New York, February 15, 2026, 10:51 EST — Market closed
- Visa slid 3.1% to close at $314.08 on Friday, just before the extended U.S. market holiday.
- The latest filing spells out terms for swapping Class B shares, linking the move to exposure from swipe-fee litigation.
- Coming up: the Fed minutes drop Feb. 18, along with developments in significant U.S. court cases.
Visa Inc slipped 3.12% to finish at $314.08 on Friday, trailing behind the wider market into a long weekend for U.S. traders. Shares changed hands in a range from $312.82 to $326.48, still sitting well under the 52-week peak of $375.51.
With U.S. equity markets taking a break Monday for Washington’s Birthday/Presidents Day, Visa shareholders will have to wait until Tuesday for the next regular session.
The stakes are high for Visa, with its capital structure still deeply intertwined with the persistent “swipe-fee” lawsuits. Interchange fees—those charges merchants face when customers pay with cards—remain at the heart of the issue. Any indication that the legal cloud over Visa is lifting, or sticking around longer than expected, tends to move the stock.
Visa disclosed in an SEC filing on Friday that its board has cleared the way for a follow-up exchange offer for its outstanding Class B common stock, contingent on conditions laid out in its December 2023 proxy. Among the requirements: a full year must pass, and the company needs to see at least a 50% drop in estimated interchange reimbursement fees tied to unresolved U.S. claims—down from about $49.6 billion as of Oct. 1, 2023, to roughly $39.4 billion projected for Oct. 1, 2025. Visa pointed to recent dismissals, as well as an expected dismissal in the 7-Eleven case pending in New York “within the next several weeks,” as likely to push the estimate under that threshold. After that, Visa plans to file a Form S-4 with the SEC before rolling out any exchange offer. SEC
Visa’s investor documents spell out the significance of Class B: those shares are mostly locked up—transfers aren’t allowed until a set escrow end date. By contrast, the company notes that transfer limits on Class C stock lifted in August 2024, so those shares now move freely. Visa also points out the Class B-to-Class A conversion rate shifts when it funds a litigation escrow for its U.S. retrospective responsibility plan, effectively pushing those costs onto Class B holders by diluting the as-converted share count.
Visa shares dropped Friday, with little help from the broader market action to clarify the move. The main U.S. indexes eked out tiny gains, as January inflation numbers landed just below forecasts. “It is a bit of good news as we head into the long holiday weekend,” said Tim Holland, chief investment officer at Orion. Reuters
Visa’s dominance in European card payments is under the microscope during the Milano Cortina Winter Games. According to Reuters, thanks to a sponsorship deal stretching from 1986 through 2032, Visa stands alone as the card accepted in official Olympic stores. Piero Cipollone, a member of the ECB Executive Board, pointed out that international giants like Visa and Mastercard still handle about two-thirds of card payments across the euro area. Europe, he noted, must “address our current dependencies in retail payments” as it aims to roll out a digital euro by 2029. Reuters
Regulatory scrutiny continues to loom over the U.S. legal battle on card fees. Back in November, Visa and Mastercard put a new settlement proposal on the table for merchants embroiled in the antitrust dispute over interchange fees. The agreement is still up in the air, pending a judge’s sign-off.
But here’s the snag: Visa’s exchange offer still depends on legal steps tied to ongoing litigation, plus an SEC review that’s out of the company’s hands. Any delays in the courts—or if regulators get tougher on acceptance fees—could stretch out the saga, leaving the stock trading as if that legal overhang isn’t going anywhere.
Markets resume trading Tuesday. Up ahead on Wednesday, a key event: the Federal Reserve will issue minutes from its Jan. 27–28 policy meeting, set for release Feb. 18, 2 p.m. ET. Visa holders, meanwhile, have their eyes on any potential Form S-4 filing and the court proceedings the company identified as a trigger for its Class B exchange terms.
