New York, Feb 13, 2026, 19:12 EST — After-hours
Visa shares fell 3.1% in Friday trading and were last unchanged after hours at $314.08, after touching a session low of $312.85. The payments company said in an SEC filing its board has authorized a successive exchange offer for its Class B stock once litigation-linked conditions are met, including a 50% reduction in estimated interchange reimbursement fees at issue in unresolved U.S. cases; it put those fees at about $39.4 billion as of Oct. 1, 2025, down from $49.6 billion as of Oct. 1, 2023, and said a further drop could come within weeks as claims in a 7-Eleven case are dismissed.
The update matters because it points straight at a long-running legal overhang for Visa: interchange, the “swipe” fees tied to card purchases. Investors have treated that exposure as manageable for years, but the filing ties the next step in Visa’s share structure to court actions and those fee estimates.
It also reopens a familiar question around supply. An exchange that produces freely transferable shares can change who owns the stock and, in time, how much paper is available to sell.
Visa lagged a steady broader market on Friday. The S&P 500 finished slightly higher and the Dow also rose, while Mastercard fell and Visa’s trading volume ran well above its recent average; the stock remains about 16% below its 52-week high.
Visa has used exchange offers to reshape its restricted Class B holdings before. In April 2024, it began an initial exchange offer for Class B-1 stock, offering a mix that included Class C shares, which are designed to be transferable.
The legal angle is not new to the story. In its Jan. 29 earnings release, Chief Executive Ryan McInerney called it “a very strong fiscal first quarter” as Visa reported net revenue of $10.9 billion, up 15%, and said it returned $5.1 billion to shareholders through buybacks and dividends. Fortune
Friday’s session also came after U.S. inflation data showed consumer prices rose less than expected in January, while underlying inflation remained firm. The report left traders debating how soon the Federal Reserve can cut rates, even as the stock market held up.
But the share-exchange plan is conditional, and the clock is not fully in Visa’s hands. If court dismissals or settlements take longer than expected, or if regulators tighten their grip on card fees, the legal cloud can linger — and any hint of extra stock supply down the road tends to make investors skittish.
The next tape for Visa comes after a long weekend. U.S. stock markets are closed on Monday for Presidents Day, pushing the next regular session to Tuesday.
Beyond that, traders are bracing for fresh signals on rates and consumer demand. The Fed says minutes are released three weeks after the policy decision — putting the next set in play on Feb. 18 — and the government’s next PCE inflation report is scheduled for Feb. 20, while investors also watch for any court update tied to the 7-Eleven case flagged by Visa.
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