8-K
CAPITAL ONE FINANCIAL CORP (COF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
____________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
July 1, 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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| 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 July 1, 2025, Capital One Financial Corporation (the “Company”) issued a press release announcing the Company’s preliminary Stress Capital Buffer Requirement (“SCB”), as calculated by the Board of Governors of the Federal Reserve System 2025 Comprehensive Capital Analysis and Review (“CCAR”) process, is 4.5 percent, effective October 1, 2025. The Company’s previously disclosed SCB of 5.5 percent, as calculated by the Board of Governors of the Federal Reserve System 2024 CCAR process, will remain in effect until September 30, 2025.
In April 2025, the Federal Reserve issued a notice of proposed rulemaking to amend the calculation of the SCB. The proposal would average stress test results over two consecutive years for purposes of determining the SCB requirement. The proposal has not yet been finalized, and our preliminary SCB disclosed above has been calculated under the current framework and does not reflect the proposed averaging.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated July 1, 2025 |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
Cautionary Statements Regarding Forward-Looking Statements.
The attached press release and information provided pursuant to Items 8.01 and 9.01 may contain 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 the Company or on its behalf speak only as of the date they are made or as of the date indicated, and the Company does not undertake any obligation to update forward-looking statements as a result of new information, future events or otherwise. The Company 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 earnings 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, 2024 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.
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: July 1, 2025 | By: | /s/ Matthew W. Cooper |
| Matthew W. Cooper | ||
| General Counsel and Corporate Secretary |
2
Document
Exhibit 99.1
| Media Release<br><br><br>Contacts<br>Sie Soheili<br>Sie.Soheili@capitalone.com |
|---|
| Danielle Dietz<br>Danielle.Dietz@capitalone.com |
Capital One Announces Preliminary Stress Capital Buffer Requirement
MCLEAN, Va. (July 1, 2025) Capital One Financial Corporation (NYSE: COF) today announced the company’s preliminary Stress Capital Buffer Requirement (“SCB”), as calculated by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) 2025 Comprehensive Capital Analysis and Review process (“CCAR”), is 4.5 percent, effective October 1, 2025. Capital One’s previously disclosed SCB of 5.5 percent, as calculated by the Federal Reserve 2024 CCAR process, will remain in effect through the end of the third quarter of 2025.
In April 2025, the Federal Reserve issued a notice of proposed rulemaking to amend the calculation of the SCB. The proposal would average stress test results over two consecutive years for purposes of determining the SCB requirement. The proposal has not yet been finalized, and our preliminary SCB disclosed above has been calculated under the current framework and does not reflect the proposed averaging.
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, 2024 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.
About Capital One
Capital One Financial Corporation (www.capitalone.com) is a financial holding company which, along with its subsidiaries, had $367.5 billion in deposits and $493.6 billion in total assets as of March 31, 2025. Headquartered in McLean, Virginia, Capital One offers a broad spectrum of financial products and services to consumers, small businesses and commercial clients through a variety of channels. Capital One, N.A. has branches and Cafés located primarily in New York, Louisiana, Texas, Maryland, Virginia and the District of Columbia. A Fortune 500 company, Capital One trades on the New York Stock Exchange under the symbol “COF” and is included in the S&P 100 index.