Visa Inc. (NYSE: V) — research brief (BMC #058)

Prepared 2026-10-09 (America/Chicago). Labels: FACT = stated by Visa (Form 10-K FY2025, Form 10-Q for the quarter ended 30 Jun 2026, Q3 FY2026 earnings release, Visa corporate/press pages); SECONDARY = third-party commentary (none is relied on for a number here); INFERENCE = arithmetic or reasoning by this project from company-stated numbers. No invented figures. Visa's fiscal year ends 30 September (FY2025 = Oct 2024–Sep 2025; fiscal Q3 2026 = Apr–Jun 2026). Non-GAAP measures are company-defined.

Sources (accessed 2026-10-09)

Teaching arc

Visa is a network of networks that does not lend, issue cards, or bear credit risk (FACT, 10-K: "Visa is not a financial institution. We do not issue cards, extend credit or set rates and fees for account holders… nor do we earn revenue from or bear credit risk"). Banks issue cards and acquirers sign up merchants; Visa runs VisaNet, which authorizes, clears and settles the transaction → Visa is paid by its bank clients through four revenue lines (service, data processing, international transaction, other), not from interchange itself ("the fees we receive from issuers and acquirers are not derived from IRFs or MDRs", FACT) → FY25 gross revenue $55.8B (INFERENCE: sum of four lines) minus $15.8B of client incentives (28%, INFERENCE) = $40.0B net revenue (+11%), on $17T of payments and cash volume, with a ~60% GAAP operating margin (INFERENCE) → growth is shifting to value-added services (risk/fraud, issuing, acceptance, advisory: $10.9B in FY25, +24%; $3.8B in fiscal Q3 2026, +33%) and new flows (Visa Direct, commercial/B2B, "network of networks" over A2A rails), plus agentic commerce (Visa Intelligent Commerce, Trusted Agent Protocol) → the overhang is legal: $2.56B FY25 litigation provision, the interchange MDL, European interchange claims, and the U.S. DOJ debit-monopolization suit.

Key numbers (FACT unless noted)

FY2025 (10-K):

Fiscal Q3 2026 (quarter ended 30 Jun 2026; 10-Q + release):

Business model mechanics (FACT, 10-K)

Legal overhang (FACT)

Agentic commerce and new flows (FACT / press)

Caveats

# Visa Inc. (NYSE: V) — research brief (BMC #058)

Prepared 2026-10-09 (America/Chicago). Labels: **FACT** = stated by Visa (Form 10-K FY2025, Form 10-Q for the quarter ended 30 Jun 2026, Q3 FY2026 earnings release, Visa corporate/press pages); **SECONDARY** = third-party commentary (none is relied on for a number here); **INFERENCE** = arithmetic or reasoning by this project from company-stated numbers. No invented figures. Visa's fiscal year ends 30 September (FY2025 = Oct 2024–Sep 2025; fiscal Q3 2026 = Apr–Jun 2026). Non-GAAP measures are company-defined.

## Sources (accessed 2026-10-09)
- Annual Report on Form 10-K for FY ended 30 Sep 2025 (filed 6 Nov 2025): https://www.sec.gov/Archives/edgar/data/1403161/000140316125000089/v-20250930.htm
- Quarterly Report on Form 10-Q for the quarter ended 30 Jun 2026 (filed 29 Jul 2026): https://www.sec.gov/Archives/edgar/data/1403161/000140316126000104/v-20260630.htm
- Fiscal Q3 2026 results release, 28 Jul 2026 (8-K Ex. 99.1): https://www.sec.gov/Archives/edgar/data/1403161/000140316126000103/q32026earningsrelease.htm
- Visa corporate "What we do" fact sheet: https://corporate.visa.com/en/about-visa.html
- Visa press release, Intelligent Commerce Connect, 8 Apr 2026: https://usa.visa.com/about-visa/newsroom/press-releases.releaseId.22276.html
- Visa press release, Trusted Agent Protocol, 14 Oct 2025: https://corporate.visa.com/en/sites/visa-perspectives/newsroom/visa-unveils-trusted-agent-protocol-for-ai-commerce.html
- Logo: Simple Icons "Visa" glyph (CC0) in a Visa-blue (#1A1F71) rounded tile.
- Raw text saved in /workspace/visa-src/ (10k.txt, 10q.txt, ex99.txt, web-notes.txt).

## Teaching arc
Visa is a network of networks that does **not** lend, issue cards, or bear credit risk (FACT, 10-K: "Visa is not a financial institution. We do not issue cards, extend credit or set rates and fees for account holders… nor do we earn revenue from or bear credit risk"). Banks issue cards and acquirers sign up merchants; Visa runs VisaNet, which authorizes, clears and settles the transaction → Visa is paid by its bank clients through four revenue lines (service, data processing, international transaction, other), **not** from interchange itself ("the fees we receive from issuers and acquirers are not derived from IRFs or MDRs", FACT) → FY25 gross revenue $55.8B (INFERENCE: sum of four lines) minus $15.8B of client incentives (28%, INFERENCE) = $40.0B net revenue (+11%), on $17T of payments and cash volume, with a ~60% GAAP operating margin (INFERENCE) → growth is shifting to **value-added services** (risk/fraud, issuing, acceptance, advisory: $10.9B in FY25, +24%; $3.8B in fiscal Q3 2026, +33%) and **new flows** (Visa Direct, commercial/B2B, "network of networks" over A2A rails), plus agentic commerce (Visa Intelligent Commerce, Trusted Agent Protocol) → the overhang is legal: $2.56B FY25 litigation provision, the interchange MDL, European interchange claims, and the U.S. DOJ debit-monopolization suit.

## Key numbers (FACT unless noted)
**FY2025 (10-K):**
- Net revenue $40,000M (+11%; FY24 $35,926M; FY23 $32,653M). U.S. $15,633M (39%, INFERENCE); international $24,367M (61%, INFERENCE; +15%).
- Revenue lines: service $17,539M (+9%); data processing $19,993M (+13%); international transaction $14,166M (+12%); other $4,053M (+27%); client incentives $(15,751)M (+14%).
- Gross revenue before incentives $55,751M (INFERENCE); incentives = 28.3% of it (INFERENCE). Mix of gross: service 31%, data processing 36%, international 25%, other 7% (INFERENCE).
- Value-added services (VAS) revenue $10.9B (FY24 $8.8B; FY23 $7.2B), +24%, recognized inside data processing, other and service revenue; ≈20% of gross revenue (INFERENCE: $10.9B ÷ $55.75B). Four VAS portfolios: Issuing Solutions (~$125B annual revenue opportunity), Acceptance Solutions (~$95B), Risk and Security Solutions (~$150B), Advisory and Other Services (~$150B) = ~$520B (company estimate based on third-party studies); 200+ products.
- Operating expenses $16,006M (+30%): personnel $6,961M; marketing $1,684M; network and processing $894M; professional fees $759M; D&A $1,220M; G&A $1,926M; litigation provision $2,562M (FY24 $462M). Non-GAAP opex $12,906M.
- GAAP operating income ≈ $23,994M → ≈60% margin (INFERENCE: $40,000M − $16,006M); excl. litigation and other non-GAAP items ≈ 68% (INFERENCE: $40,000M − $12,906M). Net income $20,058M (+2%); diluted EPS $10.20; non-GAAP EPS $11.47 (+14%).
- Volume and scale: payments and cash volume $17T; 329B payments and cash transactions with Visa's brand (901M per day), of which 258B processed by Visa; nearly 5B payment credentials; ~14,500 financial institutions; 175M+ merchant locations (incl. an estimated 64M via payment facilitators); 200+ countries and territories. >16B tokens provisioned (Sep 30 2025).
- Employees ~34,100 (+8%); 86 countries; >60% outside the U.S.
- Settlement exposure: Visa guarantees settlement to clients; FY25 maximum daily settlement exposure $153.4B, average $91.2B; collateral $8.8B; "historically… minimal losses" (Note 12).
- Client incentive liabilities: $10.4B short-term + $0.2B long-term at 30 Sep 2025.
- Acquisitions: Pismo ($929M, Jan 2024), Featurespace ($946M, Dec 2024); Tink (2022, open banking).
- Company-stated opportunity sizes: >$40T addressable consumer spend (>$20T "underserved"); commercial and money-movement flows ~$200T/yr, incl. ~$35T B2B (Visa Commercial Solutions) and ~$55T P2P/B2C/G2C + ~$25T B2B via Visa Direct; VAS ~$520B revenue opportunity. Strategy pillars: Consumer Payments (CP), Commercial & Money Movement Solutions (CMS, formerly "new flows"), Value-Added Services (VAS).
- Stablecoin/crypto: since 2020 Visa has facilitated >$100B of crypto/stablecoin purchases and >$35B of spend via crypto-linked Visa credentials.
- Agentic: Visa Intelligent Commerce (tokenized credentials + authentication, personalization, intelligent payment processing); MCP server; Trusted Agent Protocol; 2025 pilot processed live agentic token transactions in e-commerce and enterprise environments.

**Fiscal Q3 2026 (quarter ended 30 Jun 2026; 10-Q + release):**
- Net revenue $11,633M (+14%; +13% constant dollar): service $4,922M (+14%); data processing $6,042M (+17%); international transaction $3,853M (+6%); other $1,496M (+45%); client incentives $(4,680)M (+18%). Gross before incentives $16,313M (INFERENCE); incentives 28.7% (INFERENCE).
- Nine months: net revenue $33,764M (+15%); VAS $10.3B vs $7.8B (+32%); Q3 VAS $3.8B vs $2.8B (+33%) ≈ 23% of Q3 gross revenue (INFERENCE). Client consulting engagements ≈ +30%. Remaining performance obligations $5.6B (mostly VAS; ~half within two years).
- Drivers (constant dollar): payments volume +10%; cross-border ex-intra-Europe +12% (total cross-border +13%); processed transactions 71.7B (+10%); payment credentials +8% (as of 31 Mar 2026).
- GAAP opex $4,756M (+19%) incl. $563M severance and $237M MDL litigation provision special items; non-GAAP opex $3,878M (+17%). GAAP net income $5,628M (+7%), EPS $2.97; non-GAAP net income $6,296M, EPS $3.32 (+11%). Operating margin ≈ 59% GAAP / ≈ 67% non-GAAP (INFERENCE).
- Cash, equivalents and investment securities $13.9B; Q3 repurchases 14.5M shares for $4.9B; $28.4B authorization remaining; quarterly dividend $0.670.
- Feb 2026: acquired Prisma and Newpay (Argentina; issuer processing, Banelco ATM network, PagoMisCuentas bill pay, real-time payments) for $1.5B cash; subject to Argentine competition-authority review.
- Operating cash flow nine months $16.3B (vs $16.8B), citing higher litigation payments and incentive payments.

## Business model mechanics (FACT, 10-K)
- Four-party model: consumer → seller → acquirer → (VisaNet) → issuer. Issuer pays acquirer the transaction value minus the interchange reimbursement fee (IRF); acquirer pays the seller minus the merchant discount rate (MDR). Visa sets *default* IRFs "independently from the revenue we receive from issuers and acquirers"; Visa's fees "are not derived from IRFs or MDRs." If a processor doesn't use VisaNet Visa "may earn only service revenue".
- Service revenue: earned from client usage of Visa's payment services, recognized on prior-quarter payments volume. Data processing: authorization, clearing, settlement, network access, plus VAS (acceptance, risk, some issuing). International transaction: cross-border processing and currency conversion. Other: advisory and other services, certain issuing, brand/technology license fees. Client incentives: paid to FIs, sellers and partners to grow volume/acceptance/innovation — contra-revenue.
- Competitors named: American Express, Diners Club/Discover (now owned by Capital One), JCB, Mastercard, UnionPay; also A2A/RTP networks and other payment forms.

## Legal overhang (FACT)
- Interchange MDL (MDL 1720, S.D.N.Y.): FY25 additional accruals $2.2B; $875M added to U.S. litigation escrow in FY25. Visa and Mastercard signed a superseding amended settlement of the Injunctive Relief Class claims on 10 Nov 2025; preliminary approval granted 9 Jun 2026; motion for final approval filed 15 Jul 2026. Individual opt-out merchant settlements cover ~95% of Visa-branded card sales volume of opt-out merchants (10-Q). Estimated interchange at issue in unresolved U.S. covered claims: ~$49.6B (1 Oct 2023) → ~$39.4B (1 Oct 2025). U.S. litigation escrow balance $888M at 30 Jun 2026 (vs $2,990M at 30 Sep 2025). Apr 2026: new class complaint (Potayto-Potahto) in S.D.N.Y.
- DOJ: Antitrust Division filed a Sherman Act complaint on 24 Sep 2024 (S.D.N.Y.) alleging monopolization/attempted monopolization of U.S. general-purpose debit network services and card-not-present debit through agreements with merchants, acquirers and others; Visa's motion to dismiss was denied 23 Jun 2025 (10-K). The Q3 FY26 10-Q legal note does not carry a separate DOJ paragraph (it lists follow-on merchant/cardholder debit class actions, amended 27 Feb 2026); check the docket for current status.
- Europe/UK: >1,200 merchants have brought interchange claims in the UK and elsewhere; >950 settled, >100 outstanding; UK CAT decisions in 2025–26 with permission to appeal granted 17 Mar 2026.
- U.S. securities class action dismissed without leave to amend, 29 Jun 2026.
- Retrospective responsibility plan: class B/C share conversion mechanics insulate class A holders from covered litigation (exchange offer settled 12 May 2026; $250M escrow deposit 25 Jun 2026).

## Agentic commerce and new flows (FACT / press)
- Visa Intelligent Commerce, MCP server, Trusted Agent Protocol (announced 14 Oct 2025 with Cloudflare; uses RFC 9421 HTTP Message Signatures) — FACT (Visa press/developer pages).
- Intelligent Commerce Connect (8 Apr 2026): one Visa Acceptance Platform integration for agent payment initiation, tokenization, spend controls and authentication; supports TAP, MPP, ACP, UCP; pilot partners Aldar, AWS, Diddo, Highnote, Mesh, Payabli, Sumvin — FACT (Visa press release). No agentic revenue figure is disclosed; do not infer one.
- Visa Direct / Visa Commercial Solutions / Visa+ / Visa A2A / Visa Pay / Tink are described in the 10-K; revenue for them is not broken out separately.

## Caveats
- VAS is a company-defined slice recognized inside service/data-processing/other revenue; ratios to gross revenue are INFERENCE.
- "Net revenue ÷ volume" (~0.24%: $40.0B ÷ $17T) mixes payments and cash volume and is rough (INFERENCE).
- Opportunity sizes are Visa's estimates based on third-party studies, not forecasts of Visa revenue.