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    Capital One Financial Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

    11/7/25 4:21:46 PM ET
    $COF
    Major Banks
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    cof-20251103
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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

    November 3, 2025
    Date of Report (Date of earliest event reported)
    ____________________________________
    CAPITAL ONE FINANCIAL CORPORATION
    (Exact name of registrant as specified in its charter)
    ____________________________________
    Delaware001-1330054-1719854
    (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 ICOF 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 JCOF 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 KCOF 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 LCOF 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 NCOF PRN
    New York Stock Exchange
    1.650% Senior Notes Due 2029COF29
    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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
    On November 3, 2025, the Compensation Committee and the independent members of the Board of Directors of Capital One Financial Corporation (the "Company") approved a special cash award in the amount of $2,000,000 to Matthew Cooper, the Company’s President, Discover Integration, General Counsel and Secretary, in recognition of his expanded role and his exceptional performance and contributions during the year.


    Item 9.01    Financial Statements and Exhibits.
     
    (d) Exhibits
    Exhibit No.Description
    104The 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: November 7, 2025By:/s/ Andrew M. Young
    Andrew M. Young
    Chief Financial Officer

    2
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