On Jan. 22, Capital One agreed to acquire Brex in a $5.15 billion deal that’s likely to reshape the competitive landscape of corporate spend management. The acquisition, set to close in mid-2026, would integrate Brex’s platform into Capital One’s portfolio and expand the bank’s role in enterprise-level finance.
The transaction comes as fintech companies navigate shifting capital markets, evolving growth expectations and increasing consolidation across financial services.
Brex, which was valued at more than $12 billion in private markets in 2022, enters its next chapter with the backing of a major bank holding company. The deal provides liquidity for investors and additional resources for expansion, while offering finance leaders a case study in how valuation, growth and capital access intersect in a high-profile fintech acquisition.
For Erica Dorfman, Brex’s CFO, the transaction reflects a rapid strategic shift that unfolded in a matter of weeks and reshaped how the company was evaluating its long-term ambitions. In an interview on Friday, Dorfman spoke with CFO.com about her and her team’s experience bringing this deal to the finish line.
Scale, timing and the path to acquisition
Dorfman said the acquisition was not part of her mandate when she stepped into the CFO role six months ago, and that Brex’s leadership had been focused on traditional growth paths before the Capital One opportunity emerged. “This transaction came together really quickly,” she said. “We did this in about four weeks.”
Before the Capital One opportunity emerged, Brex’s leadership had been focused on raising private capital, pursuing an IPO and operating as an independent company.
“Previously, we were thinking about the standard paths: Raising private capital, going public and operating as an independent company,” Dorfman said. Those options had shaped Brex’s long-term planning, and the company was growing at a pace Dorfman described as strong, with annual growth of 40% to 50%.
The turning point came when Brex CEO Pedro Franceschi was introduced to Capital One founder Richard Fairbank, she said, opening a strategic conversation that reshaped how Brex viewed its future. “They were interested in partnering with us and acquiring us,” Dorfman said. “Their pitch around how that would make sense really hit the nail on the head for how we think about the long-term vision for Brex.”
From a finance perspective, Dorfman framed the logic of the deal around scale and acceleration. “Even if you grow 40% or 50% year over year, the amount of distribution and access and capital you get as part of Capital One is totally different orders of magnitude,” she said. “The ability to fast-track our investments and accelerate our mission made a ton of sense.”
The speed of the transaction reflected that alignment, as the compressed timeline is unique for an acquisition involving a major public bank. “It was the longest month I’ve ever had,” she said. “A lot of people had 20-hour days. Doing a transaction of this magnitude with a public bank in four weeks is a tough one, but also tremendously exciting.”
Dorfman said relationships and cultural alignment played a significant role in building confidence around the deal. “A lot of it is Pedro being comfortable saying, ‘I’m ready to take this path,’” she said. “He felt a real kinship with Richard and with the cultural blend between Capital One and Brex as founder-led companies.”
Valuation logic and boardroom decision-making
The deal's dollar value has drawn significant attention in the fintech and venture capital communities. Brex’s sale price, $5.15 billion, reflects a markedly different environment from its private-market valuation of more than that $12 billion in 2022. Dorfman said the board evaluated the deal through the lens of public-market economics and full-company liquidity and not those private-market benchmarks.
“Comparing it to 2022 multiples or private company multiples doesn’t totally make sense [because] in the private market, you’re selling a very small percent of the company. In an acquisition, you’re providing liquidity for everyone.”
Erica Dorfman
CFO, Brex
“The 13x multiple on gross profit is a massive premium to where public companies are trading today,” she said. “Being at a premium to where the top folks in the market trade on a gross profit basis was extremely attractive to the board.”
She said comparisons to private-market valuations often overlook structural differences between minority investments and full-company sales. “When you’re talking about the private market, you’re talking about selling a very small percent of the company,” she said. “That’s night and day compared to selling 100% of the company or providing 100% liquidity for shareholders in an acquisition context.”
Dorfman described the board’s decision as a process of evaluating long-term capital pathways and market realities.
Her framing reflects how CFOs increasingly interpret valuation across multiple dimensions, weighing private-market expectations, public-market comparables and strategic value to an acquirer. The premium to public-market multiples provided a financial rationale that made the transaction compelling in the boardroom, she said.
“Comparing it to 2022 multiples, or private company multiples, doesn’t totally make sense,” Dorfman said. “In the private market, you’re selling a very small percent of the company. In an acquisition, you’re providing liquidity for everyone.”
Managing through the change
Executing a transaction of this scale required strict confidentiality, creating a leadership challenge for Brex’s finance team and broader organization. Dorfman said the compressed timeline helped reduce the strain.
“Most people don’t get the opportunity to work on something like this in their careers. It’s meaningful to see the evolution of the company and to take on the new challenge of operating within Capital One.”
Erica Dorfman
CFO, Brex
“There weren’t months and months where we were doing one thing, and the team was doing another.” She described the core challenge as maintaining operational continuity while navigating the realities of an impending transaction. “We’re still operating a business,” she said. “We still need to execute and hit our plans and hit our goals and have a sales team hit quota.”
Dorfman said Brex plans to continue operating largely as an independent business within Capital One eased some of the communication tension. “Strategically, a lot of our planning stays intact, especially in the next three, six, nine months,” she said. “One of the biggest changes is that we’ll probably have more resources to do some of the things we were already planning.”
That framing also shaped how leadership addressed employee concerns, particularly around equity compensation and career trajectories for those hired after Brex’s peak valuation. “I think employees are excited about the transaction broadly,” Dorfman said. “There’s the compensation on an individual level, but there’s also the opportunity career-wise.”
Dorfman said Capital One intends to keep the Brex workforce intact, essentially maintaining the current headcount.
She emphasized the scale Capital One brings to Brex’s growth ambitions. “To be at that scale and to have a different type of conversation around how much we spend on marketing or how many engineers we have is really exciting,” she said. “They’ve committed to investing materially in Brex, and that creates a real opportunity to accelerate what we’re building.”
Dorfman said that the message has been central to maintaining morale and alignment as the company prepares for its next phase. “It’s an opportunity to scale faster and to work on bigger problems,” she said. “People are excited about the work and the new challenges that come with being part of this.”
She also framed the transaction as a learning experience for Brex’s finance organization. “Most people don’t get the opportunity to work on something like this in their careers,” she said. “It’s meaningful to see the evolution of the company and to take on the new challenge of operating within Capital One.”
Capital, infrastructure and long-term growth
The acquisition places Brex inside a major bank holding company and expands its access to capital and infrastructure. Dorfman said the presence of a large balance sheet opens new opportunities for Brex and its customers.
“As a company that borrows money, it’s great to have [a bank-scale] balance sheet,” she said. “When you think about what that presents for our customers and what we can do together, it’s part of the larger opportunity set.”
She described Capital One as a technology-driven organization whose banking infrastructure expands Brex’s ability to scale its platform. “They very much think of themselves as a technology company,” she said. “And for us, the scale we want to operate at makes that balance sheet incredibly valuable.”
The acquisition raises some questions about how fintech companies think about scale and capital.
Dorfman pushed back on the idea that fintech firms like Brex and her former employer, SoFi, despite marketing themselves as an alternative to banks, inevitably need to become or be acquired by banks. “I don’t think every fintech needs to be a bank,” she said. “But for us, at the scale we want to operate, one of the benefits of working with Capital One is the fact that they do have a massive balance sheet.”
