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
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
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 ↗
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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
(2) Growth is calculated based on payment credentials as of June 30, 2026 and 2025 as reported by our financial institution clients.
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
We exclude the following from our GAAP financial results to arrive at our non-GAAP financial results:
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 ↗