Item 3.02 Unregistered Sales of Equity Securities.

Since its quarterly report on Form 10-Q for the quarter ended June 30, 2020, filed on July 31, 2020, Visa Inc. issued 17,023,356 shares of Class A Common Stock to existing stockholders in exchange for shares of its Series A Convertible Participating Preferred Stock or Class C Common Stock. These conversions did not increase Visa's fully-diluted share count.

As a reminder, Visa issued 374,819 shares of Series A Preferred Stock, convertible into 37,481,900 shares of Class A Common Stock, on September 24, 2020 in connection with the release of approximately $7.3 billion from the Series B and Series C Convertible Participating Preferred Stock on the fourth anniversary of the Visa Europe acquisition transaction. Such shares were issued in reliance upon the exemption from registration afforded by Section 3(a)(9) of the Securities Act of 1933.

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