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.
Capital One Financial Corporation registers 10,345,906 shares of common stock for resale. These shares were issued as consideration in connection with Capital One’s acquisition of Brex, which closed on April 7, 2026. The registration covers resale by the selling security holders; Capital One will not receive proceeds from resale. The prospectus supplement notes the last reported sale price of our common stock was $199.43 per share as of April 22, 2026, and that resale may occur through various public or private methods, including Rule 144 on or after October 8, 2026.
Capital One Financial Corporation furnished monthly credit quality metrics for its loan portfolios as of and for the month ended March 31, 2026.
In the Domestic Credit Card portfolio, average loans held for investment were $250,871 million with period-end loans of $254,028 million$1,065 million, producing a net charge-off rate of 5.09%, while 30+ day performing delinquencies totaled $9,395 million for a delinquency rate of 3.70%.
In Consumer Banking Auto, average loans held for investment were $85,134 million and period-end loans were $85,700 million. Net charge-offs were $102 million, a 1.44% net charge-off rate. 30+ day performing delinquencies were $3,609 million, a 4.21% rate, and nonperforming loans were $475 million, a 0.55% nonperforming loan rate.
Capital One Financial Corporation reported solid first-quarter 2026 results driven by strong credit performance and Discover integration benefits. Net income was $2.2 billion, or $3.34 per diluted share, up from $2.1 billion, or $3.26 per share, in the prior quarter and $1.4 billion, or $3.45 per share, a year earlier. Adjusted diluted earnings per share were $4.42.
Total net revenue was $15.2 billion, down 2% from the prior quarter, while non-interest expense fell 9% to $8.5 billion, lifting pre-provision earnings to $6.8 billion, an 8% increase. The provision for credit losses was $4.1 billion, with net charge-offs of $3.8 billion and a $230 million reserve build, reflecting elevated but stable credit costs.
The net interest margin was 7.87%, down 39 basis points sequentially, and the efficiency ratio improved to 55.57% (adjusted 49.71%). Loans held for investment ended the quarter at $447.8 billion, slightly lower than the prior quarter, while total deposits rose 3% to $489.1 billion. The Common Equity Tier 1 capital ratio under the Basel III Standardized Approach was a strong 14.4%, supported by tangible book value per share of $107.76. Management highlighted "solid top line growth," "strong credit performance" and continued momentum from the "game-changing" Discover acquisition.
LaPrade,III Frank G. reported acquisition or exercise transactions in this Form 4 filing.
Capital One Financial Chief Enterprise Services Officer Frank G. LaPrade III received a grant of 11,041 restricted stock units, each representing one future share of common stock. The award vests in one-third increments starting on April 7, 2027 and annually thereafter. After this grant, he holds 69,283 shares directly and an additional 830 equivalent shares through the company 401(k) plan.
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 FINANCIAL CORP executive Dean Lia, President of Banking & Premium Products, sold 1,692 shares of common stock in an open-market transaction at $185.61 per share. After this sale, he continued to hold 65,454 shares directly.
The transaction was carried out under a pre-arranged Rule 10b5-1 trading plan that Dean Lia entered into on August 14, 2025, indicating the sale was scheduled in advance rather than timed discretionarily.
CAPITAL ONE FINANCIAL CORP executive Celia Karam, President of the Retail Bank, reported an open-market sale of 1,099 shares of common stock on April 1, 2026 at an average price of $185.61 per share. This transaction was executed under a pre-arranged Rule 10b5-1 trading plan entered into on August 14, 2025. Following the sale, Karam directly holds 63,323 shares of Capital One common stock, indicating she retains a substantial equity stake after this routine, pre-planned disposition.
Insider notice of proposed sale by Lia Dean. The filing lists proposed sales of Common stock (Performance Shares) held through Morgan Stanley Smith Barney LLC as broker. Lia Dean reported sales of 3,284 shares on 03/02/2026 for $627,244.00, 3,284 shares on 02/04/2026 for $734,565.12, and 3,163 shares on 01/02/2026 for $772,879.05. The cover shows an exchange code of NYSE and a filing date entry of 04/01/2026.
Capital One Financial reported sales of Common stock under Regulation 144 by Celia Edwards Karam. The filing lists three transactions: 2,064 shares on 01/02/2026 for $504,338.40, 2,108 shares on 02/02/2026 for $460,071.00, and 1,636 shares on 03/02/2026 for $312,476.00. The securities include Performance Shares and Employee Stock Purchase Plan shares.