Brex deal shares: Capital One (NYSE: COF) files resale supplement

How many Capital One (COF) shares are covered by the Brex-related resale?

What is the connection between Capital One’s Brex acquisition and this share resale?

What registration statement does Capital One use for the Brex-related share resale?

Rhea-AI Filing Summary

FAQ

Filing Exhibits & Attachments

8-K Event Classification

Key Figures

Key Terms

What does Capital One’s April 23, 2026 8-K disclose for COF investors?

Which legal opinions are included with Capital One’s resale filing?

What securities of Capital One (COF) are listed on the New York Stock Exchange?

The Resale Prospectus Supplement covers up to 10,345,906 Capital One common shares. These shares were previously issued to selling security holders as consideration in the acquisition of Brex Inc., and may now be offered and sold by those holders under the shelf registration.

The shares covered by the resale were issued as consideration for acquiring Brex Inc. Capital One delivered 10,345,906 common shares to selling security holders in that transaction, and the Resale Prospectus Supplement permits those holders to offer and sell those shares in the market.

The resale uses Capital One’s automatic shelf registration statement on Form S-3, identified as File No. 333-277813. The Resale Prospectus Supplement forms part of this shelf, allowing selling security holders to offer and sell up to 10,345,906 common shares previously issued as deal consideration.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Capital One Financial Corporation is facilitating a potential resale of shares it previously issued in a recent acquisition. The company filed an exhibit in connection with a Resale Prospectus Supplement that allows selling security holders to offer and sell up to 10,345,906 shares of Capital One common stock. These shares were issued to those holders as consideration for Capital One’s acquisition of Brex Inc., which closed on April 7, 2026, and are registered under the company’s automatic shelf registration statement on Form S-3.

2 items: 8.01, 9.01

2 items

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.

Resale shares registered: 10,345,906 shares Brex acquisition closing date: April 7, 2026 Form type: Form S-3 (File No. 333-277813) +1 more

4 metrics

Resale shares registered 10,345,906 shares Common stock under Resale Prospectus Supplement

Brex acquisition closing date April 7, 2026 Date Capital One’s acquisition of Brex Inc. closed

Form type Form S-3 (File No. 333-277813) Automatic shelf registration statement

Senior Notes listed 1.650% Senior Notes due 2029 Listed on New York Stock Exchange as COF29

Resale Prospectus Supplement, automatic shelf registration statement, selling security holders, Depositary Shares, +2 more

6 terms

Resale Prospectus Supplement regulatory

"in connection with the prospectus supplement, dated April 23, 2026 (the “Resale Prospectus Supplement”)"

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 Resale Prospectus Supplement may offer and sell up to 10,345,906 shares"

Depositary Shares financial

"Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock"

Depositary shares are tradable certificates that represent a fractional piece of a larger security held by a third-party bank, like owning a slice of a single big pie instead of the whole pie. They let companies issue and investors buy smaller, more affordable portions of preferred stock or other instruments; holders usually receive proportional dividends and market pricing similar to ordinary shares, but may have limited voting rights and different liquidity or tax implications, which can affect income and resale value.

Fixed Rate Non-Cumulative Perpetual Preferred Stock financial

"Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series I"

A fixed rate non-cumulative perpetual preferred stock is a type of share that pays a set dividend rate indefinitely and has no scheduled repayment date. It sits ahead of common stock for dividends and in liquidation, so it’s like a forever bond that gives regular income; however, if the issuer skips a dividend payment the missed amount is not owed later (non-cumulative), so investors face income risk and interest-rate sensitivity.

Opinion of Wachtell, Lipton, Rosen & Katz regulatory

"5.1 | | Opinion of Wachtell, Lipton, Rosen & Katz"

Understanding 8-K Material Events →

04/23/2026 - 06:15 AM

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

April 23, 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, dated April 23, 2026 (the “Resale Prospectus Supplement”), filed by Capital One Financial Corporation (the “Company”) with the Securities and Exchange Commission, which forms a part of the Company’s automatic shelf registration statement on Form S-3 (File No. 333-277813).

The selling security holders referred to in the Resale Prospectus Supplement may offer and sell up to 10,345,906 shares of common stock, $0.01 par value per share, of the Company (“Company Common Stock”) under the Resale Prospectus Supplement. 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.

Source: View Original Filing on SEC EDGAR

It discloses that Capital One filed an exhibit tied to a Resale Prospectus Supplement. Selling security holders may offer and sell up to 10,345,906 common shares issued as consideration for Capital One’s acquisition of Brex Inc., under its automatic shelf registration statement on Form S-3.

The filing includes an opinion of Wachtell, Lipton, Rosen & Katz as Exhibit 5.1. A related consent from the same firm is included as Exhibit 23.1, with the consent incorporated within the legal opinion, supporting the registration of the resale shares under the Form S-3 shelf.

Capital One lists its common stock and several series of preferred stock depositary shares on the New York Stock Exchange, along with 1.650% Senior Notes due 2029. Tickers include COF for common stock and preferred tickers such as COF PRI, COF PRJ, COF PRK, COF PRL, COF PRN, and COF29.

CAPITAL ONE FINANCIAL CORPORATION

Date: April 23, 2026

/s/ MATTHEW W. COOPER

Matthew W. Cooper

General Counsel and Corporate Secretary

5 documents