Capital One (NYSE: COF) plans $5.15B cash-and-stock acquisition of Brex

Rhea-AI Filing Summary

Capital One Financial Corporation has agreed to acquire Brex Inc. under an Agreement and Plan of Merger and Reorganization. The deal values Brex at an aggregate consideration of $5,150,000,000, consisting of approximately $2.75 billion in cash and approximately 10.6 million shares of Capital One common stock. The transaction is subject to customary closing conditions, including required regulatory approvals, so it is not yet complete.

The Capital One shares to be issued in the transaction are intended to be exempt from registration under the Securities Act by relying on Section 4(a)(2). Capital One and Brex issued a joint press release announcing the signing of the merger agreement, which is included as an exhibit. The filing also includes standard cautionary language that forward-looking statements about the expected benefits of the deal are subject to risks, including that those benefits may not be fully realized.

Insights

Banking & Fintech M&A Analyst

Capital One plans a $5.15B cash-and-stock acquisition of Brex, pending regulatory approvals.

Capital One Financial Corporation has signed a definitive agreement to acquire Brex Inc. for aggregate consideration of $5,150,000,000. The consideration mix includes approximately $2.75 billion in cash and approximately 10.6 million shares of Capital One common stock, indicating a meaningful combination of upfront cash outlay and equity issuance. The closing remains subject to customary conditions, including receipt of required regulatory approvals.

The shares of common stock to be issued in the transaction are intended to rely on the Section 4(a)(2) exemption under the Securities Act, meaning they are not being registered for a public offering in connection with this deal. This approach can streamline execution but limits initial resale options to parties who receive those shares. The forward-looking statements section emphasizes that expected benefits from the transaction may not be fully realized and highlights general transaction-related risks, while pointing readers to Capital One’s 10-K, 10-Q, and 8-K filings for broader risk factors.

The joint press release, incorporated as Exhibit 99.1 and dated January 22, 2026, provides the public communication of the agreement’s signing. Future company filings and regulatory outcomes will determine if and when the transaction is completed and how its terms ultimately affect Capital One’s financial profile and shareholders.

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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

January 22, 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 3.02 Unregistered Sales of Equity Securities.

On January 22, 2026, Capital One Financial Corporation (the “Company”) entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Brex Inc., a Delaware corporation (“Brex”), and certain other parties thereto, pursuant to which, upon the terms and subject to the conditions set forth therein, the Company will acquire Brex (the “Transaction”). The completion of the Transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals.

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, the Company will acquire the outstanding equity of Brex for $5,150,000,000 in aggregate consideration, subject to certain adjustments described in the Merger Agreement, consisting of approximately $2.75 billion in cash and approximately 10.6 million shares of common stock, par value $0.01 per share, of the Company (“Company Common Stock”).

The shares of Company Common Stock to be issued under the Merger Agreement are intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of the exemption provided in Section 4(a)(2) of the Securities Act.

Item 7.01 Regulation FD Disclosure.

On January 22, 2026, the Company and Brex issued a joint press release announcing the execution of the Merger Agreement and the Transaction, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information provided in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act, except as otherwise expressly stated in such filing.

Forward-Looking Statements

Information in this communication, other than statements of historical facts, may constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may include, but are not limited to, statements related to the expected benefits of the Transaction. Forward-looking statements often use words such as “will,” “anticipate,” “target,” “expect,” “think,” “estimate,” “intend,” “plan,” “goal,” “believe,” “forecast,” “outlook” or other words of similar meaning. Any forward-looking statements made by Capital One or on its behalf speak only as of the date they are made or as of the date indicated, and Capital One does not undertake any obligation to update forward-looking statements as a result of new information, future events or otherwise. Capital One cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information due to a number of factors. Such factors include, among others, risks relating to the Transaction, including the risk that the benefits from the Transaction may not be fully realized. Additional factors that could affect future results of Capital One can be found in Capital One’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, in each case filed with the SEC and available on the SEC’s website at http://www.sec.gov.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Joint press release of Capital One Financial Corporation and Brex Inc., dated January 22, 2026
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: January 22, 2026				By:		/s/ MATTHEW W. COOPER
						Matthew W. Cooper
						General Counsel and Corporate Secretary

FAQ

What transaction did Capital One (COF) announce with Brex Inc.?

Capital One Financial Corporation entered into an Agreement and Plan of Merger and Reorganization to acquire Brex Inc.. The transaction will proceed upon satisfaction of customary closing conditions, including required regulatory approvals.

How much is Capital One paying to acquire Brex Inc.?

Capital One agreed to acquire Brex Inc. for aggregate consideration of $5,150,000,000, consisting of approximately $2.75 billion in cash and approximately 10.6 million shares of Capital One common stock.

How will Capital One fund the Brex transaction in terms of structure?

The consideration for the Brex acquisition includes a mix of approximately $2.75 billion in cash and approximately 10.6 million shares of Capital One common stock, as specified in the merger agreement, with final amounts subject to certain adjustments.

Are the Capital One shares issued in the Brex deal registered with the SEC?

The shares of Capital One common stock to be issued in the Brex transaction are intended to be exempt from registration under the Securities Act of 1933 by virtue of the exemption provided in Section 4(a)(2).

Is the Capital One–Brex acquisition already completed?

No. The completion of the transaction is subject to customary closing conditions, including receipt of required regulatory approvals, so the acquisition has not yet closed based on the disclosed information.

What forward-looking risks does Capital One highlight about the Brex transaction?

Capital One notes that forward-looking statements are not guarantees of future performance and states that risks relating to the transaction include the possibility that the benefits may not be fully realized, among other factors described in its 10-K, 10-Q, and 8-K filings.

Did Capital One and Brex issue a public announcement about the merger agreement?

Yes. Capital One and Brex issued a joint press release announcing the execution of the merger agreement and the transaction, which is attached as Exhibit 99.1 and dated January 22, 2026.