AI brief of an SEC Form 8-K · Capital One (COF)

Capital One agrees to buy Brex for $5.15 billion in cash and stock

Neutral Impact 5 of 5 m&a Written later

Capital One Financial Corporation signed a merger agreement on January 22, 2026 to acquire Brex Inc., a business payments and spend management software company, for $5.15 billion in aggregate consideration. The deal is paid with about $2.75 billion in cash and about 10.6 million shares of Capital One common stock, and it is expected to close in the middle of calendar 2026 subject to closing conditions, including regulatory approvals. The filing does not state the expected effect on Capital One's earnings or share count beyond the shares to be issued.

Key points

  • Total consideration is $5.15 billion, subject to adjustments in the Merger Agreement.
  • Consideration includes about $2.75 billion in cash and about 10.6 million shares of Capital One common stock.
  • Closing is expected in the middle of calendar year 2026, subject to customary conditions and required regulatory approvals.
  • Brex founder and CEO Pedro Franceschi will continue to lead Brex as part of Capital One.

The filing

CompanyCapital One (COF)
Form8-K, current report
Filed with the SECJan 22, 2026, 4:39 PM ET
Accession number0001193125-26-019543

Items reported: 3.02 Unregistered Equity Sale7.01 Regulation FD Disclosure

Read the filing on SEC.gov ↗

Written by AI on Nov 8, 2026, 2:16 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on January 22, 2026.

Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.