Capital One (COF) registers 10.39M Brex shares; issuer receives no proceeds

Rhea-AI Filing Summary

Capital One Financial Corporation amended its prospectus supplement to register 10,385,749 shares of common stock for resale by certain selling security holders that received shares in connection with the acquisition of Brex Inc. The supplement states the company is not selling any shares and will not receive proceeds from these resales.

The supplement updates the selling security holders table to (i) reflect pledges (or potential pledges) of certain shares to Goldman Sachs Bank USA and (ii) add additional holders to the "All other selling security holders" line. The prospectus supplement replaces prior references to 10,345,906 shares with the new registered amount.

Insights

Equity Capital Markets Analyst

Resale registration increases registered resale capacity slightly; issuer receives no proceeds.

Registration covers 10,385,749 shares of common stock issued in connection with the Brex acquisition. The supplement clarifies selling-holder pledges to Goldman Sachs Bank USA and replaces the prior 10,345,906-share figure.

Cash‑flow treatment is explicit: the issuer will not receive any proceeds. Subsequent trading activity will depend on selling holders' decisions and any pledge enforcement; timing and methods of resale are not specified in the excerpt.

Corporate Governance Specialist

Pledge disclosures and added selling holders update potential near‑term share supply details.

The table amendment lists examples of beneficial ownership and shares being offered, including large holder rows for Git Capital Holdings LLC and individuals tied to Brex consideration. The excerpt notes certain shares are pledged (or potentially pledged) to Goldman Sachs Bank USA.

These are factual updates to the selling‑holder schedule; the document does not state proceeds, sale methods, or timing. Future filings could show transfers or sales if holders transact or lenders enforce pledges.

Key Figures

Shares registered for resale: 10,385,749 shares Last reported sale price: $180.39 per share Git Capital beneficial ownership: 894,866 shares +2 more

5 metrics

Shares registered for resale 10,385,749 shares registered under prospectus supplement dated June 9, 2026

Last reported sale price $180.39 per share last reported sale price on <date>June 8, 2026</date>

Git Capital beneficial ownership 894,866 shares beneficially owned prior to this offering (table row)

Henrique Vasconcelos Dubugras beneficial ownership 502,962 shares beneficially owned prior to this offering (table row)

All other selling security holders beneficial ownership 6,113,951 shares aggregate line in selling security holders table

Key Terms

selling security holders, prospectus supplement, pledge, beneficially owned

4 terms

selling security holders regulatory

"offer and sale from time to time by certain selling security holders of up to 10,385,749 shares"

prospectus supplement regulatory

"This prospectus supplement amends and supplements the initial prospectus supplement"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

pledge financial

"the pledge (or potential pledge) by certain selling security holders of certain of their shares"

A pledge is a promise to use an asset—often shares or property—as collateral to secure a loan or obligation; if the borrower defaults, the lender can take or sell the pledged asset. For investors, pledged assets can signal higher financial risk because those assets may be forced into the market if the borrower fails to meet payments, potentially driving down the asset’s price like an unexpected supply dump.

beneficially owned regulatory

"Shares of Common Stock Beneficially Owned Prior to this Offering"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 06/09/2026 - 04:29 PM Accepted by SEC EDGAR 06/09/2026 - 04:06 PM Learn about SEC filing dates

FAQ

What does the June 9, 2026 prospectus supplement for COF register?

It registers 10,385,749 shares of Capital One common stock for resale by certain selling security holders. These shares were issued in connection with the Brex acquisition and the supplement replaces an earlier 10,345,906‑share figure.

Will Capital One (COF) receive proceeds from these registered resales?

No. The supplement states the company is not selling any shares under the prospectus and will not receive proceeds from sales by the selling security holders.

Does the supplement disclose any pledged shares affecting potential resale?

Yes. The supplement amends the selling holders table to reflect the pledge (or potential pledge) of certain shares by some selling security holders to Goldman Sachs Bank USA, which could affect future sales if enforced.

Which selling holders are shown as examples in the updated table?

The table shows examples including Git Capital Holdings LLC (beneficially owned 894,866 shares) and Henrique Vasconcelos Dubugras (beneficially owned 502,962 shares), with specific offered and retained amounts listed in the table.

Filed Pursuant to Rule 424(b)(7)

Registration No. 333-277813

PROSPECTUS SUPPLEMENT NO. 2

(To prospectus dated March 11, 2024 and

prospectus supplement dated April 23, 2026)

Capital One Financial Corporation

10,385,749 Shares

Common Stock

This prospectus supplement amends and supplements the information contained in the prospectus supplement, dated April 23, 2026 (the “initial prospectus supplement”), and the accompanying prospectus, dated March 11, 2024 (together with the initial prospectus supplement, the “prospectus”), relating to the offer and sale from time to time by certain selling security holders of up to 10,385,749 shares of our common stock, $0.01 par value per share (“common stock”), issued in connection with our acquisition of Brex Inc. This prospectus supplement amends and supplements the initial prospectus supplement to, among other things, increase the number of shares of our common stock registered for the offer and sale thereunder from 10,345,906 shares to 10,385,749 shares. Accordingly, all references to 10,345,906 shares of our common stock in the initial prospectus supplement are hereby replaced with 10,385,749 shares of our common stock.

This prospectus supplement should be read in conjunction with the prospectus and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the prospectus. This amendment is not complete without, and may only be delivered or utilized in connection with, the prospectus, including any future amendments or supplements thereto.

We are not selling any shares of common stock under this prospectus supplement and we will not receive any proceeds from any sale of shares of common stock by the selling security holders. Our common stock is listed on the New York Stock Exchange (“NYSE”) under the trading symbol “COF.” On June 8, 2026, the last reported sale price of our common stock was $180.39 per share.

Investing in our common stock involves risks. You should review carefully this prospectus supplement, the prospectus, the risks and uncertainties described in the section titled “Risk Factors” beginning on page S-7 of the initial prospectus supplement, as well as our other filings that are incorporated by reference into the prospectus.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The shares of common stock are not savings accounts, deposits or other obligations of a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation (the “FDIC”) or any other governmental agency or instrumentality.

The date of this prospectus supplement is June 9, 2026.

SELLING SECURITY HOLDERS

The following information is provided to amend and supplement the selling security holders table in the initial prospectus supplement to reflect (i) the pledge (or potential pledge) by certain selling security holders of certain of their shares of common stock described in the initial prospectus supplement to Goldman Sachs Bank USA (“Goldman Sachs Bank”) and (ii) the addition of certain selling security holders to the “All other selling security holders” line. The information set forth in the table below supersedes and replaces the corresponding rows in the selling security holders table in the initial prospectus supplement.

Name of Selling Security Holder

Shares of Common Stock Beneficially Owned Prior to this Offering

Number of Shares of Common Stock Being Offered

Shares of Common Stock Beneficially Owned Upon Completion of this Offering

Number

Percentage (1)

Number (2)

Percentage (1)(2)

Git Capital Holdings LLC (3) (4)

894,866

*

688,346

206,520

*

Henrique Vasconcelos Dubugras (5) (6)

502,962

*

502,962

—

*

Benjamin Gammell (7) (8)

484,328

*

349,206

135,122

*

All other selling security holders (9) (10) (11)

6,113,951

*

3,723,303

2,390,648

*

  * Less than 1%.

(1) Based on 616,019,481 shares of our common stock outstanding as of June 8, 2026.

(2) Assumes the sale of all shares offered by the selling security holders pursuant to this prospectus supplement.

(3) The sole manager and owner of Git Capital Holdings LLC is Pedro Franceschi, who is an employee of Capital One and was the co-founder, chief executive officer and a director of Brex prior to its acquisition by Capital One. The address of Git Capital Holdings LLC is PO Box 2652, Menlo Park, CA 94026, USA.

(4) The sole manager and owner of Git Capital Holdings LLC, Pedro Franceschi, may enter into a credit facility with Goldman Sachs Bank (any such facility, the “Franceschi Credit Facility”), pursuant to which Mr. Franceschi would pledge up to 688,346 shares of our common stock that are being offered subject to this prospectus supplement as security for Mr. Franceschi’s obligations under the Franceschi Credit Facility. Upon a default by Mr. Franceschi under the Franceschi Credit Facility, Goldman Sachs Bank, Goldman Sachs & Co. LLC (“Goldman Sachs & Co.”) and/or any affiliate thereof, may be a selling security holder hereunder and may sell the applicable shares of our common stock offered under this prospectus supplement. Goldman Sachs & Co., an affiliate of Goldman Sachs Bank and a U.S. registered broker-dealer, may be deemed to be an “underwriter” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). To our knowledge and based upon information we received from Goldman Sachs Bank, the shares would be pledged in the ordinary course of business and, as of the date hereof, Goldman Sachs Bank had no agreements or understandings, directly or indirectly, with any person (including any affiliate of Goldman Sachs Bank who is a registered broker-dealer) to distribute the shares.

(5) Consists of (i) 502,080 shares held by Henrique Vasconcelos Dubugras and (ii) 882 shares held by Ruby Capital Holdings LLC, of which Henrique Vasconcelos Dubugras is the sole owner. Mr. Dubugras was the chairman, and previously served as co-chief executive officer, of Brex prior to its acquisition by Capital One. The address of Mr. Dubugras is PO Box 2652, Dept 1650 Menlo Park, CA 94026 USA.

(6) Pursuant to a credit facility (the “Dubugras Credit Facility”) by and between Mr. Dubugras and Goldman Sachs Bank, 502,080 shares of our common stock that are being offered subject to this prospectus supplement have been pledged by Mr. Dubugras to Goldman Sachs Bank as security for Mr. Dubugras’ obligations under the Dubugras Credit Facility. Upon a default by Mr. Dubugras under the Dubugras Credit Facility, Goldman Sachs Bank, Goldman Sachs & Co. and/or any affiliate thereof, may be a selling security holder hereunder and may sell the applicable shares of our common stock offered under this prospectus supplement. Goldman Sachs & Co., an affiliate of Goldman Sachs Bank and a U.S. registered broker-dealer, may be deemed to be an “underwriter” within the meaning of the Securities Act. To our knowledge and based upon information we received from Goldman Sachs Bank, the shares were pledged in the ordinary

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course of business and, at the time of such pledge, Goldman Sachs Bank had no agreements or understandings, directly or indirectly, with any person (including any affiliate of Goldman Sachs Bank who is a registered broker-dealer) to distribute the shares.

(7) Benjamin Gammell is an employee of Capital One and previously served as chief financial officer and president of Brex prior to its acquisition by Capital One. Mr. Gammell is also a registered representative of Brex Treasury LLC, a registered broker-dealer. Mr. Gammell’s address is 2 Belgrave Ave, San Francisco, CA 94117.

(8) Mr. Gammell may enter into a credit facility with Goldman Sachs Bank (any such facility, the “Gammell Credit Facility”), pursuant to which Mr. Gammell would pledge up to 349,206 shares of our common stock that are being offered subject to this prospectus supplement as security for Mr. Gammell’s obligations under the Gammell Credit Facility. Upon a default by Mr. Gammell under the Gammell Credit Facility, Goldman Sachs Bank, Goldman Sachs & Co. and/or any affiliate thereof, may be a selling security holder hereunder and may sell the applicable shares of our common stock offered under this prospectus supplement. Goldman Sachs & Co., an affiliate of Goldman Sachs Bank and a U.S. registered broker-dealer, may be deemed to be an “underwriter” within the meaning of the Securities Act. To our knowledge and based upon information we received from Goldman Sachs Bank, the shares would be pledged in the ordinary course of business and, as of the date hereof, Goldman Sachs Bank had no agreements or understandings, directly or indirectly, with any person (including any affiliate of Goldman Sachs Bank who is a registered broker-dealer) to distribute the shares.

(9) Selling security holders included in this row who have or had any position (including employment positions), office or other material relationship with Brex or its subsidiaries, in each case within the past three years, beneficially owned 557,720 shares of our common stock prior to this offering, representing less than 1% of our outstanding shares of common stock, are offering 405,895 shares of our common stock and will beneficially own 151,825 shares of our common stock upon completion of this offering, representing less than 1% of our outstanding shares of common stock.

(10) Selling security holders included in this row who are or are affiliated with a registered broker-dealer beneficially owned 570,962 shares of our common stock prior to this offering, representing less than 1% of our outstanding shares of common stock, are offering 419,137 shares of our common stock and will beneficially own 151,825 shares of our common stock upon completion of this offering, representing less than 1% of our outstanding shares of common stock. The shares being offered herein by such selling security holders were acquired in the ordinary course of business, and at the time of acquisition, the selling stockholders had no agreements or understandings, directly or indirectly, with any person to distribute the securities.

(11) This row includes additional selling security holders who were made known to us based upon written representations from such selling security holders. Other than the inclusion of such additional selling security holders, this row does not reflect any other changes, including any shares of our common stock that may have been sold in the offering since the date of the initial prospectus supplement.

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