01—Abstract
Summary
Summary of the 8-K filed June 9, 2026. Cited figures are marked; the original filing is the authoritative source.
Capital One Financial Corporation (COF) has filed a Current Report on Form 8-K to disclose an update regarding its registration statement for the resale of common stock.
This filing pertains to Prospectus Supplement No. 2, dated June 9, 2026, which supplements an earlier prospectus supplement from April 23, 2026, both filed under the company's automatic shelf registration statement. The primary purpose of this report is to register an additional 39,843 shares of common stock for resale.
02—Key points
Key Highlights
- Capital One Financial Corp. (COF) filed an 8-K on June 9, 2026.
- The filing relates to a Prospectus Supplement No. 2, registering additional shares for resale.
- An additional 39,843 shares of common stock are being registered for resale.
- These shares are part of the consideration for the acquisition of Brex Inc., which closed on April 7, 2026.
- The total number of shares now registered for resale, including this supplement, is 10,385,749.
- The filing includes exhibits such as an opinion and consent from Wachtell, Lipton, Rosen & Katz.
03—Questions
Frequently Asked Questions
What is the main purpose of this 8-K filing?
The primary purpose of this 8-K filing is to inform investors about the registration of an additional 39,843 shares of Capital One's common stock for resale, as part of an update to their prospectus supplement related to the acquisition of Brex Inc.
How many total shares are now registered for resale?
With the addition of the 39,843 shares, the total number of shares of Company Common Stock that selling security holders may offer and sell is up to 10,385,749 shares.
Why are these additional shares being issued?
These shares were issued to selling security holders as consideration in connection with Capital One's acquisition of Brex Inc., which was completed on April 7, 2026.
What is the significance of the 'Resale Prospectus Supplement No. 2'?
Resale Prospectus Supplement No. 2 amends and supplements the initial prospectus supplement, formally registering the additional shares of common stock that can be resold by the security holders who received them as part of the Brex Inc. acquisition.
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