[8-K] Capital One Financial Reports Material Event

Rhea-AI Filing Summary

Bitcoin Depot Inc. (Nasdaq: BTM) has filed a shelf registration statement on Form 424B5 allowing it to issue up to $100 million in securities, including Class A common stock, preferred stock, warrants and/or units, in one or more offerings. Specific terms, pricing and underwriters will be disclosed in future prospectus supplements.

Capital structure & potential dilution: The company currently has 22,555,710 Class A shares outstanding, 41,193,024 Class M shares (10 votes per share) controlled by the CEO, and 43,848,750 warrants exercisable at $11.50 until June 30 2033. Any issuance under the shelf could materially increase the public float and dilute existing holders, though proceeds will fund “general corporate purposes.”

Business snapshot: Bitcoin Depot operates the largest Bitcoin ATM (BTM) network in North America with 8,483 kiosks and BDCheckout access in 10,926 retail locations as of March 31 2025. Q1 2025 revenue was $164.2 million, up from $138.5 million in Q1 2024, yet the company notes a 9.7 % revenue decline on a trailing-twelve-month basis despite a 15.7 % rise in Bitcoin prices, underscoring limited correlation between revenue and crypto price movements.

Key relationships & competitive position: The firm is the exclusive BTM provider for approximately 900 U.S. and Canadian Circle K stores and also licenses its BitAccess processing software to third-party operators, generating recurring software revenue.

Risk highlights (summarised from filing):

• High dilution risk from additional equity or equity-linked issuances.
• Complex, multi-class share structure with super-voting Class M and Class V shares.
• Regulatory, competitive and litigation uncertainties outlined under “Risk Factors.”

Positive

• $100 million shelf registration gives the company flexible, low-cost access to capital for expansion or debt management.
• Q1 2025 revenue rose to $164.2 million, an 18.6 % increase versus Q1 2024, demonstrating continued transactional demand despite Bitcoin price volatility.
• Largest BTM network with 8,483 kiosks and exclusive deployment in roughly 900 Circle K stores strengthens competitive moat.

Negative

• Potential dilution: issuance of up to $100 million in equity or equity-linked securities could materially dilute existing Class A shareholders.
• Trailing-twelve-month revenue down 9.7 % even as Bitcoin prices climbed, signaling possible demand softening or margin compression.
• Super-voting Class M shares concentrate control with the CEO, limiting minority shareholder influence on future corporate actions.

Insights

Securities Analyst

TL;DR: $100 M shelf adds capital flexibility but flags dilution; revenue growth mixed; overall neutral until issuance terms clear.

The mixed-shelf provides management with a quick, cost-effective way to raise up to $100 million, roughly equal to six months of Q1 2025 run-rate revenue. This liquidity could fund further kiosk roll-outs, software enhancements or debt repayment without timing constraints. However, with only 22.6 million Class A shares outstanding and a recent $5.63 price, issuing common stock would be highly dilutive if the full authorization is tapped. Investors should monitor subsequent prospectus supplements for size, pricing, and whether the company leans toward non-dilutive instruments such as preferred stock or warrants. Given the exclusive Circle K partnership and 18 % year-on-year Q1 revenue growth, the additional capital could accelerate market share gains if deployed efficiently.

Corporate Governance Expert

TL;DR: Multi-class super-voting structure plus new shelf raises governance and control concentration concerns.

The prospectus confirms a highly complex capital stack: Class M (10 votes/share) alone bestows majority control on the CEO and affiliated entities. The shelf could widen economic ownership among public investors without reducing this voting concentration, entrenching management. Further, 43.8 million outstanding warrants and potential preferred issuances complicate future dilution math. While such structures are permissible, they often draw scrutiny from institutional investors and proxy advisers, especially for companies seeking additional equity. I view the control dynamics, coupled with dilution flexibility, as governance-negative despite operational momentum.

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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

July 1, 2025

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.

On July 1, 2025, Capital One Financial Corporation (the “Company”) issued a press release announcing the Company’s preliminary Stress Capital Buffer Requirement (“SCB”), as calculated by the Board of Governors of the Federal Reserve System 2025 Comprehensive Capital Analysis and Review (“CCAR”) process, is 4.5 percent, effective October 1, 2025. The Company’s previously disclosed SCB of 5.5 percent, as calculated by the Board of Governors of the Federal Reserve System 2024 CCAR process, will remain in effect until September 30, 2025.

In April 2025, the Federal Reserve issued a notice of proposed rulemaking to amend the calculation of the SCB. The proposal would average stress test results over two consecutive years for purposes of determining the SCB requirement. The proposal has not yet been finalized, and our preliminary SCB disclosed above has been calculated under the current framework and does not reflect the proposed averaging.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
99.1						Press Release, dated July 1, 2025
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

Cautionary Statements Regarding Forward-Looking Statements.

The attached press release and information provided pursuant to Items 8.01 and 9.01 may contain forward-looking statements, which involve a number of risks and uncertainties. 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 the Company or on its behalf speak only as of the date they are made or as of the date indicated, and the Company does not undertake any obligation to update forward-looking statements as a result of new information, future events or otherwise. The Company 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. For additional information on factors that could materially influence forward-looking statements included in this earnings press release, see the risk factors set forth under “Part I—Item 1A. Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (the “SEC”) and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC.

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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: July 1, 2025

By:

/s/ Matthew W. Cooper

Matthew W. Cooper

General Counsel and Corporate Secretary

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FAQ

What is Bitcoin Depot's (BTM) new shelf registration size?

The company may issue up to $100 million in Class A common stock, preferred stock, warrants and/or units.

How many Bitcoin Depot kiosks are currently deployed?

As of March 31 2025, Bitcoin Depot operated 8,483 Bitcoin ATMs across North America, plus BDCheckout in 10,926 locations.

Will the $100 million offering be immediately dilutive to BTM shareholders?

Dilution depends on the type, timing and pricing of securities issued; specific terms will be detailed in future prospectus supplements.

What were Bitcoin Depot's revenues for Q1 2025?

Revenue for the three months ended March 31 2025 was $164.2 million, up from $138.5 million in Q1 2024.

What is the exercise price and expiry of existing BTM warrants?

There are 43,848,750 warrants outstanding, each exercisable for one Class A share at $11.50, expiring on June 30 2033.

Where is Bitcoin Depot's common stock listed and what was the recent price?

Class A common stock trades on the Nasdaq Capital Market under the symbol BTM; it closed at $5.63 on June 19 2025.