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  4. [8-K] CAPITAL ONE FINANCIAL CORP Reports Material Event

Brex holders register 10,385,749 Capital One (NYSE: COF) shares

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Capital One Financial Corporation filed an 8-K to provide legal exhibits tied to a new resale prospectus supplement. The Resale Prospectus Supplement No. 2 registers the offer and sale of an additional 39,843 shares of Capital One common stock. Including these, selling security holders may offer and sell up to 10,385,749 shares, which were issued to them as consideration in Capital One’s acquisition of Brex Inc., closed on April 7, 2026.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Additional shares registered for resale 39,843 shares Resale Prospectus Supplement No. 2
Total shares that may be resold 10,385,749 shares Combined Initial and No. 2 resale supplements
Previously registered shares 10,345,906 shares Initial Resale Prospectus Supplement dated April 23, 2026
Par value per common share $0.01 per share Capital One common stock
Brex acquisition closing date April 7, 2026 Date Capital One’s acquisition of Brex Inc. closed
Resale Prospectus Supplement No. 2 financial
"in connection with the prospectus supplement no. 2, dated June 9, 2026 (the “Resale Prospectus Supplement No. 2”)"
automatic shelf registration statement regulatory
"forms a part of the Company’s automatic shelf registration statement on Form S-3"
An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.
selling security holders financial
"the selling security holders referred to in the Initial Resale Prospectus Supplement"
consideration financial
"The Company issued these shares of Company Common Stock to the selling security holders as consideration in connection with the Company’s acquisition of Brex Inc."
Inline XBRL technical
"The cover page from this on , formatted in Inline XBRL"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
Offering Type resale/secondary
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Understanding 8-K Material Events →
CAPITAL ONE FINANCIAL CORP false 0000927628 0000927628 2026-06-09 2026-06-09 0000927628 us-gaap:CommonStockMember 2026-06-09 2026-06-09 0000927628 cof:SeriesIPreferredStockMember 2026-06-09 2026-06-09 0000927628 cof:SeriesJPreferredStockMember 2026-06-09 2026-06-09 0000927628 cof:SeriesKPreferredStockMember 2026-06-09 2026-06-09 0000927628 cof:SeriesLPreferredStockMember 2026-06-09 2026-06-09 0000927628 cof:SeriesNPreferredStockMember 2026-06-09 2026-06-09 0000927628 us-gaap:SeniorNotesMember 2026-06-09 2026-06-09
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

June 9, 2026

Date of Report (Date of earliest event reported)

 

 

CAPITAL ONE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-13300   54-1719854
(State or other jurisdiction
of incorporation)		  

(Commission

File Number)

   (IRS Employer
Identification No.)

 

1680 Capital One Drive,  
McLean, Virginia   22102
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (703) 720-1000

(Not applicable)

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

  

Trading
Symbol(s)

  

Name of Each Exchange

on Which Registered

Common Stock (par value $.01 per share)   COF   New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series I   COF PRI   New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series J   COF PRJ   New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series K   COF PRK   New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series L   COF PRL   New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series N   COF PRN   New York Stock Exchange
1.650% Senior Notes Due 2029   COF29   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 8.01

Other Events.

This current report on Form 8-K is filed for the purpose of filing the attached exhibit in connection with the prospectus supplement no. 2, dated June 9, 2026 (the “Resale Prospectus Supplement No. 2”), filed by Capital One Financial Corporation (the “Company”) with the Securities and Exchange Commission, which amends and supplements the prospectus supplement, dated April 23, 2026 (the “Initial Resale Prospectus Supplement”) and forms a part of the Company’s automatic shelf registration statement on Form S-3 (File No. 333-277813).

The Resale Prospectus Supplement No. 2 registers the offer and sale of an additional 39,843 shares of common stock, $0.01 par value per share, of the Company (“Company Common Stock”). The Company previously registered the offer and sale of up to 10,345,906 shares of Company Common Stock under the Initial Resale Prospectus Supplement. Accordingly, the selling security holders referred to in the Initial Resale Prospectus Supplement, as amended and supplemented by the Resale Prospectus Supplement No. 2, may offer and sell up to 10,385,749 shares of Company Common Stock. The Company issued these shares of Company Common Stock to the selling security holders as consideration in connection with the Company’s acquisition of Brex Inc., which closed on April 7, 2026.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

   

Description

5.1    Opinion of Wachtell, Lipton, Rosen & Katz
23.1    Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1)
104    The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

    CAPITAL ONE FINANCIAL CORPORATION
Date: June 9, 2026     By:  

/s/ MATTHEW W. COOPER

      Matthew W. Cooper
      General Counsel and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What does Capital One’s June 2026 8-K filing disclose?

The 8-K discloses that Capital One filed legal opinions as exhibits connected to Resale Prospectus Supplement No. 2. This supplement updates an existing shelf registration for shares issued in the Brex Inc. acquisition, allowing selling holders to resell additional Capital One common stock.

How many additional Capital One (COF) shares are registered in the new resale supplement?

Resale Prospectus Supplement No. 2 registers the offer and sale of an additional 39,843 shares of Capital One common stock. These shares are in addition to the amount previously registered under the Initial Resale Prospectus Supplement filed in April 2026.

What is the total number of Capital One shares that Brex sellers may resell?

After the new supplement, selling security holders may offer and sell up to 10,385,749 shares of Capital One common stock. This total includes both the previously registered 10,345,906 shares and the newly registered 39,843 shares from Resale Prospectus Supplement No. 2.

Why did Capital One issue these shares tied to the Brex transaction?

Capital One issued the shares of common stock to the selling security holders as consideration for acquiring Brex Inc. The acquisition closed on April 7, 2026, and these shares represent part of the purchase price paid in stock rather than cash.

What role does the automatic shelf registration on Form S-3 play here for Capital One?

The automatic shelf registration statement on Form S-3 provides the framework under which Capital One’s resale prospectus supplements are filed. Resale Prospectus Supplement No. 2 forms part of this shelf, specifying the additional 39,843 shares that selling holders may offer and sell.

Filing Exhibits & Attachments

5 documents

Other Documents