UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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| 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.
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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: April 7, 2026 | By: | /s/ MATTHEW W. COOPER | ||||
| Matthew W. Cooper | ||||||
| General Counsel and Corporate Secretary | ||||||
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