VISA INC., S-4 filed on 3/5/2026
Securities Registration: Business Combination
v3.25.4
Submission
Mar. 05, 2026
Submission [Line Items]  
Central Index Key 0001403161
Registrant Name VISA INC.
Form Type S-4
Submission Type S-4
Fee Exhibit Type EX-FILING FEES
Offering Table N/A
Offset Table N/A
Combined Prospectus Table N/A N/A
v3.25.4
Offerings
Mar. 05, 2026
USD ($)
shares
Offering: 1  
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Class A common stock, par value $0.0001 per share
Amount Registered | shares 188,797,009
Maximum Aggregate Offering Price $ 59,676,846,574.81
Fee Rate 0.01381%
Amount of Registration Fee $ 8,241,372.51
Rule 457(f) true
Amount of Securities Received | shares 188,797,009
Value of Securities Received, Per Share 316.09
Value of Securities Received $ 59,676,846,574.81
Fee Note MAOP $ 59,676,846,574.81
Offering Note The amount registered represents up to 188,797,009 shares of Class A common stock, par value $0.0001 per share, of Visa ("Class A common stock") that can be issued upon conversion of (i) up to 61,378,320 shares of Class B-3 common stock, par value $0.0001 per share, of Visa ("Class B-3 common stock") and (ii) up to 24,067,298 shares of Class C common stock, par value $0.0001 per share, of Visa ("Class C common stock") being offered in exchange for shares of Class B-1 common stock, par value $0.0001 per share, of Visa ("Class B-1 common stock") and Class B-2 common stock, par value $0.0001 per share, of Visa ("Class B-2 common stock"), in each case, pursuant to the exchange offer (the "Current Exchange Offer") described in the prospectus forming a part of the registration statement filed by Visa on Form S-4, with which this exhibit is filed (the "S-4 Registration Statement"). The maximum aggregate offering price, estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(f) under the Securities Act of 1933, as amended (the "Securities Act"), is based on the product of (i) $316.09 the average of the high and low prices of Class A common stock of Visa as reported on the New York Stock Exchange on February 27, 2026 and (ii) 188,797,009, the maximum number of shares of Class A common stock into which shares of Class B-3 common stock and Class C common stock to be issued in the Exchange Offer are convertible (based on the Applicable Conversation Rates (as such term is defined in the S-4 Registration Statement) for Class B-1, Class B-2 common stock and Class C common stock. Pursuant to Rule 457(f)(3) under the Securities Act, the maximum aggregate offering price excludes estimated cash to be paid by Visa in lieu of issuing fractional shares calculated on an aggregate basis.
Offering: 2  
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Class B-3 common stock, par value $0.0001 per share
Amount Registered | shares 61,378,320
Maximum Aggregate Offering Price $ 0.00
Fee Rate 0.01381%
Amount of Registration Fee $ 0.00
Offering Note No fee pursuant to Rule 457(i) under the Securities Act.
Offering: 3  
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Class C common stock, par value $0.0001 per share
Amount Registered | shares 24,067,298
Maximum Aggregate Offering Price $ 0.00
Fee Rate 0.01381%
Amount of Registration Fee $ 0.00
Offering Note No fee pursuant to Rule 457(i) under the Securities Act.
v3.25.4
Offsets
Mar. 05, 2026
USD ($)
shares
Offset: 1  
Offset Payment:  
Offset Claimed true
Rule 457(p) Offset true
Registrant or Filer Name Visa Inc.
Form or Filing Type S-4
File Number 333-276747
Initial Filing Date Jan. 29, 2024
Fee Offset Claimed $ 7,945,220.95
Security Type Associated with Fee Offset Claimed Equity
Security Title Associated with Fee Offset Claimed Class A common stock, par value $0.0001 per share
Unsold Securities Associated with Fee Offset Claimed | shares 198,713,168
Unsold Aggregate Offering Amount Associated with Fee Offset Claimed $ 53,829,410,079.52
Termination / Withdrawal Statement The shares of Class A common stock registered hereby that are issuable upon the conversion of the Class B-3 common stock and Class C common stock offered in the Current Exchange Offer were previously registered pursuant to Visa's registration statement on Form S-4 (File No. 333-276747) (the "Prior S-4 Registration Statement") and that were issuable upon the conversion of Class B-2 common stock and Class C common stock offered as partial consideration in Visa's prior exchange offer (the "Prior Exchange Offer") to which the Prior S-4 Registration Statement relates. Due to restrictions in Visa's certificate of incorporation, Visa's Class B-2 common stock has not yet become convertible into shares of Class A common stock, and therefore such underlying shares of Class A common stock remain unsold. The number of unsold securities associated with fee offset claimed consists of (i) 3,836,920 shares of Class A common stock issuable upon conversion of the Class C common stock that was registered but not issued in the Prior Exchange Offer and (ii) 194,876,248 shares of Class A common stock into which the shares of Class B-2 common stock registered in the Prior Exchange Offer was convertible (in each case, rounded down to the nearest whole share) but remain unsold. The filing fee previously paid by Visa that corresponds to this amount of Class A common stock equals $7,945,220.95, which is the amount that Visa is offsetting the fee payable in connection with the Current Exchange Offer. The unsold aggregate offering amount associated with fee offset claimed was calculated using $270.89 as the average of the high and low prices of Class A common stock of Visa as reported on the New York Stock Exchange on January 23, 2024 in accordance with the Prior S-4 Registration Statement.
Offset: 2  
Offset Payment:  
Offset Claimed false
Rule 457(p) Offset true
Registrant or Filer Name Visa Inc.
Form or Filing Type S-4
File Number 333-276747
Filing Date Jan. 29, 2024
Fee Paid with Fee Offset Source $ 15,583,616.04
v3.25.4
Fees Summary
Mar. 05, 2026
USD ($)
Fees Summary [Line Items]  
Total Offering $ 59,676,846,574.81
Previously Paid Amount 0.00
Total Fee Amount 8,241,372.51
Total Offset Amount 7,945,220.95
Net Fee $ 296,151.56