoing shift toward digital commerce and electronic payments will continue; however, the extent to which these trends support volume increases will depend on a number of factors, including consumer spending levels and broader macroeconomic conditions.

Read it in 10-K 2026-11-05 at sec.gov ↗

AddedMD&A
Growth across the value-added services portfolios in fiscal 2026 over the prior year was primarily driven by increases in underlying business drivers, including client consulting and marketing engagements, processed transactions and number and mix of payment credentials; and pricing. Client consulting engagements increased approximately 30% over the prior year. Demand for marketing services increased over the prior year primarily due to sponsorship events, including the FIFA World Cup 2026TM and the Olympic and Paralympic Winter Games Milano Cortina 2026. Processed transactions increased 9% and payment credentials increased 6% over the prior year.(2)

Read it in 10-K 2026-11-05 at sec.gov ↗

AddedMD&A
In fiscal 2026, the OECD introduced a side-by-side safe harbor that, if elected and implemented in applicable local jurisdictions, provides qualifying U.S. parented groups relief from certain provisions of the global minimum tax rules. The safe harbor does not eliminate local minimum taxes applicable to foreign subsidiaries. We continue to monitor legislative and administrative developments and assess the potential tax impact on future years.

Read it in 10-K 2026-11-05 at sec.gov ↗

AddedMD&A
Cash, cash equivalents and investments. As of September 30, 2026, our cash and cash equivalents balance was $12.9 billion and primarily consisted of cash and money market funds. As of September 30, 2026, our available-for-sale debt securities balance was $850 million and consisted of debt securities issued by the U.S.

Read it in 10-K 2026-11-05 at sec.gov ↗

AddedMD&A
Acquisitions. In August 2026, we entered into a definitive agreement to acquire BioCatch, a leading provider of behavioral-first, multi-signal fraud intelligence, for $2.4 billion in cash. This acquisition is subject to customary closing conditions, including applicable regulatory approvals.

Read it in 10-K 2026-11-05 at sec.gov ↗

AddedMD&A
The Central Bank of Brazil has adopted regulations applicable to payment networks like Visa that impose enhanced prudential requirements, including requirements that would obligate Visa to absorb certain settlement related losses for certain transactions involving sellers in Brazil when settlement failures occur and our risk mitigation measures do not fully protect against the resulting exposure. The evolving regulatory landscape and the new regulatory framework create additional risk, uncertainty and operational challenges for Visa. In response to these regulations, we have submitted to the Central Bank of Brazil enhanced operating rule provisions, which, when approved, are expected to increase our settlement exposure and related collateral requirements. We are updating our processes and risk management protocols to comply with these requirements and mitigate our exposure.

Read it in 10-K 2026-11-05 at sec.gov ↗

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