COF 8-K/A
Capital One Financial Corp (COF)
8-K/A
2025-06-05
For: 2025-05-18
View Original
Added on
April 05, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
(Amendment No. 2)
(Amendment No. 2)
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
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(Exact name of registrant as specified in its charter)
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| (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: (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):
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective May 18, 2025, Capital One Financial Corporation (“Capital One”) completed its previously announced acquisition of Discover Financial Services as previously disclosed in Capital One’s Current Report on Form 8-K filed on May 19, 2025, as amended by Amendment No. 1 to the Current Report on Form 8-K/A filed on May 22, 2025 (the “Original 8-K”). As reported on the Original 8-K, as of the Effective Time (as defined in the Original 8-K), the Capital One board of directors (the “Board”) increased its size to 15 directors and appointed each of Thomas G. Maheras, Michael Shepherd and Jennifer L. Wong (each, a “New Director” and, collectively, the “New Directors”) to join the Board.
At the time the Original Form 8-K was filed, the Board had not yet made a determination regarding Board committee assignments for the New Directors. Capital One is filing this Amendment No. 2 to the Original 8-K to report that, on June 3, 2025, the Board appointed Mr. Shepherd to serve on the Board’s Risk Committee and Audit Committee and appointed Mr. Maheras and Ms. Wong to serve on the Board’s Risk Committee, each effective immediately.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |||||||
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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 5, 2025 | By: | /s/ Matthew W. Cooper | ||||||||||||
| Matthew W. Cooper | ||||||||||||||
| General Counsel and Corporate Secretary | ||||||||||||||
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