Business Context and Reporting Period
Company: Capital One Financial Corporation
Filing Type: Form 8-K (Current Report)
Date of Report: June 9, 2026
Event: Filing of Resale Prospectus Supplement No. 2 to amend and supplement the Initial Resale Prospectus Supplement dated April 23, 2026, under an automatic shelf registration statement (Form S-3, File No. 333-277813).
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on securities registration details.
Material Changes and Transaction Details
- Additional Shares Registered: The filing registers the offer and sale of an additional 39,843 shares of Company Common Stock ($0.01 par value per share).
- Total Shares Available for Sale: Combined with the Initial Resale Prospectus Supplement, selling security holders may now offer and sell up to 10,385,749 shares of Company Common Stock (previously 10,345,906 shares).
- Origin of Shares: These shares were issued to selling security holders as consideration for the Company's acquisition of Brex Inc., which closed on April 7, 2026.
Guidance, Outlook, and Risks
The filing text does not provide management commentary, financial guidance, outlook, or specific risk factors beyond the standard disclosure of the securities offering. The primary purpose is to facilitate the resale of shares by security holders following the Brex Inc. acquisition.
Investor Verification Checklist
- Verify the total number of shares (10,385,749) now available for resale by security holders under the amended prospectus.
- Confirm the closing date of the Brex Inc. acquisition (April 7, 2026) and the nature of the consideration (Company Common Stock).
- Review the attached Resale Prospectus Supplement No. 2 for specific terms regarding the selling security holders.
- Note that this 8-K does not contain updated financial results; refer to the most recent 10-Q or 10-K for financial performance.