Capital One (NYSE: COF) seals $2.56B Brex deal and grants RSUs

Capital One (NYSE: COF) seals $2.56B Brex deal and grants RSUs

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8-K Event Classification

Key Figures

Key Terms

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

What was the purchase price Capital One (COF) paid for Brex Inc.?

How did Capital One (COF) structure the stock consideration for the Brex deal?

What special equity award did Capital One (COF) grant to Frank LaPrade?

What are the vesting terms of Frank LaPrade’s restricted stock units at Capital One (COF)?

Under what securities law exemption were Capital One (COF) shares issued in the Brex acquisition?

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Form Type

8-K

Capital One Financial Corporation completed its previously announced acquisition of Brex Inc. on April 7, 2026. Under the merger agreement, Capital One acquired all outstanding Brex equity for approximately $2.56 billion in cash plus 10,646,306 shares of Capital One common stock, with the cash amount subject to customary post-closing adjustments.

The company issued the stock portion of the consideration under a private placement exemption from registration relying on Section 4(a)(2) of the Securities Act. On the same date, the board approved a special award to executive Frank LaPrade of 11,041 restricted stock units, with a grant-date value of about $2.0 million, vesting in three equal annual installments and settling entirely in Capital One common stock.

Capital One closes a sizable cash-and-stock deal for Brex and grants a targeted RSU award.

Capital One completed the acquisition of Brex Inc. for approximately $2.56 billion in cash plus 10,646,306 shares of common stock. This is a meaningful transaction size that could expand Capital One’s capabilities in Brex’s business areas, although the excerpt does not quantify financial impacts or synergies.

The stock consideration was issued under a private placement exemption relying on Section 4(a)(2) of the Securities Act, which keeps the issuance out of the public registration process. A special $2.0 million award of 11,041 RSUs to Frank LaPrade aligns compensation with integration work, as the units vest over three years and settle in stock. Actual effects on earnings, capital, and integration outcomes are not detailed in this excerpt.

2 items: 3.02, 5.02

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Brex cash consideration: $2.56 billion Brex stock consideration: 10,646,306 shares Executive RSU grant value: $2.0 million +2 more

5 metrics

Brex cash consideration $2.56 billion Cash portion of purchase price for Brex equity

Brex stock consideration 10,646,306 shares Capital One common stock issued as part of Brex acquisition

Executive RSU grant value $2.0 million Grant-date value of special RSU award to Frank LaPrade

Executive RSU quantity 11,041 RSUs Restricted stock units granted tied to Brex transaction and integration

RSU vesting schedule 3 annual installments Vests on first, second, and third anniversaries of grant date

Agreement and Plan of Merger and Reorganization, Section 4(a)(2) of the Securities Act, restricted stock units, post-closing adjustment, +1 more

5 terms

Agreement and Plan of Merger and Reorganization financial

"pursuant to the terms of an Agreement and Plan of Merger and Reorganization, dated as of January 22, 2026"

Section 4(a)(2) of the Securities Act regulatory

"in a transaction exempt from registration ... by virtue of the exemption provided in Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

restricted stock units financial

"approved a special award ... of 11,041 restricted stock units (“RSUs”) with a grant date value of approximately $2.0 million"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

post-closing adjustment financial

"The cash payment amount is also subject to customary post-closing adjustment."

emerging growth company regulatory

"Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 04/07/2026 - 05:19 PM

Capital One completed its previously announced acquisition of Brex Inc., purchasing all outstanding Brex equity. The deal closed on April 7, 2026, under an Agreement and Plan of Merger and Reorganization originally dated January 22, 2026, involving Brex and other related parties.

Capital One acquired Brex for approximately $2.56 billion in cash plus 10,646,306 shares of Capital One common stock. The cash portion is subject to customary post-closing adjustments, which are typical mechanisms to true up the final purchase price based on agreed financial metrics.

Capital One issued 10,646,306 shares of its common stock as stock consideration in the Brex transaction. These shares were issued in a private transaction exempt from registration under the Securities Act, relying on the exemption provided by Section 4(a)(2) for non-public offerings.

Capital One’s board approved a special award of 11,041 restricted stock units to Frank LaPrade, with a grant-date value of about $2.0 million. The award recognizes his work on the Brex transaction and anticipated integration responsibilities tied to combining the Brex business with Capital One.

Frank LaPrade’s 11,041 restricted stock units vest in three equal annual installments on the first, second, and third anniversaries of the grant date. Once vested, the RSUs will settle 100% in Capital One common stock, directly linking his compensation to the company’s equity.

The shares of Capital One common stock issued as stock consideration in the Brex acquisition were issued without SEC registration. Capital One relied on the private offering exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

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 7, 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 April 7, 2026, Capital One Financial Corporation (the “Company”), completed its previously announced acquisition of Brex Inc., a Delaware corporation (“Brex” and such acquisition, the “Transaction”), pursuant to the terms of an Agreement and Plan of Merger and Reorganization, dated as of January 22, 2026 (the “Merger Agreement”) with Brex and certain other parties thereto.

In accordance with the terms and subject to the conditions set forth in the Merger Agreement, the Company acquired the outstanding equity of Brex for approximately $2.56 billion in cash and 10,646,306 shares of common stock, par value $0.01 per share, of the Company (“Company Common Stock” and such shares, the “Stock Consideration”). The cash payment amount is also subject to customary post-closing adjustment.

The Company issued the Stock Consideration in a transaction 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 7, 2026, the Board of Directors of the Company approved a special award to Frank LaPrade, the Company’s Chief Enterprise Services Officer and Chief of Staff to the CEO, of 11,041 restricted stock units (“RSUs”) with a grant date value of approximately $2.0 million in recognition of his contributions to completing the Transaction and his anticipated work relating to the integration of the Brex business with the Company. The RSUs will vest in three equal annual installments on the first, second and third anniversary of the grant date and will settle 100% in Company Common Stock.

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

4 documents

CAPITAL ONE FINANCIAL CORPORATION

Date: April 7, 2026

/s/ MATTHEW W. COOPER

Matthew W. Cooper

General Counsel and Corporate Secretary