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Class B-1, B-2 and C Common Stock Information

Class B-1, B-2 and C Common Stockholders Information

This webpage is for holders of shares of class B-1, B-2 and C common stock of Visa Inc. (the "Company") who are interested in transferring their class B-1 or C shares to another party. All references to “class B common stock” in this webpage shall be deemed to refer to and shall be deemed to constitute and include all class B-1 common stock and class B-2 common stock.

Class B Shares

Pursuant to the Company's amended and restated certificate of incorporation (the "Charter"), class B shares generally may not be transferred until the Escrow Termination Date (as defined in the Charter).

Our Charter permits specific categories of transfers ("Permitted Transfers") during the transfer restriction period described above. We have identified several Permitted Transfer scenarios that are most relevant and applicable to our class B stockholders, and this web page is intended to assist those to: (1) determine whether their transfer scenario is permitted; and (2) obtain forms needed to commence the transfer request process.

Class C Shares

Under our Charter, no stockholder may own or hold votes represented by (i) more than 15% of the total number of our outstanding class A shares or (ii) class A shares and other common stock representing, together and on an as-converted basis, more than 15% of the number of shares of all of our outstanding common stock.

There are currently no transfer restrictions on class C common stock other than restrictions on shares of class C common stock issued in connection with an exchange offer program. Holders should carefully read https://www.shareowneronline.com/visa-class-b-share-sales for further details.

All other class C common stock transfer restrictions terminated on February 7, 2011.

Share Transfers

Currently, the following Permitted Transfers may be arranged through this webpage:

  1. Transfers from a holder of class B shares to another holder of class B-1 shares (or to any affiliate of a holder of class B shares);
  2. Transfers from a holder of class C shares to another holder of class C shares (or to any affiliate of such a holder of class C shares);
  3. Transfers from a holder of class B shares to its respective affiliates;
  4. Transfers from a holder of class C shares to its respective affiliates;
  5. Transfers from a holder of class B or C shares to any person who succeeds to all or substantially all of the transferor's assets or who acquires all or substantially all of the transferor's Visa-branded payment product portfolio;
  6. Transfers of class B or C shares from a Group Member (as defined in the Second Restated Visa International Bylaws) of Visa International Service Association to a stockholder, member or other equity holder in that Group Member ratably in accordance with such member's entitlement to dividends or other distributions;
  7. To effect a corporate name change for holders of class B or C shares of Visa Inc.; and
  8. Sale of class C shares to the public market or private placement to a transferor who is not a Visa Member or an affiliate of a Visa Member (as defined in Visa’s Certificate of Incorporation).

Under our Charter, no stockholder may own (i) more than 15% of the total number of, or votes represented by, our outstanding class A shares or (ii) class A shares and other common stock representing, together and on an as-converted basis, more than 15% of the number of shares of all of our outstanding common stock.

Please access our class B and C Stockholder Frequently Asked Questions to review the most commonly requested information and background relating to ownership rights, limitations and transfers of our class B and C shares. For information on Permitted Transfers not addressed on this website, please contact Visa's Transfer Agent, Equiniti Trust Company (formerly Wells Fargo Shareowner Services a division of Wells Fargo Bank N.A.) at the number listed below.

You can also access your shareowner account through the Shareowner Online website at https://www.shareowneronline.com. Through the Shareowner Online website, you can view account information, change your registered address, update your email address, sign up for wire transfer of your dividend payments, request replacements for outstanding checks, and sign up for e-delivery of your account statement and tax forms.

For more information, please visit https://www.shareowneronline.com.

If, having reviewed all of the terms and conditions related to Permitted Transfers, you have determined that you wish to effect a transfer of class B or C shares, please use the documentation provided through the links below.

Forms

  1. To conduct transfers from a holder of class B shares to another holder of class B shares (or to any affiliate of a holder of class B shares), please use the following documents:
  2. To conduct transfers from a holder of class C shares to another holder of class C shares (or to any affiliate of a holder of class C shares), please use the following documents:
  3. To conduct transfers from a holder of class B shares to an Affiliate, please use the following documents:
  4. To conduct transfers from a holder of class C shares to an Affiliate, please use the following documents:
  5. To conduct transfers from a holder of class B or C shares to any person who succeeds to all or substantially all of the transferor's assets (or who acquires all or substantially all of the transferor's Visa-branded payment product portfolio), please use the following documents:
  6. To conduct transfers from a Group Member of Visa International Service Association to a stockholder, member or other equity holder in such Group Member ratably in accordance with such persons respective entitlements to dividends or other distributions from the Group Member, please use the following documents:
  7. To effect a corporate name change for holders of class B and class C shares of Visa, please use the following documents:
  8. To conduct a sale of class C shares to the public market or via private placement, please visit the following website:

All originally executed documents must be delivered to EQ Shareowner Services via mail or courier at the following address:

Via Mail:

EQ Shareowner Services
P.O. Box 64874
St. Paul, MN 55164-0874

Via Courier:

EQ Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120

Telephone: From within the U.S. 1-866-456-9417
Telephone: From outside the U.S. +1-651-306-4433

Email: visa@equiniti.com

www.shareowneronline.com

Frequently Asked Questions

The Company has drafted class B and C Stockholder Frequently Asked Questions in an effort to address any questions or concerns that our class B and C stockholders may have regarding transfer restrictions, ownership limitations or otherwise.

See below for the class B common stock conversion rate. The current class C common stock conversion rate is 4.0 shares of class A common stock per class C common stock. For more information, please visit our SEC Filing Form 8-K dated October 2, 2023 at Visa Inc. - SEC Filings

Date Class B Conversion Rate Into Class A Common Stock*
As of March 19, 2008 0.7143
As of December 19, 2008 0.6296
As of July 16, 2009 0.5824
As of May 28, 2010 0.5550
As of October 8, 2010 0.5102
As of March 31, 2011 0.4881
As of December 29, 2011 0.4254
As of July 24, 2012 0.4206
As of September 24, 2014 0.4121
**As of March 19, 2015 1.6483
As of June 28, 2018 1.6298
As of September 27, 2019 1.6228
As of December 29, 2021 1.6181
As of June 29, 2022 1.6059
As of December 29, 2022 1.5991
As of June 28, 2023 1.5902
As of September 28, 2023 1.5875

* The Company’s class B conversion rate changes with deposits into the litigation escrow account previously established under the Company’s U.S. retrospective responsibility plan (the “Plan”) to address potential liability in certain U.S. litigation matters. Under the terms of the Plan, when the Company funds the litigation escrow, its U.S. financial institutions, the sole holders of class B-1 shares and class B-2 shares, bear the expense via a reduction in their as-converted share count.

**Effective March 19, 2015, after the 4-for-1 stock split of the Company’s class A common stock, the conversion rate for each class B common stock increased to 1.6483 shares of class A common stock.

You can access the FAQ materials through the following link:

If you have any questions regarding the rights and responsibilities of class B and C stockholders or the procedures and forms needed to transfer stock, please refer to the FAQ materials through the link above or contact EQ Shareowner Services , where representatives are available to answer your questions and provide assistance.

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