XML 32 R18.htm IDEA: XBRL DOCUMENT v3.24.4
Stockholders' Equity
 3 Months Ended
Dec. 31, 2024
Stockholders' Equity Note [Abstract]  
Stockholders' Equity
Note 9—Stockholders’ Equity
As-converted class A common stock. The number of shares outstanding, and the number of shares of class A common stock on an as-converted basis were as follows:
December 31, 2024September 30, 2024
Shares
Outstanding		Conversion Rate Into 
Class A
Common Stock
As-converted Class A
Common
Stock(1)
Shares
Outstanding		Conversion Rate Into
Class A
Common Stock
As-converted Class A
Common
Stock(1)
(in millions, except conversion rate)
Series A preferred stock— 
(2)
100.0000 7 — 
(2)
100.0000 9 
Series B preferred stock2 0.9960 2 2 1.0030 2 
Series C preferred stock3 1.7830 6 3 1.7860 6 
Class A common stock1,726 — 1,726 1,733 — 1,733 
Class B-1 common stock
5 1.5653 
(3)
8 5 1.5653 
(3)
8 
Class B-2 common stock
120 1.5430 
(3)
186 120 1.5430 
(3)
186 
Class C common stock9 4.0000 37 10 4.0000 39 
Total1,972 1,983 
(1)Figures in the table may not recalculate exactly due to rounding. As-converted class A common stock is calculated based on unrounded numbers.
(2)The number of shares outstanding was less than one million.
(3)The class B-1 and class B-2 to class A common stock conversion calculations for dividend payments are based on a conversion rate rounded to the tenth decimal. Conversion rates are presented on a rounded basis.
Reduction in as-converted shares. The following table presents the reduction in the number of as-converted series B and C preferred stock after the Company recovered VE territory covered losses through conversion rate adjustments under the Europe retrospective responsibility plan:
Three Months Ended
December 31, 2024		Three Months Ended
December 31, 2023
Series BSeries CSeries BSeries C
(in millions, except per share data)
Reduction in equivalent number of class A common stock— 
(1)
— 
(1)
— 
(1)
— 
(1)
Effective price per share(2)
$312.39 $312.39 $254.32 $254.32 
Recovery through conversion rate adjustment
$5 $3 $22 $3 
(1)The reduction in equivalent number of class A common stock was less than one million shares.
(2)Effective price per share for each adjustment is calculated using the volume-weighted average price of the Company’s class A common stock over a pricing period in accordance with the Company’s current certificates of designations for its series B and C preferred stock.
Common stock repurchases. The following table presents share repurchases in the open market:
Three Months Ended
December 31,
20242023
(in millions, except per share data)
Shares repurchased in the open market(1)
13 15 
Average repurchase cost per share(2)
$300.61 $238.47 
Total cost(2)
$3,940 $3,609 
(1)Shares repurchased in the open market are retired and constitute authorized but unissued shares.
(2)Figures in the table may not recalculate exactly due to rounding. Average repurchase cost per share and total cost are calculated based on unrounded numbers and include applicable taxes. As of December 31, 2024, shares repurchased in the open market include $70 million unsettled repurchases.
In October 2023, the Company’s board of directors authorized a share repurchase program of $25.0 billion, providing multi-year flexibility. This authorization has no expiration date. As of December 31, 2024, the Company’s share repurchase program had remaining authorized funds of $9.1 billion. All share repurchase programs authorized prior to October 2023 have been completed.
Dividends. For the three months ended December 31, 2024 and 2023, the Company declared and paid dividends of $1.2 billion and $1.1 billion, respectively. On January 28, 2025, the Company’s board of directors declared a quarterly cash dividend of $0.59 per share of class A common stock (determined in the case of all other outstanding common and preferred stock on an as-converted basis), payable on March 3, 2025 to all holders of record as of February 11, 2025.
Class B common stock. In January 2024, Visa’s common stockholders approved amendments to the Company’s certificate of incorporation that authorized Visa to implement an exchange offer program that released transfer restrictions on portions of the Company’s class B common stock by allowing holders to exchange a portion of their outstanding shares of class B common stock for shares of freely tradeable class C common stock. The certificate of incorporation amendments automatically redenominated all shares of class B common stock outstanding at the amendment date as class B-1 common stock with no changes to the par value, conversion features, rights or privileges. All references to class B common stock outstanding prior to January 23, 2024 have been updated in this report to class B-1 common stock to reflect this redenomination. The amendments also authorized new classes of class B common stock that will only be issuable in connection with an exchange offer where a preceding class of B common stock is tendered in exchange and retired.
Class B-1 common stock exchange offer. In May 2024, Visa accepted 241 million shares of class B-1 common stock tendered in the exchange offer. In exchange, Visa issued approximately 120 million shares of class B-2 common stock and 48 million shares of class C common stock. The class B-1 common shares exchanged have been retired and constitute authorized but unissued shares. Future conversion rate adjustments for the class B-2 common stock will have double the impact compared to conversion rate adjustments for the class B-1 common stock.