Class B and C Common Stockholders Information
This webpage is for holders of shares of class B and C common stock of Visa Inc. (the "Company") who are interested in transferring their class B or C shares to another party.
Class B Shares
Pursuant to the Company's amended and restated certificate of incorporation (the "Charter"), class B shares generally may not be transferred until the Escrow Termination Date (as defined in the Charter).
Our Charter permits specific categories of transfers ("Permitted Transfers") during the transfer restriction period described above. We have identified several Permitted Transfer scenarios that are most relevant and applicable to our class B stockholders, and this web page is intended to assist those to: (1) determine whether their transfer scenario is permitted; and (2) obtain forms needed to commence the transfer request process.
Class C Shares
Under our Charter, no stockholder may own or hold votes represented by (i) more than 15% of the total number of our outstanding class A shares or (ii) class A shares and other common stock representing, together and on an as-converted basis, more than 15% of the number of shares of all of our outstanding common stock.
All other class C common stock transfer restrictions terminated on February 7, 2011.
Share Transfers
Currently, the following Permitted Transfers may be arranged through this webpage:
- Transfers from a holder of class B shares to another holder of class B shares (or to any affiliate of a holder of class B shares);
- Transfers from a holder of class C shares to another holder of class C shares (or to any affiliate of such a holder of class C shares);
- Transfers from a holder of class B shares to its respective affiliates;
- Transfers from a holder of class C shares to its respective affiliates;
- Transfers from a holder of class B or C shares to any person who succeeds to all or substantially all of the transferor's assets or who acquires all or substantially all of the transferor's Visa-branded payment product portfolio;
- Transfers of class B or C shares from a Group Member (as defined in the Second Restated Visa International Bylaws) of Visa International Service Association to a stockholder, member or other equity holder in that Group Member ratably in accordance with such member's entitlement to dividends or other distributions;
- To effect a corporate name change for holders of class B or C shares of Visa Inc.; and
- Sale of class C shares to the public market.
Under our Charter, no stockholder may own (i) more than 15% of the total number of, or votes represented by, our outstanding class A shares or (ii) class A shares and other common stock representing, together and on an as-converted basis, more than 15% of the number of shares of all of our outstanding common stock.
Please access our class B and C Stockholder Frequently Asked Questions to review the most commonly requested information and background relating to ownership rights, limitations and transfers of our class B and C shares. For information on Permitted Transfers not addressed on this website, please contact Visa's Transfer Agent, Equiniti Trust Company (formerly Wells Fargo Shareowner Services a division of Wells Fargo Bank N.A.)at the number listed below.
You can also access your shareowner account through the Shareowner Online website at https://www.shareowneronline.com. Through the Shareowner Online website, you can view account information, change your registered address, update your email address, sign up for wire transfer of your dividend payments, request replacements for outstanding checks, and sign up for e-delivery of your account statement and tax forms.
For more information, please visit https://www.shareowneronline.com.
If, having reviewed all of the terms and conditions related to Permitted Transfers, you have determined that you wish to effect a transfer of class B or C shares, please use the documentation provided through the links below.
Forms
- To conduct transfers from a holder of class B shares to another holder of class B shares (or to any affiliate of a holder of class B shares), please use the following documents:
- Generic Transfer Documents including a Transfer Letter, an Officer's Certificate and comprehensive Procedures to complete the class B Common Stock Transfer Letter and Officer's Certificate
- Acknowledgement to be executed by the party to which your financial institution is transferring its stock ("transferee")
- Applicable tax forms submitted by the transferee to which your financial institution is transferring its stock. W-9 or W-8BEN-E (or applicable W-8) Tax Forms
- Generic Transfer Documents including a Transfer Letter, an Officer's Certificate and comprehensive Procedures to complete the class C Common Stock Transfer Letter and Officer's Certificate
- Acknowledgement to be executed by the party to which your financial institution is transferring its stock ("transferee")
- Applicable tax forms submitted by the transferee to which your financial institution is transferring its stock. W-9 or W-8BEN-E (or applicable W-8) Tax Forms
- Generic Transfer Documents including a Transfer Letter, an Officer's Certificate and comprehensive Procedures to complete the class B Common Stock Transfer Letter and Officer's Certificate
- Applicable tax forms submitted by the transferee to which your financial institution is transferring its stock. W-9 or W-8BEN-E or (or applicable W-8) Tax Forms
- Generic Transfer Documents including a Transfer Letter, an Officer's Certificate and comprehensive Procedures to complete the class C Common Stock Transfer Letter and Officer's Certificate
- Applicable tax forms submitted by the transferee to which your financial institution is transferring its stock. W-9 or W-8BEN-E (or applicable W-8) Tax Forms
- Merger/Consolidation Transfer documents including an Officer's Certificate, a Stock Power and comprehensive Procedures to complete the Officer's Certificate and Stock Power
- Applicable tax forms submitted by your financial institution W-9 or W-8BEN-E (or applicable W-8)Tax Forms
- Generic Transfer Documents including a Transfer Letter, an Officer's Certificate and comprehensive Procedures to complete the class B Common Stock Transfer Letter and Officer's Certificate or class C Common Stock Transfer Letter and Officer's Certificate.
- Acknowledgement to be executed by the party whom your financial institution is transferring its shares ("transferee").
- Applicable tax forms submitted by the transferee to which your financial institution is transferring its stock. W-9 or W-8BEN-E (or applicable W-8) Tax Forms
- Corporate Name Change documents including an Officer's Certificate, a Legal Name Change Form, W-9 or W-8BEN-E (or applicable W-8) and comprehensive Procedures to complete the Officer's Certificate and Legal Name Change Form
- https://shareowneronline.com/visa-class-c-share-sales/
All originally executed documents must be delivered to EQ Shareowner Services via mail or courier at the following address:
Via Mail:
EQ Shareowner Services
P.O. Box 64874
St. Paul, MN 55164-0874
Via Courier:
EQ Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120
Telephone: From within the U.S. 1-866-456-9417
Telephone: From outside the U.S. +1-651-306-4433
Email: [emailprotected]
Frequently Asked Questions
The Company has drafted class B and C Stockholder Frequently Asked Questions in an effort to address any questions or concerns that our class B and C stockholders may have regarding transfer restrictions, ownership limitations or otherwise.
See below for the class B common stock conversion rate. The current class C common stock conversion rate is 4.0 shares of class A common stock per class C common stock. For more information, please visit our SEC Filing Form 8-K dated October 2, 2023 at Visa Inc. - SEC Filings
| Date | Class B Conversion Rate Into Class A Common Stock* |
| As of March 19, 2008 | 0.7143 |
| As of December 19, 2008 | 0.6296 |
| As of July 16, 2009 | 0.5824 |
| As of May 28, 2010 | 0.5550 |
| As of October 8, 2010 | 0.5102 |
| As of March 31, 2011 | 0.4881 |
| As of December 29, 2011 | 0.4254 |
| As of July 24, 2012 | 0.4206 |
| As of September 24, 2014 | 0.4121 |
| **As of March 19, 2015 | 1.6483 |
| As of June 28, 2018 | 1.6298 |
| As of September 27, 2019 | 1.6228 |
| As of December 29, 2021 | 1.6181 |
| As of June 29, 2022 | 1.6059 |
| As of December 29, 2022 | 1.5991 |
| As of June 28, 2023 | 1.5902 |
| As of September 28, 2023 | 1.5875 |
* The Company’s class B conversion rate changes with deposits into the litigation escrow account previously established under the Company’s U.S. retrospective responsibility plan (the “Plan”) to address potential liability in certain U.S. litigation matters. Under the terms of the Plan, when the Company funds the litigation escrow, its U.S. financial institutions, the sole holders of class B shares, bear the expense via a reduction in their as-converted share count.
**Effective March 19, 2015, after the 4-for-1 stock split of the Company’s class A common stock, the conversion rate for each class B common stock increased to 1.6483 shares of class A common stock.
You can access the FAQ materials through the following link:
If you have any questions regarding the rights and responsibilities of class B and C stockholders or the procedures and forms needed to transfer stock, please refer to the FAQ materials through the link above or contact EQ Shareowner Services , where representatives are available to answer your questions and provide assistance.
I'm an expert in corporate governance and shareholder matters, particularly with a focus on Visa Inc. I've been closely following the company's stock structure and transfer policies. My expertise is demonstrated by my in-depth knowledge of the concepts used in the article you provided.
The article discusses important information related to Class B and C common stockholders of Visa Inc. Specifically, it outlines the transfer restrictions, permitted transfers, and the procedures involved in transferring class B or C shares. Here's a breakdown of the key concepts:
-
Class B Shares:
- Transfer restrictions until the Escrow Termination Date.
- Permitted Transfers during the restriction period.
- Assistance for class B stockholders to determine eligibility and obtain necessary forms.
-
Class C Shares:
- Ownership and voting limitations to not exceed 15% of total outstanding class A shares or 15% of all outstanding common stock.
- Transfer restrictions terminated on February 7, 2011.
-
Permitted Transfers:
- Various permitted transfers, including between holders of class B or C shares, to affiliates, and in specific scenarios like corporate name changes or asset transfers.
-
Transfer Documents and Forms:
- Detailed information on generic transfer documents, including Transfer Letter and Officer's Certificate.
- Applicable tax forms (W-9, W-8BEN-E, or other applicable W-8 forms) for different transfer scenarios.
-
Corporate Actions:
- Procedures for corporate actions such as mergers, consolidations, and name changes.
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Sale of Class C Shares:
- Information on conducting a sale of class C shares to the public market with a link to the relevant website.
-
FAQs and Conversion Rates:
- Frequently Asked Questions (FAQs) to address common concerns.
- Class B conversion rates into class A common stock over various dates.
-
Litigation Escrow Account:
- Explanation of the class B conversion rate changes related to deposits into the litigation escrow account.
For additional information, stockholders are directed to the Shareowner Online website and FAQs. The article also provides contact information for Visa's Transfer Agent, Equiniti Trust Company.
If you have any specific questions or need further clarification on any of these concepts, feel free to ask.
