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Capital One removes redeemed Series M preferred stock

Capital One Financial Corporation (COF) reports a charter change related to a preferred stock series.

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Capital One Financial Corporation (COF) reports a charter change related to a preferred stock series. On September 1, 2026, the company filed a Certificate of Elimination in Delaware to remove from its Restated Certificate of Incorporation all matters relating to its Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series M.

All outstanding shares of the Series M Preferred Stock were redeemed on September 1, 2026 in accordance with their Certificate of Designations, and the related Certificate of Elimination is attached as an exhibit and incorporated by reference.

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Redemption date of Series M Preferred Stock September 1, 2026 Date on which all outstanding shares of Series M Preferred Stock were redeemed
Certificate of Designations date for Series M June 9, 2021 Date of the Certificate of Designations governing the Series M Preferred Stock
1.650% Senior Notes Due 2029 1.650% coupon; due 2029 Senior notes of Capital One listed on the New York Stock Exchange under symbol COF29
Exhibit 3.1 Certificate of Elimination dated September 1, 2026 Exhibit describing the elimination of Series M Preferred Stock provisions
Exhibit 104 Inline XBRL cover page Cover page formatted in Inline XBRL identified as Exhibit 104
Certificate of Elimination regulatory
"filed a Certificate of Elimination to its Restated Certificate of Incorporation"
An official document issued by a public health or regulatory authority stating that a particular disease, contaminant, or hazard has been removed or is no longer present at detectable levels within a defined area or system. For investors, it signals a reduced regulatory risk and potential reopening of economic activity—like a clearance certificate that lets a business or region return to normal operations, which can affect demand, costs, and market confidence.
Certificate of Designations regulatory
"all matters set forth in the Certificate of Designations, dated June 9, 2021"
A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.
Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock financial
"with respect to its Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series M"
Non-Cumulative Perpetual Preferred Stock financial
"Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series I"
Non-cumulative perpetual preferred stock is a type of investment that pays a fixed dividend forever, without a set end date. If the company skips some dividends in a year, you don’t get that money later, and it’s gone forever. It matters because investors get regular income but may miss out if the company faces financial trouble.
Inline XBRL technical
"The cover page from this on , formatted in Inline XBRL"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

FAQ

What corporate action did COF take regarding its Series M preferred stock on September 1, 2026?

Capital One Financial Corporation filed a Certificate of Elimination in Delaware, removing from its Restated Certificate of Incorporation all matters relating to its Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series M, after all outstanding Series M shares were redeemed on September 1, 2026.

Were all Series M Preferred Stock shares of COF redeemed?

Yes. The company states that all outstanding shares of its Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series M, were redeemed on September 1, 2026 in accordance with the applicable Certificate of Designations.

What is the purpose of the Certificate of Elimination mentioned by COF (symbol COF)?

The Certificate of Elimination removes from Capital One’s Restated Certificate of Incorporation all provisions previously set forth in the June 9, 2021 Certificate of Designations for the Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series M, after those shares were fully redeemed.

Which exhibit relates to the Series M Preferred Stock in Capital One’s 8-K?

Exhibit 3.1 is identified as the Certificate of Elimination relating to the Series M Preferred Stock, dated September 1, 2026, and is incorporated by reference as part of the company’s disclosure.

What exchange-listed securities of COF are referenced in this disclosure?

The disclosure lists COF common stock and several preferred-related depositary share series (including Series I, J, K, L, N) and 1.650% Senior Notes due 2029 (COF29), all indicated as listed on the New York Stock Exchange.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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CAPITAL ONE FINANCIAL CORP false 0000927628 --12-31 0000927628 2026-09-01 2026-09-01 0000927628 us-gaap:CommonStockMember 2026-09-01 2026-09-01 0000927628 cof:SeriesIPreferredStockMember 2026-09-01 2026-09-01 0000927628 cof:SeriesJPreferredStockMember 2026-09-01 2026-09-01 0000927628 cof:SeriesKPreferredStockMember 2026-09-01 2026-09-01 0000927628 cof:SeriesLPreferredStockMember 2026-09-01 2026-09-01 0000927628 cof:SeriesNPreferredStockMember 2026-09-01 2026-09-01 0000927628 us-gaap:SeniorNotesMember 2026-09-01 2026-09-01
 
 

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

September 1, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 1, 2026, Capital One Financial Corporation (the “Company”) filed a Certificate of Elimination to its Restated Certificate of Incorporation (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware eliminating from the Restated Certificate of Incorporation all matters set forth in the Certificate of Designations, dated June 9, 2021 (the “Certificate of Designations”), with respect to its Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series M (the “Series M Preferred Stock”).

All outstanding shares of the Series M Preferred Stock were redeemed on September 1, 2026, in accordance with the terms of the Certificate of Designations. A copy of the Certificate of Elimination relating to the Series M Preferred Stock is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.  

Description

3.1   Certificate of Elimination relating to the Series M Preferred Stock, dated September 1, 2026
104   The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 

1


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: September 1, 2026     By:  

/s/ Matthew W. Cooper

      Matthew W. Cooper
      General Counsel and Corporate Secretary

 

2

Filing Exhibits & Attachments

5 documents