CAPITAL ONE FINANCIAL CORP 8-K

What Happened

• Capital One Financial Corporation filed a Form 8‑K on June 9, 2026 to attach a Resale Prospectus Supplement No. 2 (dated June 9, 2026) that amends its April 23, 2026 resale prospectus supplement. The supplement registers the offer and sale of an additional 39,843 shares of Capital One common stock (par value $0.01) that were issued to selling security holders as consideration in the Company’s acquisition of Brex Inc., which closed on April 7, 2026.

Key Details

• Additional shares registered for resale: 39,843 shares of Company common stock.
• Total shares the selling security holders may offer and sell after this supplement: up to 10,385,749 shares (previously up to 10,345,906).
• Relevant dates: Initial Resale Prospectus Supplement dated April 23, 2026; Resale Prospectus Supplement No. 2 dated and filed June 9, 2026; Brex acquisition closed April 7, 2026.

Why It Matters

• This filing increases the number of Capital One shares that selling security holders (those who received shares as deal consideration) can offer into the market. For investors, the registered resale of these shares could, over time, affect share supply and liquidity. The filing itself is procedural—no new financial results or changes to management were reported.