Capital One to Buy Brex for $5.15 Billion, Expanding Push Into Corporate Payments

Capital One Financial Corp. is pushing deeper into the corporate payments business with a $5.15 billion deal to buy Brex Inc., the Silicon Valley fintech whose corporate cards and software have become a staple for thousands of startups and technology companies.

The cash-and-stock acquisition, announced Jan. 22 alongside Capital One’s fourth-quarter 2025 earnings, is being described by both companies as the largest bank-fintech transaction on record. The McLean, Virginia-based lender said it expects the deal to close by the middle of 2026, pending regulatory and shareholder approvals and other customary conditions.

A bid to add software to a card giant

For Capital One, already one of the country’s largest credit card issuers and the new owner of Discover Financial Services, Brex is meant to add something it could not easily build on its own: an “AI-native” software platform that sits on top of corporate cards, automates expense reporting and controls how companies spend money in real time.

“Since our founding, we set out to build a payments company at the frontier of the technology revolution,” Capital One founder, chairman and chief executive Richard Fairbank said in a statement announcing the deal. “Acquiring Brex accelerates this journey, especially in the business payments marketplace.”

Deal terms and leadership

Under the merger agreement, Brex shareholders will receive about $2.75 billion in cash and roughly 10.6 million shares of Capital One common stock, a split that makes the consideration roughly half cash and half stock based on the bank’s recent share price. The stock portion is being structured as a private placement exempt from registration under Section 4(a)(2) of the Securities Act.

Brex will operate as a distinct business unit within Capital One and retain its name. Co-founder Pedro Franceschi will remain chief executive and report to Frank LaPrade, a 30-year Capital One veteran who oversees key technology and marketing functions.

“We started Brex in 2017 as a category creator – bringing together financial services and software into one AI-native platform,” Franceschi said in a separate statement. “Now we get to supercharge our next chapter in partnership with the team at Capital One,” he added, calling the $5.15 billion sale “the largest bank–fintech deal in history.”

Brex’s rise—and a markdown from its peak

Founded by Brazilian entrepreneurs Franceschi and Henrique Dubugras, Brex rose to prominence by offering venture-backed startups corporate cards when many traditional banks balked at lending to young companies with little operating history. Over time, it added travel tools, bill payment, cash management via partner banks and money-market funds, and, more recently, the ability for customers to send and receive stablecoin payments using the USDC token.

Brex says it now serves tens of thousands of businesses in more than 50 countries, including what it describes as one in three U.S. startups and more than 300 public companies. Customers include consumer brands, technology platforms and professional sports franchises.

The sale price represents a steep markdown from the company’s peak private valuation of $12.3 billion in 2022. Early venture backers stand to earn significant returns, but investors who bought in at later rounds are likely to see more modest gains or flat outcomes. People familiar with the company’s financials have said Brex is profitable and growing revenue around 40% year over year, though those figures have not been disclosed in audited public filings.

Capital One’s broader payments strategy

The acquisition is also the next step in Capital One’s wider transformation into a full-spectrum payments player. In 2025, the bank completed its roughly $35 billion all-stock takeover of Discover, giving it control of the fourth-largest U.S. card network and making it the largest U.S. credit card lender by balances. That deal drew antitrust scrutiny and political criticism before regulators concluded the combined company would not dominate consumer card markets.

With Brex, Capital One is targeting the other side of the ledger: business cards and expense management. The bank has long been a major issuer to consumers and small businesses, particularly in owner-liability card programs where the individual cardholder, not the company, is on the hook for debt. It has been less of a force in large corporate-liability programs, a segment that accounts for roughly half of the approximately $2 trillion in annual U.S. business card spending, according to company presentations.

Analysts say Brex gives Capital One an immediate presence in that market and a technology platform that could be difficult to replicate. Brex’s system allows finance teams to set granular spending controls, automate expense approvals, integrate directly with accounting software and analyze spending patterns—tools that companies increasingly expect alongside traditional credit products.

“Brex invented the integrated combination of corporate credit cards, spend management software and banking together in a single platform,” Fairbank said. “They have taken the rarest of journeys for a fintech, building a vertically integrated platform from the bottom of the tech stack to the top.”

Brex also brings an estimated $13 billion in customer cash balances held in bank accounts and money-market funds, a useful source of low-cost funding for Capital One, which reported $669 billion in assets and $475.8 billion in deposits as of Dec. 31.

Regulatory scrutiny and stablecoin questions

The transaction comes with risks. Capital One is still integrating Discover’s network and operations, a multiyear project that has already drawn close attention from the Federal Reserve, the Office of the Comptroller of the Currency and the Department of Justice. The Brex acquisition will require another round of reviews from banking and antitrust regulators, who are increasingly focused on both consolidation among large financial institutions and the fast-growing role of technology firms in core financial infrastructure.

Advocacy groups and some lawmakers criticized the Discover deal on competition grounds and warned that further consolidation could harm consumers. Regulators ultimately allowed the merger to proceed, finding that the combined company would still face significant competition from Visa, Mastercard and American Express. The Brex deal is smaller and focused on corporate rather than consumer payments, but it may still raise questions about market power in specific niches, such as venture-backed startups and high-growth technology clients.

Regulators are also likely to scrutinize how Capital One handles Brex’s newer offerings, including its USDC-based stablecoin payments. Brex has marketed those tools as a way for businesses to move money instantly across borders and even pay card balances in stablecoins, with automatic conversion into dollars by a partner bank. Bringing those capabilities under the umbrella of a large regulated lender could accelerate the use of tokenized dollars in corporate finance or prompt regulators to impose tighter limits.

What it could mean for customers and investors

For customers, the impact of the deal will depend on how much autonomy Capital One gives Brex on product and underwriting decisions. Some startup founders and finance chiefs may welcome the backing of a large balance sheet and a broader lineup of banking and credit products. Others may worry that Brex’s risk appetite and pace of product development will change under a bank holding company’s compliance and capital requirements.

Brex’s own history has not been without friction. In June 2022, the company abruptly notified tens of thousands of small-business customers that their accounts would be closed, narrowing its focus to venture-backed and other “professionally funded” firms and larger enterprises. The move drew sharp criticism from some affected businesses and underlined the trade-offs in Brex’s strategy. The company later cut staff in 2022 and again in 2024 as it aimed to reach profitability and concentrate on larger clients.

Investors initially reacted warily to Capital One’s latest move. The bank reported fourth-quarter 2025 net income of $2.1 billion, or $3.26 per diluted share, and an adjusted profit measure that fell short of Wall Street expectations. It also set aside more money for potential credit losses as delinquencies ticked higher. Capital One’s shares fell about 6% to 7% in the trading session after the results and Brex announcement, as some analysts flagged the complexity of managing two major integrations at once.

Still, many on Wall Street have described the strategic logic of the Brex deal as sound, given the long-term growth of corporate payments and the shift toward software-driven expense tools. For now, the acquisition underscores a broader pattern: as the era of easy money recedes, some of the most prominent fintech startups are finding their next chapter not on the public markets but inside the institutions they once set out to disrupt.