Capital One Financial Corporation Acquires Brex Inc.

On April 7, 2026, Capital One Financial Corporation completed its acquisition of Brex Inc. for approximately $2.56 billion in cash and 10,646,306 shares of common stock. This transaction was conducted under an exemption from registration as provided in Section 4(a)(2) of the Securities Act. Additionally, on the same date, the Company's Board of Directors approved a special award of 11,041 restricted stock units (RSUs), valued at approximately $2.0 million, to Frank LaPrade, Chief Enterprise Services Officer and Chief of Staff to the CEO. This award recognizes his contributions to the Brex acquisition and his expected role in integrating Brex's business with Capital One. The RSUs will vest over three years and settle in Company Common Stock.