On February 19, 2024, the Company entered into an agreement and plan of merger (the “Merger Agreement”), by and among Capital One, Discover, a Delaware corporation and Vega Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub”). On May 18, 2025, the Company closed the acquisition of Discover, pursuant to which (i) Merger Sub merged with and into Discover, with Discover as the surviving entity in the merger (the “Merger”); (ii) immediately following the Merger, Discover, as the surviving entity, merged with and into Capital One, with Capital One as the surviving entity in the second-step merger (the “Second Step Merger”); and (iii) immediately following the Second Step Merger, Discover Bank, a Delaware-chartered and wholly owned subsidiary of Discover, merged with and into CONA, with CONA as the surviving entity in the merger (the “CONA Bank Merger,” and collectively with the Merger and Second Step Merger, the “Transaction” or “Discover acquisition”).

For the three and six months ended June 30, 2026, we incurred $298 million and $713 million of Discover integration expenses. Discover integration expenses are primarily salaries and associate benefits and professional services and are included within operating expense in our consolidated statements of income. Since the announcement of the Transaction in the first quarter of 2024, we have incurred $2.1 billion of Discover integration expenses as of June 30, 2026.

On April 7, 2026 (the “Brex Closing Date”), the Company completed its previously announced acquisition of Brex Inc., a Delaware corporation (“Brex” and such acquisition, the “Brex acquisition”), pursuant to the terms of an Agreement and Plan of Merger and Reorganization, dated as of January 22, 2026 with Brex and certain other parties thereto. Brex offers businesses solutions to issue corporate cards, automate expense management and make secure, real-time payments. The Brex acquisition enhances the Company’s offerings in the business payments marketplace. The total consideration paid to Brex shareholders for the acquisition was approximately $4.5 billion and included $2.6 billion of cash consideration and 10.6 million shares of common stock, par value $0.01 per share, of the Company with a fair value of $1.9 billion. The consideration is also subject to customary post-closing adjustments. The Company recognized approximately $5.8 billion in assets, primarily consisting of $3.1 billion in goodwill, $815 million of loans, $725 million of cash and cash equivalents, $510 million of developed technology to be amortized over five years, and $432 million of customer relationship and other intangible assets to be amortized over ten to twelve years. Results of Brex are included within Domestic Card, part of our Credit Card segment.

In the three and six months ended June 30, 2026, we incurred $96 million of integration expenses related to the Brex acquisition. The integration expenses are primarily driven by salaries and associate benefits and professional services and are included within operating expenses in our consolidated statements of income.

The Brex acquisition was accounted for as a business combination in accordance with Topic 805, Business Combinations, with the Company as the accounting acquirer. Accordingly, we recorded the tangible and intangible assets acquired and liabilities assumed at their respective fair values as of the Brex Closing Date, unless otherwise required. The determination of fair values requires management to make estimates about discount rates, future expected cash flows, market conditions and other future events that are subjective in nature and subject to change. Fair value estimates related to the assets acquired and liabilities assumed are provisional as of June 30, 2026. The following table 2.1 presents the allocation of purchase consideration to assets acquired and liabilities assumed as of the Brex Closing Date.

Table 2.1: Allocation of Purchase Consideration


(in millions, except share and per share data)	Fair Value as of April 7, 2026
Purchase consideration:
Fair value of Capital One stock transferred(1)	1,891
Fair value of cash consideration transferred	2,630
Fair value of purchase consideration	$	4,521
Allocation of purchase consideration to net assets acquired:
Preliminary fair value of assets acquired(2)	2,774
Preliminary fair value of liabilities assumed(3)	1,322
Preliminary fair value of net assets acquired	$	1,452
Preliminary Goodwill(4)	$	3,069

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(4)Given the Brex acquisition was structured as a nontaxable corporate reorganization, the resulting goodwill is not deductible for income tax purposes. The goodwill associated with the Brex acquisition has been preliminarily allocated to the Credit Card ($2.4 billion) and Consumer Banking segments ($710 million) as of June 30, 2026.