CAPITAL ONE FINANCIAL CORP

8-K · d94250d8k.htm

0000927628 2026-06-09 2026-06-09 0000927628 us-gaap:CommonStockMember 2026-06-09 2026-06-09 0000927628 cof:SeriesIPreferredStockMember 2026-06-09 2026-06-09 0000927628 cof:SeriesJPreferredStockMember 2026-06-09 2026-06-09 0000927628 cof:SeriesKPreferredStockMember 2026-06-09 2026-06-09 0000927628 cof:SeriesLPreferredStockMember 2026-06-09 2026-06-09 0000927628 cof:SeriesNPreferredStockMember 2026-06-09 2026-06-09 0000927628 us-gaap:SeniorNotesMember 2026-06-09 2026-06-09
  
  
 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
  
  

 FORM 8-K
  
  

 CURRENT REPORT
 Pursuant to Section 13 or 15(d)
 of The Securities Exchange Act of 1934
 June 9, 2026
 Date of Report (Date of earliest event reported)
  
  

 CAPITAL ONE FINANCIAL CORPORATION
 (Exact name of registrant as specified in its charter)
  
  

  

 Delaware
  
 001-13300
  
 54-1719854

 (State or other jurisdiction
of incorporation)
  
 (Commission
 File Number)

  
 (IRS Employer
Identification No.)

  

 1680 Capital One Drive ,
  

 McLean , Virginia
  
 22102

 (Address of principal executive offices)
  
 (Zip Code)

 Registrant’s telephone number, including area code: (703) 720-1000
 (Not applicable)
 (Former name or former address, if changed since last report)
  
  

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
  

 ☐
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  

 ☐
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  

 ☐
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

 ☐
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:
  

 Title of Each Class

  
 Trading
Symbol(s)

  
 Name of Each Exchange
 on Which Registered

 Common Stock (par value $.01 per share)
  
 COF
  
 New York Stock Exchange

 Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series I
  
 COF PRI
  
 New York Stock Exchange

 Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series J
  
 COF PRJ
  
 New York Stock Exchange

 Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series K
  
 COF PRK
  
 New York Stock Exchange

 Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series L
  
 COF PRL
  
 New York Stock Exchange

 Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series N
  
 COF PRN
  
 New York Stock Exchange

 1.650% Senior Notes Due 2029
  
 COF29
  
 New York Stock Exchange

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 Emerging growth company ☐
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
  
  
  

 Item 8.01
 Other Events.

 This current report on Form 8-K is filed for the purpose of filing the attached exhibit in connection with the prospectus supplement no. 2, dated June 9, 2026 (the “Resale Prospectus Supplement No. 2”), filed by Capital One Financial Corporation (the “Company”) with the Securities and Exchange Commission, which amends and supplements the prospectus supplement, dated April 23, 2026 (the “Initial Resale Prospectus Supplement”) and forms a part of the Company’s automatic shelf registration statement on Form S-3 (File No. 333-277813).
 The Resale Prospectus Supplement No. 2 registers the offer and sale of an additional 39,843 shares of common stock, $0.01 par value per share, of the Company (“Company Common Stock”). The Company previously registered the offer and sale of up to 10,345,906 shares of Company Common Stock under the Initial Resale Prospectus Supplement. Accordingly, the selling security holders referred to in the Initial Resale Prospectus Supplement, as amended and supplemented by the Resale Prospectus Supplement No. 2, may offer and sell up to 10,385,749 shares of Company Common Stock. The Company issued these shares of Company Common Stock to the selling security holders as consideration in connection with the Company’s acquisition of Brex Inc., which closed on April 7, 2026.
  

 Item 9.01
 Financial Statements and Exhibits.

 (d)  Exhibits
  

 Exhibit No.

   
 Description

 5.1
   
 Opinion of Wachtell, Lipton, Rosen & Katz

 23.1
   
 Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1)

 104
   
 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

  

 SIGNATURE
 Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
  

  

  
 CAPITAL ONE FINANCIAL CORPORATION

 Date: June 9, 2026
  

  
 By:
  
 /s/ MATTHEW W. COOPER

  

  

  
 Matthew W. Cooper

  

  

  
 General Counsel and Corporate Secretary