The information in this prospectus may change. Visa Inc. may not complete the exchange
offer and the securities being registered may not be exchanged or distributed until the registration statement filed with the Securities and Exchange Commission of which this prospectus forms a part is effective. This prospectus is not an offer to
sell or exchange these securities and Visa Inc. is not soliciting offers to buy or exchange these securities in any jurisdiction where the exchange offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JANUARY 29, 2024
Prospectus
OFFER TO EXCHANGE
ANY AND ALL ISSUED AND OUTSTANDING SHARES OF CLASS B-1 COMMON STOCK
FOR A COMBINATION OF
SHARES OF CLASS B-2 COMMON STOCK,
SHARES OF CLASS C COMMON STOCK, AND,
WHERE APPLICABLE, CASH IN LIEU OF FRACTIONAL SHARES
Visa Inc. (Visa
or the Company) is offering to exchange (the Exchange Offer), upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of election and transmittal (as supplemented and amended from
time to time, the Letter of Transmittal), any and all outstanding shares of its Class B-1 common stock, par value $0.0001 per share
(Class B-1 common stock), for a combination of Visas Class B-2 common stock, par value $0.0001 per share
(Class B-2 common stock and, together with Class B-1 common stock, Class B common stock), Visas Class C common stock,
par value $0.0001 per share (Class C common stock), and, where applicable, cash in lieu of fractional shares.
As a condition to
participating in the Exchange Offer, each exchanging Class B-1 stockholder, together with its respective Parent Guarantors (as defined under Makewhole AgreementParent Guarantors), will
be required to enter into an agreement (a Makewhole Agreement) to reimburse Visa in cash for future obligations related to the U.S. covered litigation (as defined under Background of
Class B-1 Common Stock and U.S. Covered Litigation) that, but for its participation in the Exchange Offer, would have otherwise been borne by such holder through its ownership of Class B-1 common stock. See Makewhole AgreementPayments Under the Makewhole Agreement. The liability of an exchanging Class B-1 stockholder and its
respective Parent Guarantors to Visa under its Makewhole Agreement is not subject to any dollar cap. See Risk FactorsRisks Related to the Exchange Offer and Makewhole AgreementsThe obligation of a participating holder and its
Parent Guarantors under the Makewhole Agreement is not subject to any dollar cap.
In exchange for each share of
Class B-1 common stock properly tendered (and not validly withdrawn) prior to , New York City time, on , 2024 (such time and date, as the same may
be extended, the Expiration Date) and accepted by Visa, a participating Class B-1 stockholder will receive:
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one half of a newly issued share of Class B-2 common stock,
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newly issued shares of Class C common stock in an amount equivalent to one half of a share of Class B-1 common stock, with such equivalence based on the respective amounts of Class A common stock, par value $0.0001 per share (Class A common stock) into which Class B-1 common stock and Class C common stock would be convertible as of the Expiration Date, and |
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where applicable, cash in lieu of fractional shares. |
Based on the current Applicable Conversion Rates (as defined herein) for the Class B-1 common stock and
Class C common stock of 1.5875 shares of Class A common stock and 4 shares of Class A common stock, respectively, Visa will issue 0.1984 shares of Class C common stock for each share of
Class B-1 common stock validly tendered and accepted for exchange. We refer to the foregoing combination of Class B-2 common stock, Class C common stock
and cash, where applicable, as the Exchange Consideration. See The Exchange OfferTerms of the Exchange Offer.
Class B-1 common stock was originally issued as Class B common stock in connection with Visas corporate reorganization and initial public offering (IPO), which was completed
in 2008. All outstanding shares of Class B common stock were redenominated as Class B-1 common stock pursuant to Visas Eighth Restated Certificate of Incorporation (the Certificate of
Incorporation), which became effective on January 24, 2024. Class B-2 common stock is a new class of stock that will be subject to the same restrictions on transfer and conversion that
currently apply to Class B-1 common stock. However, future downward adjustments to the rate at which Class B-2 common stock converts into Class A common
stock (such rate, the Applicable Conversion Rate) will be accelerated to occur at twice the rate as the Applicable Conversion Rate for the Class B-1 common stock. See Description of
Capital StockConversion. Class C common stock to be issued as part of the Exchange Consideration will be the same as Class C common stock that is currently outstanding and, accordingly, will be transferrable and convertible in
accordance with the Certificate of Incorporation, subject to temporary contractual transfer restrictions under the Makewhole Agreement, as described under Makewhole AgreementTransfer Restrictions.
Visas Class A common stock is listed on the New York Stock Exchange (the NYSE) under the symbol V. There is currently
no established public trading market for Visas Class B common stock or Class C common stock.
The Exchange Offer is subject to the
conditions described under The Exchange OfferConditions of the Exchange Offer, which include, among other things, the effectiveness of the registration statement of which this prospectus forms a part and the execution and delivery
of a Makewhole Agreement, including the officers certificates appended thereto, by each participating Class B-1 stockholder and its Parent Guarantors. There are multiple conditions to the closing
of the Exchange Offer that are beyond Visas control and Visa cannot provide you any assurance that these conditions will be satisfied or that the Exchange Offer will close.
The Exchange Offer will expire at the Expiration Date unless extended or earlier terminated by Visa. Tendered shares of
Class B-1 common stock may be withdrawn at any time prior to the Expiration Date. In addition, you may withdraw any tendered shares of Class B-1 common stock
if Visa has not accepted them for exchange within 40 business days from commencement of the Exchange Offer, or by , 2024.
See Risk Factors beginning on page 21 of this prospectus for a discussion of factors you should
consider in connection with the Exchange Offer. In addition, see Notice Regarding Certain Regulatory and Contractual Consequences of Participating in the Exchange Offer on page 1 of this prospectus for information about certain potential
consequences as to which you are urged to consult your own legal and regulatory advisors.
Visas board of directors (the Board of
Directors or the Board) has authorized and approved the Exchange Offer. None of Visa, the Board of Directors, Visas officers and employees, the Exchange Agent or the Information Agent (each, as defined under Exchange
Agent and Information Agent), any of Visas financial advisors or any other person is making any recommendation to any holder of Class B-1 common stock as to whether or not you should tender
shares of Class B-1 common stock in the Exchange Offer. You must make your own decision whether to tender shares of Class B-1 common stock in the Exchange
Offer. Visa is not asking you for a proxy and you are requested not to send Visa a proxy.
If you wish to tender shares of Class B-1 common stock in the Exchange Offer, you should follow the instructions within the Letter of Transmittal, which are summarized under The Exchange OfferProcedures for Tendering Class B-1
Common Stock within this prospectus. If you wish to withdraw your tender, you may do so by following the instructions set forth therein. Any Class B-1 stockholder that withdraws a prior tender may re-tender its shares of Class B-1 common stock by tendering such shares in accordance with the instructions referenced above.
Neither the Securities and Exchange Commission (the SEC) nor any state securities commission has approved or disapproved of the securities
being offered in the Exchange Offer or determined if the prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus
is , 2024.