[8-K] Capital One Financial Reports Material Event

Rhea-AI Filing Summary

Capital One Financial (NYSE:COF) filed an 8-K announcing the redemption of all outstanding shares of its 6.125% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series P. The redemption will occur on June 30, 2025, affecting all 500,000 outstanding Series P Depositary Shares at a redemption price of $1,000 per depositary share. The total redemption value amounts to $500 million. Shareholders will receive the redemption price plus accrued but undeclared dividends from March 23, 2025, to the redemption date.

Positive

• Strategic reduction in preferred dividend obligations by approximately $30.6 million annually
• Demonstrates strong capital position and financial flexibility

Negative

• None.

Insights

Financial Analyst

Capital One's preferred stock redemption signals strong capital position and potential cost optimization strategy.

The decision to redeem the Series P Preferred Stock at par value demonstrates effective capital management. With a 6.125% dividend rate, this redemption will reduce annual preferred dividend obligations by approximately $30.6 million. The timing suggests Capital One may be optimizing its capital structure in response to the current interest rate environment. This move could potentially be replaced with lower-cost capital instruments or funded through existing resources, indicating robust financial flexibility.

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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

June 25, 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 8.01 Other Events.

On June 25, 2025, Capital One Financial Corporation (the “Company”) issued a press release announcing that it will redeem all outstanding shares of its 6.125% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series P, $0.01 par value per share (“Series P Preferred Stock”), and the corresponding depositary shares representing fractional interests in the Series P Preferred Stock (“Series P Depositary Shares”).

The Series P Depositary Shares (CUSIP: 14040HDL6), each representing a 1/100th interest in a share of Series P Preferred Stock, will be redeemed simultaneously with the redemption of the Series P Preferred Stock on June 30, 2025 (the “Series P Redemption Date”) at a redemption price of $1,000 per depositary share (equivalent to $100,000 per share of preferred stock), plus an amount equal to the proportionate share of the dividends on the Series P Preferred Stock that would have accrued but have not been declared and paid for the period from March 23, 2025, to, but excluding the Series P Redemption Date. On and after the Series P Redemption Date, all dividends will cease to accrue on the Series P Preferred Stock. All 500,000 outstanding Series P Depositary Shares will be redeemed on the Series P Redemption Date.

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 No.		Description
99.1		Press Release, dated June 25, 2025
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: June 25, 2025				By:		/s/ Matthew W. Cooper
						Matthew W. Cooper
						General Counsel and Corporate Secretary

2

FAQ

What is the redemption price for Capital One's Series P Preferred Stock?

The Series P Preferred Stock will be redeemed at $1,000 per depositary share (equivalent to $100,000 per share of preferred stock), plus accrued but undeclared dividends from March 23, 2025, to June 30, 2025.

When will Capital One's Series P Preferred Stock redemption take place?

The redemption will occur on June 30, 2025, which is the Series P Redemption Date.

How many Series P Depositary Shares of Capital One will be redeemed?

500,000 outstanding Series P Depositary Shares will be redeemed on the Series P Redemption Date.

What happens to dividends after the redemption date for Capital One's Series P Preferred Stock?

All dividends will cease to accrue on the Series P Preferred Stock on and after the Series P Redemption Date (June 30, 2025).