Added10-Q 2026-07-29 vs 10-K 2025-11-06
The table below presents our purchases of class A common stock for the three months ended June 30, 2026:
VVisa Inc.
Visa is one of the world’s leaders in digital payments. 10-K, Item 1
- Employees
- 34,800
- Headquarters
- San Francisco, CA
- CEO
- Ryan McInerney
- Next results
- around Jan 28, 2027
33 paragraphs in Risk Factors of the 10-K filed Nov 5, 2026 with nothing like them in the 10-K filed Nov 6, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 75 Financials companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
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.
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 in the 10-K ↗
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.
Countries globally have adopted or are exploring interchange caps or MDR regulations. For example:
•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
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.
•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.
•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.
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.
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 in the 10-K ↗
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.
•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.
•Some regional blocs or countries have adopted or are considering restrictions on international and/or U.S. payment network participation in domestic and regional transaction processing, while some countries have mandated on-shore processing of domestic transactions or data localization. Failure to comply with localization mandates could impact our ability to do business in those markets.
Read in the 10-K ↗
•Geopolitical tensions, sanctions, trade disputes, and concerns regarding the resilience and continuity of critical payments infrastructure have intensified interest in payment sovereignty in a number of jurisdictions. As a result, certain governments may support the development of domestic or regional payment systems, require additional localization, operational resiliency, processing continuity or other measures intended to reduce dependence on international payment providers like Visa. For example, the ECB has launched the European Payments Initiative's pan-European A2A payment system and a multi-year effort to explore a digital euro, as an alternative to foreign digital currency and payment service providers.
National laws protecting domestic providers or mandating local processing continue to evolve in the face of geopolitical developments, may increase costs; affect our ability to effectively compete with local providers, reduce payments volume and net revenue; limit our ability to leverage global processing capabilities; restrict growth, innovation, and market entry; and create new competitors, all of which could materially harm our business and financial results.
Read in the 10-K ↗
Legislators and regulators worldwide are increasingly adopting or revising privacy, data protection, data transfer, cybersecurity and AI laws, creating a complex, fragmented, evolving and often inconsistent global compliance landscape. Privacy laws in numerous jurisdictions, impose specific requirements for cross-border data transfers, transparency, automated decision making, data localization and substantial compliance and audit obligations. In Europe, data protection authorities continue to enforce the General Data Protection Regulation with record-setting fines. Similarly, new cybersecurity laws and regulations continue to come into force globally, and Visa continues to enter new markets where certain services are subject to new cybersecurity legal requirements. These laws and regulations often impose both specific cybersecurity control and governance requirements as well as incident reporting obligations. As we develop more integrated and personalized products and services, acquire new companies and expand our data profile across additional data types, sources, channels and partners, the impact of these laws on our business will continue to grow. Noncompliance with any of these regimes could result in regulatory penalties, significant legal liability and enforcement actions.
Our and our partners’ use of AI across data platforms, data storage, data transfer, products, services, and operational processes depends in part on third-party tools, models and infrastructure that we do not fully control. These technologies may process confidential, proprietary, sensitive or personal information and may introduce or amplify cybersecurity, data governance, privacy, data residency, sovereignty, licensing and operational risks. We are subject to an increasingly fragmented and expanding set of laws governing the development, procurement, deployment and use of AI technologies. Risks associated with the development and procurement of AI include intellectual property, data collection, third-party and training data risks, as well as risks relating to the security, integrity and performance of third-party AI models, including open-source models. Our reliance on third-party AI tools, models, infrastructure and data processing environments may further limit our ability to monitor, control or remediate how confidential or personal information is accessed, retained, used, transferred or secured.
The deployment and use of AI may also present technical, operational and compliance challenges. The EU AI Act established harmonized rules across Europe, with key provisions for most high-risk AI systems taking effect in 2027. In the U.S., several states have adopted AI-specific frameworks or are applying existing consumer and data protection laws to regulate AI. Depending on how these regulations are interpreted and enforced, they may limit our ability to develop and deploy AI systems or significantly increase compliance costs. The introduction of new or modified data use cases involving confidential or personal information, including through AI-enabled technologies, may result in sensitive data being exposed to unauthorized access, exfiltration or retention by third-party providers, replicated into weakly governed derivative stores, or transferred across jurisdictions in ways that raise data
residency, sovereignty and licensing concerns. The risk of inadvertent disclosure of confidential information or personal data through AI utilization may also attract stronger regulatory scrutiny and enforcement.
The emergence of agentic commerce, in which autonomous AI agents initiate and execute transactions on behalf of users, presents novel regulatory, privacy, cybersecurity and fraud risks. Legal frameworks governing autonomous agents remain nascent, and the interplay between payments regulations, data privacy laws and evolving AI rules creates uncertainty around compliance obligations and liability exposure. As agentic commerce scales, there could be increased instances of unauthorized, erroneous or disputed payments, or fraud. Agentic commerce may also introduce challenges in monitoring cross-border, prohibited or high-risk transactions subject to conflicting regulatory requirements.
The global proliferation of privacy, cybersecurity and AI regulation requires us to continuously monitor and adapt our privacy, cybersecurity, data use and AI management, governance and compliance practices. Our development and implementation of governance frameworks aimed at complying with fragmented and emerging laws and regulations applicable to these areas may not be successful to mitigate all of these emerging risks. If our AI-enabled data practices are, or are perceived to be, inadequately governed, inaccurate or non-compliant, we could face reputational harm, regulatory scrutiny, enforcement actions or legal claims. Failure to adapt our data governance practices to keep pace with evolving AI technologies, data processing practices, cybersecurity threats, and regulatory requirements could harm our ability to compete, decrease the value of our products and services to clients, and adversely affect our future growth.
Read in the 10-K ↗
The global payments industry is intensely competitive and rapidly evolving. Our core products compete with cash, checks, electronic payments, digital currencies and other payments networks, including closed-loop systems, digital wallets, alternative payments providers, and government-backed payment platforms. Competitors include established financial institutions, fintechs, technology companies operating across ecommerce, social media and mobile channels, and governments developing or operating national RTP networks and other payment systems. See Item 1—Competition for more information.
Our competitors may develop superior technology, achieve broader brand recognition, offer more innovative products or provide more favorable pricing. Even where we successfully adapt to new payment methods, the financial terms of those services may be less favorable. The rapid advancement of AI, including GenAI and agentic AI, intensifies competitive pressure in two key ways: first, competitors may use AI to enhance customer experiences, accelerate innovation, improve personalization, and create new payment and commerce experiences that drive adoption; and second, competitors may deploy AI internally to improve productivity, automate workflows, reduce costs and accelerate product development, potentially creating structural efficiency advantages. As AI-enabled commerce continues to evolve, digital wallets, software platforms, agentic commerce experiences, mobile applications and other technologies may increasingly influence payment initiation, credential selection and seller choice. Companies that control these customer interfaces may gain greater influence over the payments ecosystem and the flow of transaction data. As a result, AI may further reshape the competitive landscape in ways that are difficult to predict. Certain competitors, including American Express, Discover (owned by Capital One), private-label networks and alternative systems such as Alipay and WeChat Pay, operate closed-loop systems with direct connections to both sellers and consumers. These models may prove more adaptable to regulatory and technological developments. Industry participants may also withhold data used to power our solutions in order to support their own competing offerings, potentially reducing the effectiveness of our value-added services.
We and our competitors are developing or participating in alternative payment systems, including mobile payments, P2P services, RTP initiatives, ACH/direct debit solutions and cryptocurrency-based platforms, including stablecoin payments, that could reduce our role or disintermediate us from transaction processing. The enactment of the U.S. GENIUS Act in July 2025 and the EU's crypto-asset framework, along with emerging regulatory frameworks in other countries, provide increasing regulatory certainty for stablecoins, which could disrupt existing payment networks, particularly in cross-border, B2B, and currency-unstable markets. Industry participants may merge, form joint ventures, enter bilateral agreements, or create new competing services, migrate or steer account holders or clients to other networks, or bypass our network entirely. New or revised payment standards imposed by countries, regions or standard-setting organizations may impose additional costs or negatively impact the competitiveness of our products. We may need to adjust rules or pricing, or agree to terms that are less protective of our proprietary technology to remain competitive. Failure to anticipate or respond to the evolving competitive landscape could harm our business, financial results and prospects for growth.
Read in the 10-K ↗
Geopolitical trends towards nationalism, protectionism and restrictive visa requirements, as well as continued activity and uncertainty around economic sanctions, tariffs and trade restrictions, including restrictions on the cross-
Read in the 10-K ↗
and procedures used to obtain unauthorized access, or to disable or degrade systems change frequently, have become increasingly more complex and sophisticated, and may be difficult to detect for periods of time, we may not anticipate these acts or respond adequately or timely. New and emerging technologies, such as AI and quantum computing, could strengthen threat actor capabilities and cybersecurity risks in ways that are difficult to anticipate, detect or mitigate. For example, cybercriminals have increasingly demonstrated advanced capabilities, such as use of zero-day vulnerabilities, and rapid integration of new technology (such as GenAI and agentic AI) are being used by threat actors to create sophisticated attacks that are increasingly automated, targeted, coordinated and more difficult to defend against. Rapid adoption and novel uses of GenAI and agentic commerce across the marketplace may also introduce unique and unpredictable security risks to our systems, data and the payments ecosystem. Our own use and deployment of AI technologies could expand our cybersecurity attack surface, increasing exposure to breaches, fraud, unauthorized transactions and other vulnerabilities. For example, frontier AI labs have reported instances of AI agents conducting unauthorized cyber exploitation without direction. Such agents deployed by our Company, clients, partners, vendors, and others could circumvent cybersecurity controls and compromise our systems, data, operations and the payments ecosystem. Advances in quantum computing may introduce cryptography risks that could threaten the security of our information and systems or could require significant investment in technology to effectively mitigate these risks.
Read in the 10-K ↗
3 more
information about the cyber incident to our clients, partners and regulators, as well as to the public. In the event we are found to be out of compliance, we could be subject to monetary damages, civil and criminal penalties, litigation, investigations and proceedings, and damage to our reputation and brand.
Read in the 10-K ↗
•difficulty, expense or failure to adequately develop, maintain or integrate our acquired entities or joint ventures, including the development and retention of employees, clients or partners, the integration of employees, business cultures, operations, business systems and technologies, and the implementation of appropriate controls, procedures and policies, in some cases, across different cultures and languages;
Read in the 10-K ↗
•no person may beneficially own more than 15% of our class A common stock or 15% of our total outstanding common stock on an as-converted basis;
•no competitor or an affiliate of a competitor may hold more than 5% of our total outstanding common stock on an as-converted basis;
•the affirmative votes of the class B and C common stock and series A, B and C preferred stock are required for certain types of consolidations or mergers;
•our shareholders may not act by written consent and are subject to limitations on their ability to call special meetings (not less than 15% of the class A common stock outstanding, held continuously for at least one year); and
•certain litigation against us or our directors, officers or other employees can only be brought in the state of Delaware or the U.S. federal courts.
Read in the 10-K ↗
New in the latest 10-Q
16 paragraphs in the 10-Q filed Jul 29, 2026 with nothing like them in the 10-Q filed Apr 29, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
(1)No shares of class B-3 common stock were outstanding prior to the class B-1 and B-2 common stock exchange offer. See Note 11 - Stockholders’ Equity for further details.
Read in the 10-Q ↗
(3) For the nine months ended June 30, 2026, the Company recognized a $ 3 million reduction to accumulated income within stockholders’ equity related to conversion rate adjustments for its series B preferred stock.
Read in the 10-Q ↗
(2) As of June 30, 2026, the weighted-average interest rate for commercial paper outstanding was 3.77 %.
Read in the 10-Q ↗
(4) No shares of class B-3 common stock were outstanding prior to the class B-1 and B-2 common stock exchange offer. See class B-1 and B-2 common stock exchange offer below for further details.
Read in the 10-Q ↗
Class B-1 and B-2 common stock exchange offer. In May 2026, Visa accepted 3 million shares of class B-1 common stock and 120 million shares of class B-2 common stock tendered in the exchange offer. In exchange, Visa issued 61 million shares of class B-3 common stock and 23 million shares of class C common stock. The class B-1 and B-2 common shares exchanged have been retired. Future conversion rate adjustments for the class B-3 common stock will have four times and two times the impact compared to conversion rate adjustments for the class B-1 and B-2 common stock, respectively. Portions of the class C common stock received in the exchange offer are subject to temporary transfer restriction up to 90 days from the exchange offer acceptance date.
Read in the 10-Q ↗
(4) No shares of class B-3 common stock were outstanding prior to the class B-1 and B-2 common stock exchange offer. See Note 11 - Stockholders’ Equity for further details.
Read in the 10-Q ↗
(1) No shares of class B-3 common stock were outstanding prior to the class B-1 and B-2 common stock exchange offer. See Note 11 - Stockholders’ Equity for further details.
Read in the 10-Q ↗
In July 2026, the Company entered into sponsorship and software arrangements with aggregate future minimum payment commitments of approximately $ 820 million through fiscal 2035.
Read in the 10-Q ↗
On May 4, 2026, the U.S. Court of Appeals for the Second Circuit affirmed the district court’s decision denying motions for partial summary judgment filed by the Lanning and Camp Grounds plaintiffs and the Old Jericho plaintiffs. The Lanning and Camp Grounds plaintiffs and the Old Jericho plaintiffs subsequently filed respective petitions for panel rehearing or rehearing en banc, which were denied.
Read in the 10-Q ↗
Since July 2013, proceedings have been commenced by more than 1,200 Merchants (the capitalized term “Merchant”, when used in this section, means a Merchant together with subsidiary/affiliate companies that are party to the same claim) against Visa Europe, Visa Inc. and other Visa subsidiaries in the UK and other countries, primarily relating to interchange rates in Europe and, in some cases, relating to fees charged by Visa and certain Visa rules. They seek damages for alleged anti-competitive conduct in relation to one or more of the following types of interchange fees for credit and debit card transactions: UK domestic, other European domestic, intra-European Economic Area and/or other inter-regional. As of the filing date, Visa has settled the claims asserted by over 950
Read in the 10-Q ↗
Merchants, and there are over 100 Merchants with outstanding claims. In addition, merchants continue to threaten similar proceedings, and in some cases, the Company has entered into standstill agreements. While the amount of interchange being challenged could be substantial, these claims have not yet been filed and their full scope is not yet known. The Company anticipates additional claims in the future.
Read in the 10-Q ↗
On June 18, 2026, the German Federal Court of Justice requested a preliminary ruling from the European Court of Justice regarding questions relating to Visa’s jurisdictional challenges.
Read in the 10-Q ↗
On May 4, 2026, defendants filed an unopposed motion to stay pending resolution of the plaintiffs’ motion for partial summary judgment filed in MDL 1720. On May 11, 2026, the MDL Panel entered a Conditional Transfer Order transferring the case to MDL 1720, and plaintiffs have opposed the order.
Read in the 10-Q ↗
Other information
For the three months ended June 30, 2026, the following officers adopted a Rule 10b5-1 trading arrangement as defined in Regulation S-K Item 408, which is intended to satisfy the affirmative defense in Rule 10b5-1(c), as follows:
Read in the 10-Q ↗
(1) Each trading arrangement permits transactions through and including the earlier of (a) the completion of all sales or (b) the date listed in the table.
Read in the 10-Q ↗
No other officers or directors adopted and/or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement for the three months ended June 30, 2026.
Read in the 10-Q ↗
The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Jul 29, 2026 against Item 1A of the 10-K filed Nov 6, 2025.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
Read in the 10-Q ↗
For a discussion of the Company’s risk factors, see the information under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended September 30, 2025.
Added10-Q 2026-07-29 vs 10-K 2025-11-06
See Note 11 - Stockholders’ Equity to our unaudited consolidated financial statements for further discussion on our share repurchase programs.
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