Capital One Financial Corporation (COF) Q2 FY2026 8-K Filings and Company Events

Filings that contain financial statements

• Form 8-K, accession 0000927628-26-000083 (filed July 21, 2026), furnishes the second-quarter 2026 earnings release (Exhibit 99.1) and financial supplement (Exhibit 99.2). Exhibit 99.2 contains a full Consolidated Statement of Income, Consolidated Balance Sheet, segment results and credit/loan tables for the quarter and six months ended June 30, 2026, alongside prior-period comparatives (Q1 2026, Q4/Q3/Q2 2025).
• Form 8-K, accession 0000927628-26-000039 (filed April 21, 2026), furnishes the first-quarter 2026 earnings release (Exhibit 99.1) and financial supplement (Exhibit 99.2). Exhibit 99.2 contains a Consolidated Statement of Income and Consolidated Balance Sheet for the quarter ended March 31, 2026, alongside prior-period comparatives (Q4 2025, Q1 2025).
• Form 10-Q, accession 0000927628-26-000089 (period ended June 30, 2026), carries the company's condensed consolidated financial statements for the quarter and six months ended June 30, 2026, including Note 2 (Business Combinations), which details the completed Brex Inc. acquisition.
• Form 10-K, accession 0000927628-26-000024 (fiscal year ended December 31, 2025), carries full-year audited financial statements for 2025 and discloses the signed (not yet closed, as of the filing) agreement to acquire Brex Inc.

First-quarter 2026 earnings

On April 21, 2026, Capital One Financial Corporation reported first-quarter 2026 net income of $2.2 billion, or $3.34 per diluted common share (adjusted net income of $4.42 per diluted share), compared with net income of $2.1 billion ($3.26 per diluted share) in the fourth quarter of 2025 and net income of $1.4 billion ($3.45 per diluted share) in the first quarter of 2025. Total net revenue fell 2% quarter-over-quarter to $15.2 billion, and total non-interest expense fell 9% to $8.5 billion. Provision for credit losses decreased $74 million to $4.1 billion, including net charge-offs of $3.8 billion and a $230 million loan reserve build. Net interest margin was 7.87%, down 39 basis points. Period-end loans held for investment decreased 1% to $447.8 billion, and the common equity Tier 1 capital ratio (preliminary) was 14.4% at March 31, 2026. The quarter's results included $477 million of Discover acquisition amortization expense and $415 million of Discover integration expenses. (Form 8-K, accession 0000927628-26-000039.)

Second-quarter 2026 earnings

On July 21, 2026, Capital One Financial Corporation reported second-quarter 2026 net income of $3.0 billion, or $4.73 per diluted common share (adjusted net income of $5.81 per diluted share), compared with net income of $2.2 billion ($3.34 per diluted share) in the first quarter of 2026 and a net loss of $4.3 billion ($(8.58) per diluted share) in the second quarter of 2025. Total net revenue rose 4% quarter-over-quarter to $15.9 billion, and provision for credit losses fell $1.1 billion to $3.0 billion, including a $662 million loan reserve release. Net interest margin was 8.01%, up 14 basis points. Period-end loans held for investment increased 2% to $457.2 billion, and the common equity Tier 1 capital ratio was 13.7% (preliminary) at June 30, 2026. The quarter's results included $494 million of acquisition amortization expense, $298 million of Discover integration expenses, and $96 million of Brex integration expenses. (Form 8-K, accession 0000927628-26-000083.)

Brex Inc. acquisition, signed and closed

On January 22, 2026, Capital One entered into an Agreement and Plan of Merger and Reorganization to acquire Brex Inc., a provider of corporate card, expense-management and payments technology for businesses, for approximately $5.15 billion in aggregate consideration (about $2.58 billion in cash and roughly 10.6 million shares of Capital One common stock), subject to closing conditions including Hart-Scott-Rodino antitrust clearance. (Form 10-K, accession 0000927628-26-000024.)

The acquisition closed on April 7, 2026. Final consideration paid to Brex shareholders totaled approximately $4.5 billion, comprising $2.6 billion in cash and 10.6 million shares of Capital One common stock (fair value $1.9 billion), subject to customary post-closing adjustments. Capital One recognized approximately $5.8 billion of acquired assets, including $3.1 billion of goodwill, $815 million of loans, $725 million of cash and cash equivalents, $510 million of developed technology (amortized over five years) and $432 million of customer-relationship and other intangibles (amortized over ten to twelve years). Brex's results are reported within the Domestic Card business of the Credit Card segment. (Form 10-Q, accession 0000927628-26-000089.) Capital One's Form 8-K disclosing the closing (filed April 7, 2026, accession 0001193125-26-145764) specified the stock portion of that consideration as 10,646,306 shares of Capital One common stock, and stated that those shares were issued in a transaction exempt from registration under Section 4(a)(2) of the Securities Act. The resale of the common stock issued to former Brex shareholders was registered in prospectus supplements filed April 23 and June 9, 2026; see Capital actions below.

Capital actions

• Series M Preferred Stock redemption. On August 20, 2026, Capital One announced it would redeem all 1,000,000 outstanding shares of its Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series M, at $1,000 per share on September 1, 2026, with regular dividends paid separately to holders of record as of August 17, 2026. (Form 8-K, accession 0001193125-26-358268.) The redemption was completed as announced; on September 1, 2026 Capital One filed a Certificate of Elimination removing the Series M designation from its Restated Certificate of Incorporation. (Form 8-K, accession 0001193125-26-378455.)
• Senior notes offering. On September 15, 2026, Capital One closed a public offering of €750,000,000 aggregate principal amount of 4.326% Fixed-to-Floating Rate Senior Notes due 2032 and €750,000,000 aggregate principal amount of 4.832% Fixed-to-Floating Rate Senior Notes due 2037, underwritten by Barclays Bank PLC, Deutsche Bank AG (London Branch), Goldman Sachs & Co. LLC, Morgan Stanley & Co. International plc and Capital One Securities, Inc. (Form 8-K, accession 0001193125-26-391921.)
• Resale registration for Brex consideration shares. Capital One filed prospectus supplements registering resale of the common stock issued to former Brex shareholders: up to 10,345,906 shares on April 23, 2026 (accession 0001193125-26-171745), increased to up to 10,385,749 shares on June 9, 2026 (accession 0001193125-26-263735).

Corporate governance

At its 2026 Annual Meeting held May 8, 2026, Capital One stockholders elected all 13 director nominees, approved (on an advisory basis) 2025 named executive officer compensation, and ratified Ernst & Young LLP as independent registered public accounting firm for 2026. A shareholder proposal seeking a vote on golden-parachute arrangements did not receive majority support. (Form 8-K, accession 0000927628-26-000050.)

In connection with the Brex acquisition closing, Capital One's Board approved a special award to Frank LaPrade, the company's Chief Enterprise Services Officer and Chief of Staff to the CEO, of 11,041 restricted stock units (grant-date value approximately $2.0 million, vesting in three equal annual installments) in recognition of his work completing the transaction and its planned integration. (Form 8-K, accession 0001193125-26-145764.)

Routine disclosures

Capital One furnished monthly charge-off and delinquency metrics for March through August 2026 (Forms 8-K, accessions 0000927628-26-000040, 0000927628-26-000053, 0000927628-26-000066, 0000927628-26-000084, 0000927628-26-000093, 0000927628-26-000132) and announced investor-conference appearances at the Morgan Stanley US Financials conference (June 8, 2026, accession 0000927628-26-000062) and the Barclays 24th Annual Global Financial Services Conference (September 15, 2026, accession 0000927628-26-000134). None of these disclosed material new information beyond routine credit-performance data and scheduling.