UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________

FORM 8-K

____________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

of The Securities Exchange Act of 1934

~~February 9~~April 7, 2026

Date of Report (Date of earliest event reported)

____________________________________

CAPITAL ONE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

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Delaware	001-13300	54-1719854
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1680 Capital One Drive,
McLean, Virginia		22102
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (703) 720-1000

(Not applicable)

(Former name or former address, if changed since last report)

____________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock (par value $.01 per share)	COF	New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series I	COF PRI	New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series J	COF PRJ	New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series K	COF PRK	New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series L	COF PRL	New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series N	COF PRN	New York Stock Exchange
1.650% Senior Notes Due 2029	COF29	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 73.~~01 Regulation~~02 FDUnregistered ~~Disclosure.~~Sales of Equity Securities.

On April 7, 2026, Capital One Financial Corporation (the “Company”) ~~will present at the UBS Financial Services Conference 2026 in Miami~~, FLcompleted onits ~~Tuesday,~~previously ~~February~~announced ~~10,~~acquisition ~~2026,~~of atBrex ~~2:40 p~~Inc.m., ~~ET.~~a ADelaware ~~live~~corporation ~~audio~~(“Brex” ~~webcast~~and ~~will~~such beacquisition, ~~available via~~ the ~~Company’s website (http://www.capitalone.com). Choose~~ “~~Investors~~Transaction”), pursuant to ~~access~~ the ~~Investor~~terms ~~Center~~of ~~and~~an ~~listen~~Agreement toand ~~the~~Plan ~~presentation.~~of ~~The~~Merger ~~replay~~and ofReorganization, ~~the~~dated ~~presentation~~as ~~will~~of beJanuary 22, ~~archived~~2026 on (the ~~Company’s~~“Merger ~~website~~Agreement”) ~~through~~with atBrex ~~least~~and ~~February~~certain ~~24,~~other ~~2026~~parties thereto.

~~Note:~~In ~~Information~~accordance inwith ~~this~~the ~~report~~terms ~~furnished~~and ~~pursuant~~subject to ~~Item 7.01 shall not be deemed to be “filed” for~~ the ~~purposes~~conditions ofset ~~Section~~forth 18in of the ~~Securities~~Merger ~~Exchange Act of 1934~~Agreement, ~~as amended (~~the ~~“Exchange~~Company ~~Act”),~~acquired ~~or otherwise subject to~~ the ~~liabilities~~outstanding equity of ~~that~~Brex ~~section,~~for ~~nor~~approximately ~~shall~~$2.56 billion ~~it be deemed incorporated by reference~~ in ~~any~~cash ~~filing~~and ~~under the Securities Act of 1933~~10, ~~as amended~~646,306 orshares ~~the~~of ~~Exchange~~common ~~Act~~stock, ~~except~~par asvalue ~~shall be expressly stated by specific reference in such filing~~$0.01 ~~This~~per ~~report~~share, ~~will~~of ~~not~~the beCompany ~~deemed~~(“Company anCommon ~~admission~~Stock” asand tosuch shares, the ~~materiality~~“Stock ofConsideration”). ~~any~~The ~~information~~cash inpayment ~~the~~amount ~~report that~~ is ~~required~~also subject to becustomary ~~disclosed~~post-closing ~~solely by Regulation FD~~adjustment.

~~Item~~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 ~~9.01 Financial~~4(a)(2) ~~Statements~~of ~~and~~the ~~Exhibits~~Securities Act.

~~(d) Exhibits~~Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Exhibit No.						Description
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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.

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

~~CAPITAL ONE FINANCIAL CORPORATION~~

Date: February 9, 2026

By:

/s/ Matthew W. Cooper

Date: April 7, 2026

By:

/s/ MATTHEW W. COOPER

Matthew W. Cooper

~~Matthew W. Cooper~~

General Counsel and Corporate Secretary

~~General Counsel and Corporate Secretary~~

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