Executive Brief

  • Capital One Financial Corporation announced a definitive agreement to acquire Brex Inc. for $5.15 billion in a combined cash and stock transaction (Item 3.02, para 1).
  • Consideration includes approximately $2.75 billion in cash and 10.6 million shares of Capital One common stock (Item 3.02, para 1).
  • The transaction is subject to customary closing conditions, including regulatory approvals, and expected to close mid-2026 (Item 3.02, para 1; Exhibit 99.1).
  • Brex is an AI-native software platform specializing in corporate cards, expense management, and real-time payments with AI-driven workflow automation (Exhibit 99.1).
  • Post-closing, Brex CEO Pedro Franceschi will continue to lead Brex as part of Capital One (Exhibit 99.1).
  • The stock issuance is intended to be exempt from registration under Section 4(a)(2) of the Securities Act (Item 3.02, para 1).
  • A joint press release was issued on January 22, 2026, announcing the transaction (Item 7.01, para 1; Exhibit 99.1).
  • Forward-looking statements caution that benefits may not be fully realized and actual results may differ materially (Item 7.01, para 2).
  • Financial and legal advisors for the transaction are disclosed: BofA Securities and Wachtell, Lipton, Rosen & Katz for Capital One; Centerview Partners and Wilson Sonsini, Simpson Thatcher, and Skadden Arps for Brex (Exhibit 99.1).
  • No financial statements or pro forma financials are included in this filing (Item 9.01).

Item-by-Item Analysis

Item 3.02 – Unregistered Sales of Equity Securities

  • What happened: Capital One entered into a Merger Agreement to acquire Brex for $5.15 billion in cash and stock.
  • Parties/terms: Capital One Financial Corporation will acquire Brex Inc. for approximately $2.75 billion cash plus 10.6 million shares of Capital One common stock (par value $0.01).
  • Conditions/closing: Subject to customary closing conditions including regulatory approvals; expected closing mid-2026.
  • Securities: Shares issued are intended to be exempt from registration under Section 4(a)(2) of the Securities Act.
  • Source: (Item 3.02, para 1).

Item 7.01 – Regulation FD Disclosure

  • What happened: Capital One and Brex issued a joint press release announcing the Merger Agreement and Transaction.
  • Forward-looking statements: The release contains forward-looking statements with cautionary language about risks and uncertainties.
  • Source: (Item 7.01, para 1-2), (Exhibit 99.1).

Item 9.01 – Financial Statements and Exhibits

  • Exhibits: Joint press release dated January 22, 2026 (Exhibit 99.1).
  • No financial statements or pro forma financial information included.
  • Source: (Item 9.01, para d).

Exhibits Summary

  • Exhibit 99.1: Joint press release provides additional qualitative details on Brex’s business model, strategic rationale, leadership continuity, transaction advisors, and expected closing timeline.

Financial & Dilution Impact

  • Total transaction value: $5.15 billion.
  • Cash portion: approximately $2.75 billion.
  • Stock portion: approximately 10.6 million shares of Capital One common stock.
  • Dilution impact: issuance of 10.6 million shares; total shares outstanding pre-transaction unknown.
  • No detailed financial guidance or pro forma metrics disclosed.

Timeline & Required Actions

  • Expected closing: mid-calendar year 2026.
  • Conditions: customary closing conditions including regulatory approvals.
  • No shareholder vote mentioned.

Risks & Monitoring

  • Risks include failure to obtain regulatory approvals, integration challenges, and realization of expected benefits.
  • Forward-looking statements caution that actual results may differ materially.
  • No specific material adverse change (MAC) clauses or termination rights detailed in this filing.

Investor Takeaways

  • The acquisition expands Capital One’s footprint in AI-driven business payments and spend management.
  • The combination leverages Brex’s technology with Capital One’s scale and underwriting capabilities.
  • Investors should monitor regulatory approval progress and integration execution.
  • The stock issuance dilutes existing shareholders; impact depends on Capital One’s total share count.
  • Leadership continuity with Brex CEO remaining may support operational stability.

Metadata & Quality Checks

  • No OCR or formatting issues detected.
  • Non-GAAP reconciliation: Unknown.
  • Forward-looking statements: Yes (Item 7.01).
  • Related-party transactions: None disclosed.

Final Checklist

  • Identified Items 3.02, 7.01, 9.01.
  • Extracted transaction terms and conditions.
  • Summarized press release incremental details.
  • Quantified financial and dilution impact.
  • Noted timeline and risks.
  • Provided investor implications and monitoring points.

Summary

Capital One announced a $5.15 billion acquisition of Brex, combining cash and stock, expected to close mid-2026 pending regulatory approvals. The deal enhances Capital One’s business payments capabilities with Brex’s AI-native platform. The transaction involves issuance of 10.6 million shares, exempt from registration, and includes leadership continuity. Investors should watch regulatory progress and integration risks.

Original Filing