Visa (V) Financial History

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…

The risks and uncertainties the Company faces are not limited to those described below.

As a global payments technology company, we are subject to complex and evolving regulations governing our operations, including, but not limited to, authorization, clearing and settlement activities.

We may also face differing rules and regulations across jurisdictions in areas such as interchange reimbursement rates, preferred routing, co-badging, domestic processing and localization requirements, currency conver…

Regulators worldwide are expanding their authority over the payments industry, including IRFs, MDRs, network fees, operating rules, and related practices.

Countries globally have adopted or are exploring interchange caps or MDR regulations.

•U.S.

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…

•EU’s Interchange Fee Regulation caps consumer credit and debit IRFs for transactions within the EEA.

•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.

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 bur…

In addition, regulatory developments in one jurisdiction or product category may be replicated elsewhere or extended to other products.

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 dom…

•In China, UnionPay remains the predominant domestic processor and acceptance network for bank cards.

•Some regional blocs or countries have adopted or are considering restrictions on international and/or U.S.

•Central banks in numerous countries are developing or expanding national RTP networks, with some exploring cross-border RTP connectivity.

•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.

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…

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 com…

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 co…

The deployment and use of AI may also present technical, operational and compliance challenges.

residency, sovereignty and licensing concerns.

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.

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.

We exercise significant judgment in the application of tax laws, which can be subject to uncertainty and differing interpretations, and make estimates that we believe to be reasonable in calculating our worldwide prov…

In addition, changes in existing laws, regulations or administrative guidance in the U.S.

The global payments industry is intensely competitive and rapidly evolving.

Our competitors may develop superior technology, achieve broader brand recognition, offer more innovative products or provide more favorable pricing.

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…

included in Item 8 of this report.

third parties, including network partners, vendors and suppliers, to submit, facilitate and process transactions properly, provide various services associated with our payments network on our behalf, and adhere to our…

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…

At the same time, non-regulatory stakeholders, including NGOs, consumers, partners, employees, and investors, are increasingly focused on these matters and may have differing views on CRS-related goals and initiatives…

Our ability to achieve, or make sufficient progress toward, any of our CRS objectives is subject to numerous risks, many of which are outside of our control, including the evolving legal and regulatory landscape for C…

We indemnify issuers and acquirers for settlement losses they may suffer due to the failure of another issuer or acquirer to honor its settlement obligations in accordance with the Visa operating rules.

settlement date.

Our cybersecurity and processing systems, as well as those of financial institutions, sellers and third-party service providers, have experienced and may continue to experience errors, interruptions, delays or damage…

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 ma…

In addition, third-party suppliers of hardware and infrastructure that we operate in our data centers and support employee productivity could be impacted by supply chain disruptions, including manufacturing, shipping…

information about the cyber incident to our clients, partners and regulators, as well as to the public.

•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 emplo…

•dilutive issuance of equity securities or the incurrence of debt;

Failure to attract, hire, develop, motivate and retain highly qualified employees, particularly in light of changing worker expectations and talent marketplace variability; adequately address potential increased scrut…

common stock are our current and former financial institution clients, they may have interests that diverge from our class A common shareholders.

Provisions contained in our certificate of incorporation and bylaws and our capital structure could delay or prevent a merger, takeover attempt or change in control that our shareholders may consider favorable.

•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…

•certain litigation against us or our directors, officers or other employees can only be brought in the state of Delaware or the U.S.

As a global payments technology company, we are subject to complex and evolving regulations that govern our operations.

Regulators around the world have been establishing or increasing their authority to regulate various aspects of the payments industry.

Interchange reimbursement fees, certain operating rules and related practices continue to be subject to increased government regulation globally, and regulatory authorities and central banks in a number of jurisdictio…

•Regulations adopted by the U.S.

standard.

•In Europe, the EU’s IFR places an effective cap on consumer credit and consumer debit interchange fees for both domestic and cross-border transactions within the European Economic Area of 30 basis points and 20 basis…

•Several countries in Latin America continue to explore regulatory measures against payments networks and have either adopted or are exploring interchange caps, including Argentina, Brazil, Chile and Costa Rica.

•While the focus of interchange and MDR regulation has primarily been on domestic rates, interest on cross-border rates has been growing.

•With increased lobbying by sellers and other industry participants, we are also beginning to see regulatory interest in network fees.

•In addition, industry participants in some countries, including Argentina, Chile, Colombia, the Dominican Republic, Paraguay, Peru, South Africa and Turkey have sought intervention from competition regulators or file…

•Government regulations or pressure may also impact our rules and practices and require us to allow other payments networks to support Visa products or services, to have the other networks’ functionality or brand mark…

•We are also subject to central bank oversight in a growing number of countries, including Brazil, India, the UK and within the EU.

•As innovations in payment technology have enabled us to expand into new products and services, they have also expanded the potential scope of regulatory influence.

Regulators around the world increasingly take note of each other’s approaches to regulating the payments industry.

When we cannot set default interchange reimbursement rates at optimal levels, issuers and acquirers may find our payments system less attractive.

Finally, policymakers and regulatory bodies in the U.S., Europe and other parts of the world are exploring ways to reform existing competition laws to meet the needs of the digital economy, including restricting large…

effectively manage our business.

Governments in a number of jurisdictions shield domestic payments providers, including card networks, brands, and processors, from international competition by imposing market access barriers and preferential domestic…

In China, UnionPay remains the predominant processor of domestic payment card transactions and operates the predominant domestic acceptance market.

UnionPay has grown rapidly in China and is actively pursuing international expansion plans, which could potentially lead to regulatory pressures on our international routing rule (which requires that international tra…

Ongoing regulatory initiatives in India, including data localization requirements which continue to evolve, have cost implications for us and could affect our ability to effectively compete with domestic payments prov…

Arab Emirates), to lessen dependence on the U.S.

Central banks in a number of countries, including those in Argentina, Australia, Brazil, Canada, Europe, India, Indonesia and Mexico, are in the process of developing or expanding national RTP networks and instant pay…

Due to our inability to manage the end-to-end processing of transactions for cards in certain countries (e.g., Thailand, Mexico), we depend on our close working relationships with our clients or third-party service pr…

Our business relies on the processing of data across national borders.

We are also subject to a variety of laws and regulations governing the development, use and deployment of AI technologies.

enforcement actions that may negatively affect our business, even if unfounded.

In particular, the adoption of agentic commerce, in which autonomous AI agents initiate and execute transactions on behalf of users, presents novel and complex regulatory, privacy and cybersecurity risks.

The application of tax laws requires significant judgment and can be subject to uncertainty and differing interpretations.

The global payments space is intensely competitive.

Our competitors may acquire, develop or make better use of substantially better technology, have more widely adopted delivery channels, or have greater financial resources.

Certain of our competitors operate with different business models, have different cost structures or participate in different market segments.

We expect the competitive landscape to continue to shift and evolve.

•We, along with our competitors, clients, network participants, and others are developing or participating in alternative payments systems or products, such as mobile payment services, ecommerce payment services, P2P…

ACH or direct debits from or to consumer checking accounts, that could either reduce our role or otherwise disintermediate us from the transaction processing or the value-added services we provide to support such proc…

•In July 2025, the U.S.

•Parties that access our payment credentials, tokens and technologies, including clients, technology solution providers or others might be able to migrate or steer account holders and other clients to alternative paym…

•Participants in the payments industry may merge, form joint ventures or enable or enter into other business combinations or bilateral agreements that strengthen their existing business propositions or create new, com…

•New or revised industry standards for or related to payments set by individual countries, regions or standard setting organizations may result in additional costs and expenses for Visa and its clients, or otherwise n…

As the competitive landscape is quickly evolving, we may not be able to foresee or respond sufficiently to emerging risks associated with new businesses, products, services and practices.

adequate services or comply with regulatory obligations, it may result in negative experiences for account holders or others when using their Visa-branded payment products, which could harm our business and reputation.

could have lasting impacts on the region and its economies, which could adversely affect our business.

Our ability to achieve, or make sufficient progress towards any of our CRS objectives is subject to numerous risks, many of which are outside of our control, including the evolving legal environment and regulatory req…

We indemnify issuers and acquirers for settlement losses they may suffer due to the failure of another issuer or acquirer to honor its settlement obligations in accordance with the Visa operating rules.

failures could expose us to liquidity risk, and negatively impact our financial position.

Our cybersecurity and processing systems, as well as those of financial institutions, sellers and third-party service providers, have experienced and may continue to experience errors, interruptions, delays or damage…

Our visibility and role in the global payments industry also puts our company at a greater risk of being targeted by hackers.

•failure to adequately develop or integrate our acquired entities or joint ventures;

•difficulty, expense or failure of implementing controls, procedures and policies at our acquired entities or joint ventures;

•challenges of integrating new employees, business cultures, business systems and technologies;