Visa Considers Amendment to Certificate of Incorporation

Visa has announced its intention to engage with stockholders regarding a potential amendment to its certificate of incorporation. This move comes as Visa seeks to release transfer restrictions on its Class B stock, which is currently subject to limitations until all U.S. covered litigation involving the company is resolved.

The purpose of this amendment is to reduce any potential market impact that could arise from removing restrictions on Class B stock on a single day. Visa believes that now is an opportune time for such amendments, given the significant progress it has made in its ongoing litigation.

Under the proposed amendment, a new sub-class of stock, known as Class B-2 stock, would be created. This amendment would allow Class B stockholders the option to convert a portion or all of their stock into either B-2 or Class C stock. Upon completion of the exchange offer, Visa would be able to lift transfer restrictions on up to 50% of the Class B common stock from the previous exchange offer.