CAPITAL ONE FINANCIAL CORP 8-K

What Happened Capital One Financial Corporation announced on January 22, 2026 that it has entered into a definitive Agreement and Plan of Merger to acquire Brex Inc. The transaction agreement calls for total consideration of $5,150,000,000, subject to customary adjustments, to be paid in a mix of cash and Capital One common stock. The deal is subject to customary closing conditions, including required regulatory approvals.

Key Details

• Signing date: January 22, 2026; public announcement via joint press release (Exhibit 99.1).
• Total consideration: $5,150,000,000 (subject to adjustments).
• Payment mix: approximately $2.75 billion in cash plus ~10.6 million shares of Capital One common stock (par value $0.01).
• Stock issuance intended to be exempt from Securities Act registration under Section 4(a)(2).
• Closing requires customary conditions, including receipt of regulatory approvals.

Why It Matters This is a material acquisition that expands Capital One’s business by bringing Brex into the company for a multi-billion dollar cash-and-stock transaction. For investors, the deal affects Capital One’s capital deployment, potential dilution from the issued shares, and integration risk until closing and after. The transaction’s completion hinges on regulatory approvals and other customary closing conditions, so timing and final terms could change.