DESCRIPTION OF NOTES
The following description is a summary of the terms of the notes being offered, and supplements the information under Description of Debt
Securities in the accompanying prospectus and, to the extent it is inconsistent, replaces the description in the accompanying prospectus. The descriptions in this prospectus supplement and the accompanying prospectus contain descriptions of
certain terms of the notes and the indenture but do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the indenture that has been filed as an exhibit to the registration
statement of which this prospectus supplement and the accompanying prospectus are a part, including the definitions of specified terms used in the indenture, and to the Trust Indenture Act of 1939, as amended. We urge you to read the indenture
because it, and not this description, defines your rights as a holder of the notes. For purposes of this description, references to Visa, the Company, we, our and us refer only to Visa Inc.
and not to its subsidiaries.
General
The 2026 notes
will initially be limited to an aggregate principal amount of 1,350,000,000. The 2026 notes will bear interest from June 1, 2022, payable annually on June 15, beginning on June 15, 2023, to the
persons in whose names the 2026 notes are registered at the close of business on June 1 (whether or not a business day) immediately preceding such June 15. The 2026 notes will mature on June 15, 2026.
The 2029 notes will initially be limited to an aggregate principal amount of 1,000,000,000. The
2029 notes will bear interest from June 1, 2022, payable annually on June 15, beginning on June 15, 2023, to the persons in whose names the 2029 notes are registered at the close of business on June 1 (whether or not a business day) immediately
preceding such June 15. The 2029 notes will mature on June 15, 2029.
The 2034 notes will initially be limited to an aggregate principal amount of 650,000,000. The 2034 notes will bear interest from June 1, 2022, payable annually on June 15, beginning on June 15, 2023, to the persons in whose names the 2034 notes are registered at the close of
business on June 1 (whether or not a business day) immediately preceding such June 15. The 2034 notes will mature on June 15, 2034.
Each series of
notes will be issued under an indenture dated as of December 14, 2015, between us and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association). The indenture is more fully described in the
accompanying prospectus.
We have initially appointed Elavon Financial Services DAC, UK Branch to act as paying agent in connection with the notes.
Elavon Financial Services DAC, UK Branch is an affiliate of the trustee. The term paying agent shall include Elavon Financial Services DAC, UK Branch and any successors appointed from time to time in accordance with the provisions of the
indenture. The corporate trust office of the paying agent is located at 125 Old Broad Street, Fifth Floor, London EC2N 1AR, United Kingdom.
The
notes are not subject to any sinking fund.
We may, without the consent of the existing holders of the notes, issue additional notes of any series
having the same terms (except the issue date, the date from which interest accrues and, in some cases, the first interest payment date) so that existing notes of a particular series and additional notes of such series form the same series under the
indenture, provided, however, that if any such additional notes are not fungible with the existing notes for U.S. federal income tax purposes, such additional notes will have a separate CUSIP number.
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