[8-K] CAPITAL ONE FINANCIAL CORP Reports Material Event

Rhea-AI Filing Summary

Capital One Financial Corporation announced two items. First, the company issued a press release with financial results for the quarter ended September 30, 2025, and provided a financial supplement and presentation. The company will host an earnings call on October 21, 2025 at 5:00 PM Eastern Time, with a replay available on its website through November 4, 2025 at 5:00 PM Eastern Time.

Second, the Board authorized the repurchase of up to $16 billion of common stock. This new authorization replaces the prior program approved on April 1, 2022 and is authorized to begin on October 21, 2025. Repurchases may occur via open market or privately negotiated transactions, including Rule 10b5-1 plans, and may be modified, suspended, or terminated at any time. The timing and amount of repurchases will depend on market conditions, growth opportunities, the company’s capital position and retained earnings, and regulatory considerations.

Insights

Bank capital management analyst

New $16B buyback authorization; execution depends on conditions.

Capital One approved a common stock repurchase authorization of up to $16 billion, replacing its April 1, 2022 program. The authorization begins on October 21, 2025 and permits open market or privately negotiated transactions, including Rule 10b5-1 plans.

Actual repurchases are conditioned on market conditions, growth opportunities, capital position and retained earnings, and regulatory considerations. The company states the program may be modified, suspended, or terminated at any time, which makes the realized buybacks variable.

The company also released Q3 2025 results and scheduled its webcast for October 21, 2025 at 5:00 PM ET, with replay through November 4, 2025. Subsequent disclosures will show actual repurchase activity and any changes to the program terms.

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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

October 20, 2025

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 2.02 Results of Operations and Financial Condition.

On October 21, 2025, Capital One Financial Corporation (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2025. Copies of the Company’s press release and financial supplement are attached and furnished herewith as Exhibits 99.1 and 99.2 to this Form 8-K and are incorporated herein by reference.

Note: Information in this report (including Exhibits 99.1 and 99.2) furnished pursuant to Item 2.02 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. 

Item 8.01 Other Events.

On October 20, 2025, the Company authorized the repurchase of up to $16 billion of shares of its common stock. This new authorization replaces the Company’s prior authorization to repurchase its common stock approved by the Board on April 1, 2022. Repurchases under the new share repurchase program are authorized to begin on October 21, 2025.

The timing and exact amount of any common stock repurchases will depend on various factors, including market conditions, opportunities for growth and the Company’s capital position and amount of retained earnings, as well as regulatory considerations. The Company’s share repurchase program does not include specific price targets or number of shares, may be executed through open market purchases or privately negotiated transactions, including utilizing Rule 10b5-1 plans, and may be modified, suspended or terminated at any time.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Press Release, dated October 21, 2025 - Third Quarter 2025
99.2						Financial Supplement - Third Quarter 2025
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

Earnings Conference Call Webcast Information.

The Company will hold an earnings conference call on October 21, 2025 at 5:00 PM Eastern Time. The conference call will be accessible through live webcast. Interested investors and other individuals can access the webcast via the Company’s home page (www.capitalone.com). Under “About,” choose “Investors” to access the Investor Center and view and/or download the earnings press release, the financial supplement, including a reconciliation of non-GAAP financial measures, and the earnings release presentation. A replay of the webcast will be archived on the Company’s website through November 4, 2025 at 5:00 PM Eastern Time.

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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: October 21, 2025

By:

/s/ TIMOTHY P. GOLDEN

Timothy P. Golden

SVP, Chief Accounting Officer

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FAQ

What did COF announce regarding share repurchases?

The Board authorized the repurchase of up to $16 billion of common stock, replacing the prior program approved on April 1, 2022.

When does Capital One’s new buyback authorization begin?

Repurchases under the new program are authorized to begin on October 21, 2025.

How can COF execute the repurchases?

Repurchases may be done via open market or privately negotiated transactions, including Rule 10b5-1 plans.

What factors will determine the timing and amount of COF buybacks?

They depend on market conditions, growth opportunities, the company’s capital position and retained earnings, and regulatory considerations.

Is the COF repurchase program fixed or flexible?

The program may be modified, suspended, or terminated at any time.

When is COF’s Q3 2025 earnings call and how long is the replay available?

The call is on October 21, 2025 at 5:00 PM ET. The replay is available through November 4, 2025 at 5:00 PM ET.