New York, Feb 13, 2026, 15:58 EST — Regular session
- Visa shares slipped roughly 3% in late trading, trailing the wider market.
- Visa’s planning another exchange offer for its Class B shares, according to an SEC filing, with the move connected to ongoing U.S. interchange-fee litigation.
- Visa disclosed in another filing that it issued $3 billion in senior notes this week.
Visa Inc shares slipped 3.2% to $313.77 in late Friday trading, following news that the payments giant is moving forward with another exchange offer tied to its restricted Class B shares. The stock’s range for the day ran from $325.91 down to $312.85.
This update is significant. Visa’s multi-class setup still connects back to the long-running U.S. merchant litigation over interchange, or “swipe,” fees. When those legacy shares inch closer to open trading, it’s a shift that can alter investor views on supply and the lawsuit’s lingering overhang.
An exchange offer works as a share-for-share trade—investors hand over one type of stock and get another, based on predetermined terms. Visa’s tapped this approach before, shifting Class B shares held by banks into other types as its litigation risk has eased.
Visa’s board has given the green light for a follow-up exchange offer involving Class B stock, the company said in a filing, pending satisfaction of terms spelled out in its December 2023 proxy. As of Oct. 1, 2023, Visa put unresolved interchange reimbursement claims at roughly $49.6 billion, dropping to an estimated $39.4 billion by Oct. 1, 2025. That number could sink further—below half of the 2023 mark—if courts finalize recent dismissals, including an expected ruling in a New York 7-Eleven dispute in the next few weeks. With those boxes checked, Visa intends to file a Form S-4, letting investors convert Class B-1 and B-2 shares into a bundle of restricted Class B-3 and unrestricted Class C stock. (SEC)
Traders are focusing on timing and the potential volume of stock that could hit the market, rather than parsing legal details. Tidying up the structure can take away a stubborn headline risk; still, it could just as easily stoke anxiety over a bigger wave of shares if holders start selling.
It wasn’t just Visa under pressure. Mastercard slipped roughly 2.1%, while shares of American Express gave up about 1.8%. The SPDR fund tracking the S&P 500 edged down near 0.2% late in the session.
Visa was in the bond market this week too, according to a separate filing. On Feb. 12, the company sold $3 billion in senior notes across four tranches, with yields stretching from 3.8% on notes maturing in 2029 up to 4.7% for those coming due in 2036. (SEC)
Visa’s efforts to dismantle elements of its Class B structure have been ongoing for years. This April, the company rolled out an exchange offer targeting Class B-1 shares, giving those investors a shot to swap into Class B-2 and Class C stock, plus other compensation. (Visa Investor Relations)
Still, there’s no promise of a next round. Visa made it clear it doesn’t have to proceed with the offer, citing litigation steps, the SEC review and market conditions as possible holdups. Any shift in court outcomes—or a drawn-out process—could easily push things back.
All eyes now shift to possible court moves tied to the 7-Eleven claims, as well as the much-anticipated Form S-4 filing that would finally spell out concrete terms. But there’s another battle shaping up: Illinois is rolling out a law that bans interchange fees on the sales tax and tip components of card transactions, with enforcement starting July 1, 2026. Bank groups, for their part, are already pledging to fight back. (Paymentsdive)
