SEC Form 8-A12G filed by Visa Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

VISA INC.

(Exact name of registrant as specified in its charter)

 

Delaware		26-0267673
(State of incorporation or organization)		(I.R.S. Employer Identification no.)
P.O. Box 8999 San Francisco, California		94128-8999
(Address of principal executive offices)		(Zip Code)

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☐

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☒

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement file number to which this form relates: 333-294062

Securities to be registered pursuant to Section 12(g) of the Act:

 

Class B-3 Common Stock, par value $0.0001

(Title of Class)

INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1. Description of Registrant’s Securities to be Registered.

This registration statement on Form 8-A (this “Form 8-A”) is filed by Visa Inc. (“Visa”). This Form 8-A registers Visa’s Class B-3 common stock, par value $0.0001 per share (the “Class B-3 common stock”), pursuant to Section 12(g) of the Securities Exchange Act of 1934.

The information set forth under the heading “Description of Capital Stock” in the prospectus, dated April 13, 2026, constituting part of Visa’s registration statement on Form S-4, as amended (File No. 333-294062), insofar it relates to the Class B-3 common stock, is hereby incorporated by reference into this Form 8-A. Such information is qualified in its entirety by reference to applicable Delaware law, Visa’s ninth restated certificate of incorporation (the “Certificate”) and Visa’s amended and restated bylaws (the “Bylaws”). For a complete description, please refer to the Certificate and the Bylaws, which have been filed with the Securities and Exchange Commission and are incorporated by reference as exhibits to this Form 8-A.

ITEM 2. Exhibits.

 

3.1.		Ninth Restated Certificate of Incorporation of Visa Inc. (incorporated by reference to Exhibit 3.2 to Visa Inc.’s Current Report on Form 8-K filed on January 28, 2026)
3.2.		Amended and Restated Bylaws of Visa Inc. (incorporated by reference to Exhibit 3.2 to Visa Inc.’s Current Report on Form 8-K filed on July 23, 2025)
4.1		Form of stock certificate of Visa Inc. (incorporated by reference to Exhibit 4.1 to Amendment No.  5 to Visa Inc.’s Registration Statement on Form S-4 (File No. 333-143966) filed on September 13, 2007)

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

		VISA INC.
Date: May 12, 2026		By:		/s/ Ryan McInerney
		Name:		Ryan McInerney
		Title:		Chief Executive Officer