维萨美股招股说明书(2026-02-04版)

$900,000,000 3.800% Senior Notes due 2029$750,000,000 4.100% Senior Notes due 2031$700,000,000 4.400% Senior Notes due 2033$650,000,000 4.700% Senior Notes due 2036 We are offering $900,000,000of our3.800% senior notes due 2029 (the “2029 notes”), $750,000,000 of our 4.100%senior notes due 2031 (the “2031 notes”), $700,000,000of our4.400% senior notes due 2033 (the “2033 notes”) and$650,000,000of our4.700% senior notes due 2036 (the “2036 notes” and, together with the 2029 notes, the 2031notesand the 2033 notes, the “notes”). We will pay interest on the notes onFebruary 12and August 12 of each year until maturity, beginning on August 12,2026. The notes will be our unsecured obligations and will rank equally with all of our other unsecured seniorindebtedness from time to time outstanding. The notes will be issued only in registered form in minimum denominations of$2,000 and integral multiples of $1,000 in excess thereof.We may redeem the notes in whole or in part at any time prior to their maturity at the redemption prices described under “Description of Notes—Optional Redemption of the Notes.” Investing in the notes involves risks. See “Risk Factors” beginning on pageS-5of this prospectussupplement and in our Annual Report on Form 10-K for the year ended September 30, 2025. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedof these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete.Any representation to the contrary is a criminal offense. (1)Plus accrued interest from February 12, 2026, if settlement occurs after that date. The notes will not be listed on any securities exchange. Currently there is no public market for the notes. The underwriters expect that the notes will be ready for delivery in book-entry form only through the facilities of TheDepository Trust Company for the accounts of its participants, including Clearstream Banking, société anonyme, andEuroclear Bank, S.A./N.V., as operator of the Euroclear System, against payment in New York, New York on oraboutFebruary 12, 2026. Joint Bookrunners J.P. Morgan US Bancorp TABLE OF CONTENTS Prospectus Supplement Cautionary Statement Regarding Forward-Looking StatementsSummaryRisk FactorsUse of ProceedsDescription of NotesMaterial U.S. Federal Income Tax ConsequencesCertain Benefit Plan Investor ConsiderationsUnderwritingIncorporation of Certain Information by ReferenceLegal MattersExperts Prospectus About This ProspectusTrademarksSpecial Note for Visa Members, Certain Visa Competitors and AffiliatesCautionary Statement Regarding Forward-Looking StatementsRisk FactorsThe CompanyUse of ProceedsDescription of SecuritiesDescription of Capital StockDescription of Depositary SharesDescription of Debt SecuritiesDescription of WarrantsDescription of Purchase ContractsDescription of UnitsPlan of DistributionWhere You Can Find More InformationIncorporation of Certain Information by ReferenceLegal MattersExperts We have not, and the underwriters have not, authorized anyone to provide any information other than that containedor incorporated by reference in this prospectus supplement, the accompanying prospectus or in any free writingprospectus filed by us with the Securities and Exchange Commission (the “SEC”). Neither we nor the underwriters takeresponsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Weare not, and the underwriters are not, making an offer to sell the notes in any jurisdiction where the offer and sale is notpermitted. You should not assume that the information contained in this prospectus supplement, the accompanyingprospectus, any free writing prospectus or any document incorporated by reference is accurate as of any date other thantheir Table of Contents respective dates. Our business, financial condition, results of operations and prospects may have changed since thosedates. Unless otherwise stated or the context otherwise requires, the terms “Visa,” “we,” “us,” “our” and the “Company” referto Visa Inc. and its subsidiaries. “Visa” and our other trademarks included or incorporated by reference in this prospectus supplement and theaccompanying prospectus are Visa’s property. This prospectus supplement and the accompanying prospectus maycontain additional trade names and trademarks of other companies. The use or display of other companies’ trade namesor trademarks does not imply our endorsement or sponsorship of, or a relationship with, these companies. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein andtherein contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995that relate to, among other things, our future financial position, results of operations and cash flows;