Capital One Financial (NYSE: COF) files report on material company event
Rhea-AI Filing Summary
CAPITAL ONE FINANCIAL CORP (symbol: COF) is the issuer of record for a Form 8-K filing submitted to the SEC.
Positive
- None.
Negative
- None.
Filing Explained
Capital One announced a September 1 redemption of all one million Series M preferred shares at $1,000 each; dividends stop accruing afterward.
As a Form 8-K, this filing reports a material event: on
If completed, the stated capital action would remove all 1,000,000 outstanding Series M preferred shares from the company’s outstanding preferred stock. The filing describes this action as applying to Series M preferred stock, rather than announcing an issuance or sale of common stock.
Each Series M share is to be redeemed for
The key resolution date is
8-K Event Classification
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(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 |
Name of Each Exchange on Which Registered | ||
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. |
On August 20, 2026, Capital One Financial Corporation (the “Company”) issued a press release announcing that it will redeem all outstanding shares of its Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series M, $0.01 par value per share (“Series M Preferred Stock”).
The Series M Preferred Stock (CUSIP: 14040HCF0) will be redeemed on September 1, 2026 (the “Series M Redemption Date”) at a redemption price of $1,000 per share of Series M Preferred Stock. All 1,000,000 outstanding shares of the Series M Preferred Stock will be redeemed on the Series M Redemption Date.
Regular dividends on the outstanding shares of the Series M Preferred Stock will be paid separately on the Series M Redemption Date to holders of record as of the close of business on August 17, 2026, in the customary manner. On and after the Series M Redemption Date, all dividends on the shares of Series M Preferred Stock will cease to accrue.
A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference into this Item 8.01.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release, dated August 20, 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: August 20, 2026 | By: | /s/ Matthew W. Cooper | ||||
| Matthew W. Cooper | ||||||
| General Counsel and Corporate Secretary | ||||||
2
Exhibit 99.1
|
Media Release |
Capital One Announces Full Redemption of Its Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series M
MCLEAN, Va.—(BUSINESS WIRE)—Aug. 20, 2026—Capital One Financial Corporation (NYSE: COF) today announced that it will redeem all outstanding shares of its Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series M, $0.01 par value per share (“Series M Preferred Stock”) on September 1, 2026 (the “Series M Redemption Date”).
All one million outstanding shares of the Series M Preferred Stock (CUSIP: 14040HCF0) will be redeemed at a price of $1,000 per share of preferred stock on the Series M Redemption Date.
Regular dividends on the outstanding shares of the Series M Preferred Stock of $9.875 per share will be paid separately on the Series M Redemption Date, to holders of record as of the close of business on August 17, 2026, in the customary manner. Accordingly, the redemption price for the Series M Preferred Stock will not include any accrued and unpaid dividends. On and after the redemption date, all dividends on the shares of Series M Preferred Stock will cease to accrue.
The Series M Preferred Stock is held through The Depository Trust Company (“DTC”) and will be redeemed in accordance with the procedures of DTC. Payment to DTC for the Series M Preferred Stock will be made by Computershare Trust Company, N.A., as redemption agent, in accordance with the Transfer Agency and Service Agreement and the Redemption Agent Agreement that govern the redemption of the Series M Preferred Stock. The address for the redemption agent is as follows:
Computershare Trust Company, N.A.
Attn: Corporate Actions
150 Royall St.
Canton, MA 02021
Forward-Looking Statements
Certain statements in this release may constitute forward-looking statements, which involve a number of risks and uncertainties. Forward-looking statements often use words such as “will,” “anticipate,” “target,” “expect,” “think,” “estimate,” “intend,” “plan,” “goal,” “believe,” “forecast,” “outlook” or other words of similar meaning. Any forward-looking statements made by Capital One or on its behalf speak only as of the date they are made or as of the date indicated, and Capital One does not undertake any obligation to update forward-looking statements as a result of new information, future events or otherwise. Capital One cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information due to a number of factors. For additional information on factors that could materially influence forward-looking statements included in this press release, see the risk factors set forth under “Part I—Item 1A. Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC.
1
About Capital One
Capital One Financial Corporation (NYSE: COF) is a leading technology-based financial services company with $484.3 billion in deposits and $673.8 billion in total assets as of June 30, 2026. Headquartered in McLean, Virginia, the company operates as a premier global payments provider and diversified financial institution, delivering a broad suite of products and consumer lifestyle and shopping experiences through its Credit Card, Consumer Banking including its Global Payment Network, and Commercial Banking lines of business. As the only major U.S. bank to migrate entirely to the public cloud, Capital One leverages proprietary data and advanced analytics to democratize financial tools across its primary markets in the United States, Canada, and the United Kingdom.
Contacts
Jeff Norris
Jeff.Norris@capitalone.com
Danielle Dietz
Danielle.Dietz@capitalone.com
Angela Solomon
Angela.Solomon@capitalone.com
2