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CAPITAL ONE FINANCIAL CORP 8-K Report, Unregistered Securities Sale (Apr 7, 2026)

Reports
Leadership Changes·Securities & Listing
Filing Date
Filed April 7, 2026
Period End
April 7, 2026
In the record · 2016–202610-K1110-Q328-K410

COF filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 410 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · May ’21May ’21
  2. Leadership change8-K · Jun ’25Jun ’25

01—Abstract

Summary

Summary of the 8-K filed April 7, 2026. Cited figures are marked; the original filing is the authoritative source.

Capital One Financial Corporation (COF) announced the closing of its acquisition of Brex Inc. on April 7, 2026.

This significant transaction involved a cash payment of approximately $2.56 billiona and the issuance of 10,646,306 shares of Capital One common stock. The equity portion of the deal was completed under the exemption provided by Section 4(a)(2) of the Securities Act of 1933, indicating it was not registered with the SEC. In connection with the acquisition, Capital One also approved a special award of 11,041 restricted stock units (RSUs) to Frank LaPrade, Chief Enterprise Services Officer and Chief of Staff to the CEO.

These RSUs, valued at approximately $2.0 millionb, are intended to recognize Mr. LaPrade's contributions to the Brex transaction and his future integration efforts. The RSUs will vest over three years and settle in Capital One common stock, aligning his incentives with the company's long-term performance.

02—Key points

Key Highlights

  1. Capital One Financial Corporation (COF) has successfully completed the acquisition of Brex Inc. as of April 7, 2026.
  2. The acquisition was valued at approximately $2.56 billion in cash, plus the issuance of 10,646,306 shares of Capital One common stock.
  3. The issuance of Capital One common stock in the acquisition was conducted under the Section 4(a)(2) exemption from registration requirements.
  4. The company approved a special RSU award for Chief Enterprise Services Officer and Chief of Staff to the CEO, Frank LaPrade, valued at approximately $2.0 million.
  5. These RSUs are in recognition of Mr. LaPrade's contributions to the Brex transaction and upcoming integration work.
  6. The RSUs will vest over three years and settle in Capital One common stock.

03—Questions

Frequently Asked Questions

  1. What was the total value of the Brex acquisition?

    The acquisition of Brex Inc. had a total value of approximately $2.56 billion in cash, plus the issuance of 10,646,306 shares of Capital One common stock.

  2. Why were the shares issued in the acquisition not registered with the SEC?

    The shares were issued under the exemption provided by Section 4(a)(2) of the Securities Act of 1933. This exemption typically applies to private placements where the issuer is selling securities to a limited number of sophisticated investors, thus not requiring a full registration statement.

  3. What is the purpose of the RSU award to Frank LaPrade?

    The restricted stock units (RSUs) awarded to Frank LaPrade are intended to recognize his significant contributions to the successful completion of the Brex acquisition and to incentivize his future efforts in integrating the Brex business into Capital One.

  4. How will Frank LaPrade's RSUs be settled?

    The RSUs will vest in three equal annual installments over three years starting from the grant date and will settle 100% in Capital One common stock.

04—Continue

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