8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

June 5, 2025

Date of Report (Date of earliest event reported)

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CAPITAL ONE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code: (703) 720-1000

(Not applicable)

(Former name or former address, if changed since last report)

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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:

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(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 3, 2025, the Compensation Committee (the “Committee”) and the independent members of the Board of Directors (the “Independent Directors”) of Capital One Financial Corporation (the “Company”) approved one-time awards of Restricted Stock Units (the “Awards”) for Mr. Richard D. Fairbank, the Company’s Chairman and Chief Executive Officer, and the Company’s other executives who are named executive officers (the “Named Executive Officers”), in recognition of their ongoing and anticipated work relating to the integration of the Discover business with Capital One.

Mr. Fairbank was granted 153,351 RSUs, which had a grant date value of approximately $30.0 million. Mr. Fairbank’s Award will vest in full on June 3, 2030, and will settle 50% in cash based on the Company’s average stock price over the fifteen trading days preceding the vesting date, and 50% in stock.

The Named Executive Officers were granted the following numbers of RSUs with the following approximate grant date values: Andrew M. Young: 15,336 RSUs ($3.0 million), Frank G. LaPrade, III: 12,780 RSUs ($2.5 million), Matthew W. Cooper: 28,115 RSUs ($5.5 million), and Sanjiv Yajnik: 12,780 RSUs ($2.5 million). The RSUs granted to the Named Executive Officers will vest in full on June 3, 2028, and will settle 100% in stock.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

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.

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