Statistik Asas
| LEI | ZUE8T73ROZOF6FLBAR73 |
| CIK | 927628 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Capital One Financial Corporation
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
| August 15, 2025 |
Exhibit 99.1 Capital One Financial Corporation Monthly Charge-Off and Delinquency Metrics As of and for the month ended July 31, 2025 Loans Held for Investment Net Charge-Offs 30+ Day Performing Delinquencies Nonperforming Loans (Dollars in millions, except as noted) Average Period-End Amount Rate(1) Amount Rate(2) Amount Rate(3) Credit Card:(4) Domestic $ 251,212 $ 254,059 $ 1,010 4.83 % $ 9,324 |
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| August 15, 2025 |
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 August 14, 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) (C |
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| July 31, 2025 |
by and between Capital One Financial Corporation and Richard D. Fairbank under the Exhibit 10.4 CAPITAL ONE FINANCIAL CORPORATION 2004 Stock Incentive Plan Restricted Stock Unit Award Agreement THIS NOTICE OF RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Grant Notice” and, together with the Terms and Conditions (as defined below), the “Agreement”) between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (“Capital One” or the “Company”), and you, is made pursuant and subje |
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| July 31, 2025 |
Exhibit 10.2 CAPITAL ONE FINANCIAL CORPORATION 2004 Stock Incentive Plan Restricted Stock Unit Award Agreement THIS NOTICE OF RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Grant Notice” and, together with the Terms and Conditions (as defined below), the “Agreement”) between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (“Capital One” or the “Company”), and you, is made pursuant and subje |
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| July 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-13300 CAPITAL ONE FINANCIAL COR |
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| July 31, 2025 |
by and between Capital One Financial Corporation and Richard D. Fairbank under the Exhibit 10.3 CAPITAL ONE FINANCIAL CORPORATION 2004 Stock Incentive Plan Restricted Stock Unit Award Agreement THIS NOTICE OF RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Grant Notice” and, together with the Terms and Conditions (as defined below), the “Agreement”) between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (“Capital One” or the “Company”), and you, is made pursuant and subje |
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| July 22, 2025 |
Exhibit 99.1 Capital One Financial Corporation Monthly Charge-Off and Delinquency Metrics As of and for the month ended June 30, 2025 Loans Held for Investment Net Charge-Offs 30+ Day Performing Delinquencies Nonperforming Loans (Dollars in millions, except as noted) Average Period-End Amount Rate(1) Amount Rate(2) Amount Rate(3) Credit Card:(4) Capital One Domestic $ 150,686 $ 152,772 $ 664 5.29 |
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| July 22, 2025 |
Exhibit 99.1 News Release Contacts: Investor Relations Media Relations Jeff Norris Danielle Dietz Sie Soheili [email protected] [email protected] [email protected] FOR IMMEDIATE RELEASE: July 22, 2025 Capital One Reports Second Quarter 2025 Net Loss of $4.3 billion, or $(8.58) per share Net of adjusting items, Second Quarter 2025 Net Income of $5.48 per share(1) McLea |
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| July 22, 2025 |
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 July 22, 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) (Com |
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| July 22, 2025 |
Exhibit 99.2 Capital One Financial Corporation Financial Supplement(1)(2)(3) Second Quarter 2025 Table of Contents Capital One Financial Corporation Consolidated Results Page Table 1: Financial Summary—Consolidated 1 Table 2: Selected Metrics—Consolidated 3 Table 3: Consolidated Statements of Income 4 Table 4: Consolidated Balance Sheets 6 Table 5: Notes to Financial Summary, Selected Metrics and |
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| July 22, 2025 |
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 July 22, 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) (Com |
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| July 1, 2025 |
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 July 1, 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) (Comm |
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| July 1, 2025 |
Capital One Announces Preliminary Stress Capital Buffer Requirement Exhibit 99.1 Media Release Contacts Sie Soheili [email protected] Danielle Dietz [email protected] 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 |
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| June 30, 2025 |
Certificate of Elimination relating to the Series P Preferred Stock, dated June 30, 2025 Exhibit 3.1 CERTIFICATE OF ELIMINATION OF 6.125% FIXED-RATE RESET NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES P OF CAPITAL ONE FINANCIAL CORPORATION Pursuant to Section 151 of the General Corporation Law of the State of Delaware Capital One Financial Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby ce |
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| June 30, 2025 |
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 30, 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) (Com |
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| June 25, 2025 |
Exhibit 99.1 Capital One Announces Full Redemption of Depositary Shares Representing Interests in Its Series P Preferred Stock Full Redemption of Depositary Shares Representing Interests in its 6.125% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series P MCLEAN, Va., June 25, 2025 /PRNewswire/ — Capital One Financial Corporation (NYSE: COF) (the “Company”) today announced that it wil |
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| June 25, 2025 |
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) (Com |
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| June 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-13300 A. Full title of the plan and the address |
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| June 16, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 13, 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) (Com |
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| June 16, 2025 |
Exhibit 99.1 Capital One Financial Corporation Monthly Charge-Off and Delinquency Metrics As of and for the month ended May 31, 2025(1) Loans Held for Investment Net Charge-Offs 30+ Day Performing Delinquencies Nonperforming Loans (Dollars in millions, except as noted) Average Period-End Amount Rate(2) Amount Rate(3) Amount Rate(4) Credit Card:(5) Domestic $149,597 $ 152,356 $ 694 5.57 % $ 5,864 3 |
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| June 9, 2025 |
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 9, 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) (Comm |
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| June 5, 2025 |
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 5, 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) (Comm |
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| June 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 18, 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 |
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| May 22, 2025 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Discover Financial Services Riverwoods, IL Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Discover Financial Services (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — |
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| May 22, 2025 |
Exhibit 99.2 DISCOVER FINANCIAL SERVICES Condensed Consolidated Statements of Financial Condition (unaudited) (dollars in millions, except for share amounts) March 31, 2025 December 31, 2024 Assets Cash and cash equivalents $ 11,865 $ 8,474 Restricted cash 970 25 Other short-term investments 4,728 5,423 Investment securities (includes available-for-sale securities of $14,502 and $14,359 reported a |
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| May 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 18, 2025 CAPITAL ONE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-13300 54-1719854 (State or other jurisdiction of incorporation) (C |
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| May 22, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.3 Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction The following unaudited pro forma condensed combined financial information and notes thereto have been prepared in accordance with Article 11 of Regulation S-X in order to give effect to the mergers (as defined below), the Discover Student Loan Sale (as defined below), and the related transaction account |
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| May 19, 2025 |
Legacy Discover 2023 Omnibus Incentive Plan Exhibit 99.2 CAPITAL ONE FINANCIAL CORPORATION LEGACY DISCOVER 2023 OMNIBUS INCENTIVE PLAN 1. Purpose. The primary purposes of the Capital One Financial Corporation Legacy Discover 2023 Omnibus Incentive Plan are to attract, retain, and motivate employees, to compensate them for their contributions to the growth and profits of the Company, and to encourage them to own Capital One Financial Corpo |
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| May 19, 2025 |
Exhibit 3.2 CERTIFICATE OF DESIGNATIONS OF 6.125% FIXED-RATE RESET NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES P OF CAPITAL ONE FINANCIAL CORPORATION Capital One Financial Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Sections 103, 141 and 151 thereof, does hereby certify: |
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| May 19, 2025 |
Discover Financial Services Directors’ Compensation Plan.* Exhibit 99.3 DISCOVER FINANCIAL SERVICES DIRECTORS’ COMPENSATION PLAN Amended and Restated Effective December 12, 2024 Section 1. Purpose Discover Financial Services, a Delaware corporation (the “Company”), hereby adopts the Discover Financial Services Directors’ Compensation Plan (the “Plan”). The purpose of the Plan is to set forth the annual compensation for non-employee directors and to promot |
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| May 19, 2025 |
Capital One Completes Acquisition of Discover Exhibit 99.1 Media Relations Investor Relations Sie Soheili Danielle Dietz [email protected] [email protected] Capital One Completes Acquisition of Discover MCLEAN, VA, May 18, 2025 — Capital One Financial Corporation (NYSE: COF) today announced that it has completed its acquisition of Discover Financial Services. “This deal brings together two innovative, mission-driven compa |
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| May 19, 2025 |
Financial Statements and Exhibits 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 Date of Report (Date of earliest event reported): May 19, 2025 (May 18, 2025) CAPITAL ONE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-13300 54-1719854 (State or other jurisdiction of inco |
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| May 19, 2025 |
Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CAPITAL ONE FINANCIAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 54-1719584 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1680 Capital One Drive McLean, V |
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| May 19, 2025 |
Exhibit 4.3 AMENDMENT TO DEPOSIT AGREEMENT This AMENDMENT TO DEPOSIT AGREEMENT (the “Amendment”), dated as of May 18, 2025 (the “Effective Date”), is by and among (i) Capital One Financial Corporation, a Delaware corporation (“Capital One”), (ii) Discover Financial Services, a Delaware corporation (“Discover”), (iii) Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, |
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| May 19, 2025 |
EX-4.2 Exhibit 4.2 DEPOSIT AGREEMENT among DISCOVER FINANCIAL SERVICES, COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of June 22, 2020 Table of Contents Page ARTICLE I DEFINED TERMS 1 Section 1.1 Definitions 1 ARTICLE II FORM OF RECEIPTS, DEPOSIT OF SERIES D PREFERRED STOCK, EXECUTION AND DELIVERY, T |
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| May 19, 2025 |
Exhibit 4.1 DEPOSIT AGREEMENT among DISCOVER FINANCIAL SERVICES, COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of October 31, 2017 Table of Contents Page ARTICLE I DEFINED TERMS 1 Section 1.1 Definitions 1 ARTICLE II FORM OF RECEIPTS, DEPOSIT OF SERIES C PREFERRED STOCK, EXECUTION AND DELIVERY, TRANS |
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| May 19, 2025 |
Discover Financial Services Amended and Restated 2014 Omnibus Incentive Plan Exhibit 99.1 DISCOVER FINANCIAL SERVICES AMENDED AND RESTATED 2014 OMNIBUS INCENTIVE PLAN 1. Purpose. The primary purposes of the Discover Financial Services Amended and Restated 2014 Omnibus Incentive Plan are to attract, retain and motivate employees, to compensate them for their contributions to the growth and profits of the Company and to encourage them to own Discover Financial Services |
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| May 19, 2025 |
Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF FIXED-TO-FLOATING RATE NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES O OF CAPITAL ONE FINANCIAL CORPORATION Capital One Financial Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Sections 103, 141 and 151 thereof, does hereby certify: A |
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| May 19, 2025 |
Exhibit 4.4 AMENDMENT TO DEPOSIT AGREEMENT This AMENDMENT TO DEPOSIT AGREEMENT (the “Amendment”), dated as of May 18, 2025 (the “Effective Date”), is by and among (i) Capital One Financial Corporation, a Delaware corporation (“Capital One”), (ii) Discover Financial Services, a Delaware corporation (“Discover”), (iii) Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, |
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| May 19, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Capital One Financial Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1)(2) Proposed Maximum Offering Price Per Share (3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0. |
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| May 15, 2025 |
Exhibit 99.1 Capital One Financial Corporation Monthly Charge-Off and Delinquency Metrics As of and for the month ended April 30, 2025 Loans Held for Investment Net Charge-Offs 30+ Day Performing Delinquencies Nonperforming Loans (Dollars in millions, except as noted) Average Period-End Amount Rate(1) Amount Rate(2) Amount Rate(3) Credit Card:(4) Domestic $ 148,803 $ 150,581 $ 702 5.66 % $ 5,946 3 |
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| May 15, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 May 14, 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) (Comm |
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| May 8, 2025 |
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 May 8, 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) (Commi |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-13300 CAPITAL ONE FINANCIAL CO |
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| April 22, 2025 |
Exhibit 99.1 News Release Contacts: Investor Relations Media Relations Jeff Norris Danielle Dietz Sie Soheili [email protected] [email protected] [email protected] FOR IMMEDIATE RELEASE: April 22, 2025 Capital One Reports First Quarter 2025 Net Income of $1.4 billion, or $3.45 per share Net of adjusting items, First Quarter 2025 Net Income of $4.06 per share(1) McLean |
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| April 22, 2025 |
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 April 22, 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) (Co |
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| April 22, 2025 |
Exhibit 99.1 Capital One Financial Corporation Monthly Charge-Off and Delinquency Metrics As of and for the month ended March 31, 2025 Loans Held for Investment Net Charge-Offs 30+ Day Performing Delinquencies Nonperforming Loans (Dollars in millions, except as noted) Average Period-End Amount Rate(1) Amount Rate(2) Amount Rate(3) Credit Card:(4) Domestic $ 147,802 $ 150,309 $ 750 6.09 % $ 6,389 4 |
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| April 22, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 April 22, 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) (Co |
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| April 22, 2025 |
Capital One Financial Corporation Financial Supplement(1)(2) First Quarter 2025 Table of Contents Exhibit 99.2 Capital One Financial Corporation Financial Supplement(1)(2) First Quarter 2025 Table of Contents Capital One Financial Corporation Consolidated Results Page Table 1: Financial Summary—Consolidated 1 Table 2: Selected Metrics—Consolidated 3 Table 3: Consolidated Statements of Income 4 Table 4: Consolidated Balance Sheets 6 Table 5: Notes to Financial Summary, Selected Metrics and Cons |
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| April 18, 2025 |
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 April 18, 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) (Co |
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| April 18, 2025 |
Exhibit 99.1 Media Relations Investor Relations Sie Soheili Danielle Dietz [email protected] [email protected] Matthew Towson Erin Stieber [email protected] [email protected] FOR IMMEDIATE RELEASE: April 18, 2025 Capital One Receives Final Regulatory Approvals for Acquisition of Discover MCLEAN, VA, and RIVERWOODS, IL, April 18, 2025 - Capital One Financi |
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| March 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| March 27, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| March 17, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 March 14, 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) (Co |
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| March 17, 2025 |
Exhibit 99.1 Capital One Financial Corporation Monthly Charge-Off and Delinquency Metrics As of and for the month ended February 28, 2025 Loans Held for Investment Net Charge-Offs 30+ Day Performing Delinquencies Nonperforming Loans (Dollars in millions, except as noted) Average Period-End Amount Rate(1) Amount Rate(2) Amount Rate(3) Credit Card:(4) Domestic $ 149,427 $ 148,397 $ 790 6.35 % $ 6,71 |
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| February 20, 2025 |
#ᴅʟᴘMICRODOT [{'title': 'Data Security Classification', 'text': 'Internal'}, {'title': 'docid', 'text': '1P99z1uVK451t0Dfi1PTUZCRvyOjbhRjDJCAkunBV9Mo'}]END Exhibit 10. |
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| February 20, 2025 |
Exhibit 21 SUBSIDIARIES AS OF DECEMBER 31, 2024 Subsidiaries* Jurisdiction of Incorporation or Organization Parent Company Capital One, National Association (“CONA”) United States Capital One Financial Corporation * Direct subsidiaries of Capital One Financial Corporation other than CONA are not listed above because, in the aggregate, they would not constitute a significant subsidiary. |
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| February 20, 2025 |
Exhibit 10.4.3 Amendment Number Three to the Capital One Financial Corporation Executive Severance Plan The Capital One Financial Corporation Executive Severance Plan, as amended and restated effective October 5, 2022 (the “Plan”), is hereby amended, effective as of August 1, 2024: 1.Section III, C. will be amended to provide Outplacement Services both in the case of restructuring and performance |
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| February 20, 2025 |
#ᴅʟᴘMICRODOT [{'title': 'Data Security Classification', 'text': 'Confidential'}, {'title': 'docid', 'text': '17jxq2qFFuytnH0EeQpyMNI8FkbLNTcUpNhKN8wckqSU'}]END Exhibit 10. |
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| February 20, 2025 |
Exhibit 10.2.20 CAPITAL ONE FINANCIAL CORPORATION 2004 Stock Incentive Plan Performance Unit Award Agreement THIS NOTICE OF PERFORMANCE UNIT AWARD AGREEMENT (the “Grant Notice” and, together with the Terms and Conditions (as defined below), the “Agreement”) between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (“Capital One” or the “Company”), and you, is made pursuant and subject to t |
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| February 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-13300 CAPITAL ONE FINANCIAL CORPORA |
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| February 20, 2025 |
Exhibit 19 Capital One Financial Corporation Securities Law Policy Policy Overview The purposes of this Policy are to support compliance with the federal and state securities laws governing trading in Securities and educate Associates, Insiders and Control Group members as to their obligations and responsibilities with respect to trading in Securities of Capital One, Capital One Business Partners and other companies. |
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| February 20, 2025 |
Exhibit 10.2.21 CAPITAL ONE FINANCIAL CORPORATION 2004 Stock Incentive Plan Performance Unit Award Agreement THIS NOTICE OF PERFORMANCE UNIT AWARD AGREEMENT (the “Grant Notice” and, together with the Terms and Conditions (as defined below), the “Agreement”) between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (“Capital One” or the “Company”), and you, is made pursuant and subject to t |
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| February 20, 2025 |
#ᴅʟᴘMICRODOT [{'title': 'Data Security Classification', 'text': 'Confidential'}, {'title': 'docid', 'text': '1W21uWWgqtANM81r-OaD0lNC6fGplO1a6kI676WBMGe0'}]END Exhibit 10. |
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| February 20, 2025 |
Description of Securities Registered Under Section 12 of the Exchange Act. MICRODOT [{'title': 'Data Security Classification', 'text': 'Confidential'}, {'title': 'docid', 'text': '184t2guUexeQl5ivEL4AfdsYrPKqmExRCralKnqIxdFE'}]END Exhibit 4. |
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| February 18, 2025 |
Exhibit 99.1 Capital One Financial Corporation Monthly Charge-Off and Delinquency Metrics As of and for the month ended January 31, 2025 Loans Held for Investment Net Charge-Offs 30+ Day Performing Delinquencies Nonperforming Loans (Dollars in millions, except as noted) Average Period-End Amount Rate(1) Amount Rate(2) Amount Rate(3) Credit Card:(4) Domestic $ 151,668 $ 151,703 $ 774 6.12 % $ 6,989 |
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| February 18, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 February 14, 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) |
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| February 18, 2025 |
Exhibit 99.1 Media Relations Investor Relations Sie Soheili Danielle Dietz [email protected] [email protected] Matthew Towson Erin Stieber [email protected] [email protected] FOR IMMEDIATE RELEASE: February 18, 2025 Capital One and Discover Stockholders Approve Capital One’s Proposed Acquisition of Discover MCLEAN, VA, FEBRUARY 18, 2025 - Capital One Fina |
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| February 18, 2025 |
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 February 18, 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) |
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| February 10, 2025 |
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 February 10, 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) |
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| February 10, 2025 |
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 February 10, 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) |
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| February 10, 2025 |
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 February 10, 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) |
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| February 7, 2025 |
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 February 4, 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) ( |
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| January 30, 2025 |
Form of 6.183% Fixed-to-Floating Rate Subordinated Note due 2036 Exhibit 4.3 6.183% FIXED-TO-FLOATING RATE SUBORDINATED NOTE DUE 2036 THIS IS A SECURITY IN GLOBAL FORM WITHIN THE MEANING OF THE SUBORDINATED INDENTURE REFERRED TO HEREINAFTER. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, |
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| January 30, 2025 |
Underwriting Agreement dated January 28, 2025 Exhibit 1.1 Execution Version CAPITAL ONE FINANCIAL CORPORATION $1,750,000,000 6.183% Fixed-to-Floating Rate Subordinated Notes Due 2036 UNDERWRITING AGREEMENT January 28, 2025 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Wells Fargo Securities, |
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| January 30, 2025 |
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 January 30, 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) ( |
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| January 30, 2025 |
Exhibit 4.2 CAPITAL ONE FINANCIAL CORPORATION FIRST SUPPLEMENTAL INDENTURE Dated as of January 30, 2025 to SUBORDINATED INDENTURE Dated as of August 29, 2006 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (as successor to The Bank of New York), as Trustee This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of January 30, 2025, is by and between CAPITAL ONE FINANCIAL |
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| January 29, 2025 |
Exhibit 107.1 Calculation of Filing Fee Table 424(b)(2) (Form Type) CAPITAL ONE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Regi |
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| January 29, 2025 |
Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No 333-277813 PROSPECTUS SUPPLEMENT (To prospectus dated March 11, 2024) Capital One Financial Corporation $1,750,000,000 6. |
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| January 28, 2025 |
Subject to completion, dated January 28, 2025 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No 333-277813 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. |
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| January 28, 2025 |
Filed Pursuant to Rule 433 Dated January 28, 2025 Registration No. 333-277813 CAPITAL ONE FINANCIAL CORPORATION $1,750,000,000 6.183% FIXED-TO-FLOATING RATE SUBORDINATED NOTES DUE 2036 Summary of Terms for Issuance Issuer: Capital One Financial Corporation Security: 6.183% Fixed-to-Floating Rate Subordinated Notes due 2036 Trade Date: January 28, 2025 Settlement Date: * January 30, 2025 (T+2) Rank |
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| January 24, 2025 |
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 January 24, 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) ( |
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| January 24, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.6 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction The following unaudited pro forma condensed combined financial information and notes thereto have been prepared in accordance with Article 11 of Regulation S-X in order to give effect to the mergers (defined below), the Discover Student Loan Sale (defined below), and the related transaction accounting adjustment |
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| January 24, 2025 |
Exhibit 99.3 DISCOVER FINANCIAL SERVICES Condensed Consolidated Statements of Financial Condition (unaudited) (dollars in millions, except for share amounts) March 31, 2024 December 31, 2023 (As Restated) (As Restated) Assets Cash and cash equivalents $ 14,004 $ 11,685 Restricted cash 439 43 Investment securities (includes available-for-sale securities of $13,261 and $13,402 reported at fair value |
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| January 24, 2025 |
Exhibit 99.4 DISCOVER FINANCIAL SERVICES Condensed Consolidated Statements of Financial Condition (unaudited) (dollars in millions, except for share amounts) June 30, 2024 December 31, 2023 (As Restated) (As Restated) Assets Cash and cash equivalents $ 10,865 $ 11,685 Restricted cash 32 43 Investment securities (includes available-for-sale securities of $13,242 and $13,402 reported at fair value w |
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| January 24, 2025 |
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 January 24, 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) ( |
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| January 24, 2025 |
Exhibit 99.1 DISCOVER FINANCIAL SERVICES EARNINGS SUMMARY (unaudited, in millions, except per share statistics) Quarter Ended Twelve Months Ended Dec 31, 2024 Sep 30, 2024 Jun 30, 2024 Mar 31, 2024 Dec 31, 2023 Dec 31, 2024 vs. Dec 31, 2023 Dec 31, 2024 Dec 31, 2023 2024 vs. 2023 EARNINGS SUMMARY Interest Income $ 4,989 $ 5,112 $ 4,971 $ 4,948 $ 4,868 $ 121 2 % $ 20,020 $ 17,845 $ 2,175 12 % Inter |
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| January 24, 2025 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 99.2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Discover Financial Services Riverwoods, IL Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Discover Financial Services (the “Company”) as of December 31, 2023, based on criteria established in Internal Control – |
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| January 24, 2025 |
Exhibit 99.5 DISCOVER FINANCIAL SERVICES Condensed Consolidated Statements of Financial Condition (unaudited) (dollars in millions, except for share amounts) September 30, 2024 December 31, 2023 (As Restated) Assets Cash and cash equivalents $ 10,787 $ 11,685 Restricted cash 36 43 Other short-term investments 735 — Investment securities (includes available-for-sale securities of $14,590 and $13,4 |
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| January 23, 2025 |
Filed by Capital One Financial Corporation (Commission File No.: 333-278812) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended Subject Company: Discover Financial Services (Commission File No.: 001-33378) The following transcript is an excerpt from the Q4 2024 Capital One Financial Corpo |
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| January 21, 2025 |
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 January 21, 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) ( |
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| January 21, 2025 |
Exhibit 99.1 Capital One Financial Corporation Monthly Charge-Off and Delinquency Metrics As of and for the month ended December 31, 2024 Loans Held for Investment Net Charge-Offs 30+ Day Performing Delinquencies Nonperforming Loans (Dollars in millions, except as noted) Average Period-End Amount Rate(1) Amount Rate(2) Amount Rate(3) Credit Card:(4) Domestic(5) $ 153,485 $ 155,618 $ 803 6.28 % $ 7 |
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| January 21, 2025 |
Capital One Financial Corporation Financial Supplement(1)(2) Fourth Quarter 2024 Table of Contents Exhibit 99.2 Capital One Financial Corporation Financial Supplement(1)(2) Fourth Quarter 2024 Table of Contents Capital One Financial Corporation Consolidated Results Page Table 1: Financial Summary—Consolidated 1 Table 2: Selected Metrics—Consolidated 3 Table 3: Consolidated Statements of Income 4 Table 4: Consolidated Balance Sheets 6 Table 5: Notes to Financial Summary, Selected Metrics and Con |
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| January 21, 2025 |
Exhibit 99.1 News Release Contacts: Investor Relations Media Relations Jeff Norris Danielle Dietz Sie Soheili [email protected] [email protected] [email protected] FOR IMMEDIATE RELEASE: January 21, 2025 Capital One Reports Fourth Quarter 2024 Net Income of $1.1 billion, or $2.67 per share Net of adjusting items, Fourth Quarter 2024 Net Income of $3.09 per share(1) Mc |
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| January 21, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 January 21, 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) ( |
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| January 6, 2025 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-278812 To the Stockholders of Capital One Financial Corporation and the Stockholders of Discover Financial Services MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT On behalf of the boards of directors of Capital One Financial Corporation (“Capital One”) and Discover Financial Services (“Discover”), we are pleased to enclose this j |
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| January 3, 2025 |
Consent of Centerview Partners LLC. Exhibit 99.3 Centerview Partners LLC 31 West 52nd Street New York, NY 10019 January 3, 2025 The Board of Directors Capital One Financial Corporation 1680 Capital One Drive McLean, Virginia 22102 The Board of Directors: We hereby consent to the inclusion of our opinion letter, dated February 19, 2024, to the Board of Directors of Capital One Financial Corporation (“Capital One”) as Annex B to, and |
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| January 3, 2025 |
CORRESP January 3, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Robert Arzonetti Christian Windsor Re: Capital One Financial Corporation Registration Statement on Form S-4 File No. 333-278812 Request for Effectiveness Dear Messrs. Arzonetti and Windsor: Reference is made to the Registration S |
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| January 3, 2025 |
As filed with the Securities and Exchange Commission on January 3, 2025 Table of Contents As filed with the Securities and Exchange Commission on January 3, 2025 Registration No. |
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| January 3, 2025 |
EX-99.4 Exhibit 99.4 January 3, 2025 Board of Directors Discover Financial Services 2500 Lake Cook Road Riverwoods, Illinois 60015 RE: Joint Proxy Statement/Prospectus of Capital One Financial Corporation and Discover Financial Services which forms part of Amendment No. 4 to the registration statement on Form S-4 of Capital One Financial Corporation (the “Registration Statement”) Dear Ladies and G |
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| December 23, 2024 |
[LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ] December 23, 2024 [LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ] December 23, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Michael Henderson Marc Thomas Robert Arzonetti Christian Windsor Re: Capital One Financial Corporation Amendment No. 3 to Registration Statement on Form S-4 Filed December 23, 2024 File No. 333-27 |
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| December 23, 2024 |
Exhibit 99.4 December 23, 2024 Board of Directors Discover Financial Services 2500 Lake Cook Road Riverwoods, Illinois 60015 RE: Joint Proxy Statement/Prospectus of Capital One Financial Corporation and Discover Financial Services which forms part of Amendment No. 3 to the registration statement on Form S-4 of Capital One Financial Corporation (the “Registration Statement”) Dear Ladies and Gentlem |
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| December 23, 2024 |
As filed with the Securities and Exchange Commission on December 23, 2024 Table of Contents As filed with the Securities and Exchange Commission on December 23, 2024 Registration No. |
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| December 23, 2024 |
Consent of Centerview Partners LLC. Exhibit 99.3 Centerview Partners LLC 31 West 52nd Street New York, NY 10019 December 23, 2024 The Board of Directors Capital One Financial Corporation 1680 Capital One Drive McLean, Virginia 22102 The Board of Directors: We hereby consent to the inclusion of our opinion letter, dated February 19, 2024, to the Board of Directors of Capital One Financial Corporation (“Capital One”) as Annex B to, an |
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| December 19, 2024 |
Filed by Capital One Financial Corporation (Commission File No.: 001-13300) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended Subject Company: Discover Financial Services (Commission File No.: 001-33378) Capital One Financial Corporation and Discover Financial Services issued the followi |
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| December 17, 2024 |
Filed by Capital One Financial Corporation (Commission File No.: 001-13300) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended Subject Company: Discover Financial Services (Commission File No.: 001-33378) Capital One Financial Corporation and Discover Financial Services issued the followi |
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| December 16, 2024 |
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 December 13, 2024 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) |
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| December 16, 2024 |
Exhibit 99.1 Capital One Financial Corporation Monthly Charge-Off and Delinquency Metrics As of and for the month ended November 30, 2024 Loans Held for Investment Net Charge-Offs 30+ Day Performing Delinquencies Nonperforming Loans (Dollars in millions, except as noted) Average Period-End Amount Rate(1) Amount Rate(2) Amount Rate(3) Credit Card:(4) Domestic(5) $ 149,000 $ 152,102 $ 755 6.08 % $ 6 |
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| December 9, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 December 9, 2024 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) ( |
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| November 15, 2024 |
Exhibit 99.1 Capital One Financial Corporation Monthly Charge-Off and Delinquency Metrics As of and for the month ended October 31, 2024 Loans Held for Investment Net Charge-Offs 30+ Day Performing Delinquencies Nonperforming Loans (Dollars in millions, except as noted) Average Period-End Amount Rate(1) Amount Rate(2) Amount Rate(3) Credit Card:(4) Domestic(5) $ 148,343 $ 150,607 $ 720 5.82 % $ 6, |
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| November 15, 2024 |
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 14, 2024 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) |
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| November 13, 2024 |
COF / Capital One Financial Corporation / DODGE & COX - SC 13G/A Passive Investment SC 13G/A 1 d793801dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 24 )* CAPITAL ONE FINANCIAL CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 14040H105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropri |
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| November 12, 2024 |
Filed by Capital One Financial Corporation (Commission File No.: 001-13300) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended Subject Company: Discover Financial Services (Commission File No.: 001-33378) Capital One Financial Corporation will run the following radio sponsorships, website |
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| October 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-13300 CAPITAL ONE FINANCIA |
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| October 25, 2024 |
Filed by Capital One Financial Corporation (Commission File No.: 333-278812) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended Subject Company: Discover Financial Services (Commission File No.: 001-33378) The following transcript is an excerpt from the Q3 2024 Capital One Financial Corpo |
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| October 24, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 October 24, 2024 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) ( |
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| October 24, 2024 |
[Letterhead of Wachtell, Lipton, Rosen & Katz] October 24, 2024 CORRESP [Letterhead of Wachtell, Lipton, Rosen & Katz] October 24, 2024 VIA EDGAR U. |
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| October 24, 2024 |
Exhibit 99.1 News Release Contacts: Investor Relations Media Relations Jeff Norris Danielle Dietz Sie Soheili [email protected] [email protected] [email protected] FOR IMMEDIATE RELEASE: October 24, 2024 Capital One Reports Third Quarter 2024 Net Income of $1.8 billion, or $4.41 per share Net of adjusting items, Third Quarter 2024 Net Income of $4.51 per share(1) McLe |
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| October 24, 2024 |
Capital One Financial Corporation Financial Supplement(1)(2) Third Quarter 2024 Table of Contents Exhibit 99.2 Capital One Financial Corporation Financial Supplement(1)(2) Third Quarter 2024 Table of Contents Capital One Financial Corporation Consolidated Results Page Table 1: Financial Summary—Consolidated 1 Table 2: Selected Metrics—Consolidated 3 Table 3: Consolidated Statements of Income 4 Table 4: Consolidated Balance Sheets 6 Table 5: Notes to Financial Summary, Selected Metrics and Cons |
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| October 24, 2024 |
[Letterhead of Wachtell, Lipton, Rosen & Katz] October 24, 2024 [Letterhead of Wachtell, Lipton, Rosen & Katz] October 24, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Michael Henderson Marc Thomas Robert Arzonetti Christian Windsor Re: Capital One Financial Corporation Amendment No. 2 to Registration Statement on Form S-4 Response dated September 3, 2024 File No. 333- |
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| October 24, 2024 |
Exhibit 99.1 Capital One Financial Corporation Monthly Charge-Off and Delinquency Metrics As of and for the month ended September 30, 2024 Loans Held for Investment Net Charge-Offs 30+ Day Performing Delinquencies Nonperforming Loans (Dollars in millions, except as noted) Average Period-End Amount Rate(1) Amount Rate(2) Amount Rate(3) Credit Card:(4) Domestic(5) $ 147,762 $ 149,400 $ 644 5.23 % $ |
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| October 24, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 October 24, 2024 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) ( |
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| September 16, 2024 |
Exhibit 99.1 Capital One Financial Corporation Monthly Charge-Off and Delinquency Metrics As of and for the month ended August 31, 2024 Loans Held for Investment Net Charge-Offs 30+ Day Performing Delinquencies Nonperforming Loans (Dollars in millions, except as noted) Average Period-End Amount Rate(1) Amount Rate(2) Amount Rate(3) Credit Card:(4) Domestic(5) $ 147,241 $ 149,385 $ 714 5.82 % $ 6,5 |
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| September 16, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 September 13, 2024 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) |
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| September 13, 2024 |
Filed by Capital One Financial Corporation (Commission File No.: 001-13300) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended Subject Company: Discover Financial Services (Commission File No.: 001-33378) The following are copies of materials posted to the website www.capitalonediscover.c |
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| September 9, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 September 9, 2024 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) |
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| September 3, 2024 |
[Letterhead of Wachtell, Lipton, Rosen & Katz] September 3, 2024 [Letterhead of Wachtell, Lipton, Rosen & Katz] September 3, 2024 CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C. |
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| August 23, 2024 |
[Letterhead of Wachtell, Lipton, Rosen & Katz] August 23, 2024 CORRESP [Letterhead of Wachtell, Lipton, Rosen & Katz] August 23, 2024 VIA EDGAR U. |
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| August 15, 2024 |
Exhibit 99.1 Capital One Financial Corporation Monthly Charge-Off and Delinquency Metrics As of and for the month ended July 31, 2024 Loans Held for Investment Net Charge-Offs 30+ Day Performing Delinquencies Nonperforming Loans (Dollars in millions, except as noted) Average Period-End Amount Rate(1) Amount Rate(2) Amount Rate(3) Credit Card:(4) Domestic(5) $ 146,083 $ 148,611 $ 705 5.79 % $ 6,366 |
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| August 15, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 August 14, 2024 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) (C |
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| August 1, 2024 |
Form of Restricted Stock Unit Award Agreement granted to our Exhibit 10.1 CAPITAL ONE FINANCIAL CORPORATION 2004 Stock Incentive Plan Restricted Stock Unit Award Agreement THIS NOTICE OF RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Grant Notice” and, together with the Terms and Conditions (as defined below), (the “Agreement”) between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (“Capital One” or the “Company”), and you, is made pursuant and subj |
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| August 1, 2024 |
directors under the Amended and Restated 2004 Stock Incentive Plan Exhibit 10.2 CAPITAL ONE FINANCIAL CORPORATION 2004 Stock Incentive Plan Restricted Stock Unit Award Agreement THIS NOTICE OF RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Grant Notice” and, together with the Terms and Conditions (as defined below), (the “Agreement”), between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (“Capital One” or the “Company”), and you, is made pursuant and sub |
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| August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-13300 CAPITAL ONE FINANCIAL COR |
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| July 26, 2024 |
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 July 26, 2024 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) (Com |
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| July 26, 2024 |
Form of 5.463% Fixed-to-Floating Rate Senior Note due 2030 EX-4.3 Exhibit 4.3 5.463% FIXED-TO-FLOATING RATE SENIOR NOTE DUE 2030 THIS IS A SECURITY IN GLOBAL FORM WITHIN THE MEANING OF THE SENIOR INDENTURE REFERRED TO HEREINAFTER. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND A |
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| July 26, 2024 |
EX-99.4 Exhibit 99.4 July 25, 2024 Board of Directors Discover Financial Services 2500 Lake Cook Road Riverwoods, Illinois 60015 RE: Joint Proxy Statement/Prospectus of Capital One Financial Corporation and Discover Financial Services which forms part of Amendment No. 2 to the registration statement on Form S-4 of Capital One Financial Corporation (the “Registration Statement”) Dear Ladies and Gen |
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| July 26, 2024 |
Consent of Centerview Partners LLC. EX-99.3 Exhibit 99.3 Centerview Partners LLC 31 West 52nd Street New York, NY 10019 July 25, 2024 The Board of Directors Capital One Financial Corporation 1680 Capital One Drive McLean, Virginia 22102 The Board of Directors: We hereby consent to the inclusion of our opinion letter, dated February 19, 2024, to the Board of Directors of Capital One Financial Corporation (“Capital One”) as Annex B to |
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| July 26, 2024 |
Underwriting Agreement dated July 24, 2024 EX-1.1 Exhibit 1.1 Execution Version CAPITAL ONE FINANCIAL CORPORATION $2,000,000,000 $1,000,000,000 5.463% Fixed-to-Floating Rate Senior Notes Due 2030 $1,000,000,000 5.884% Fixed-to-Floating Rate Senior Notes Due 2035 UNDERWRITING AGREEMENT July 24, 2024 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 M |
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| July 26, 2024 |
Form of 5.884% Fixed-to-Floating Rate Senior Note due 2035 EX-4.4 Exhibit 4.4 5.884% FIXED-TO-FLOATING RATE SENIOR NOTE DUE 2035 THIS IS A SECURITY IN GLOBAL FORM WITHIN THE MEANING OF THE SENIOR INDENTURE REFERRED TO HEREINAFTER. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND A |
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| July 26, 2024 |
As filed with the Securities and Exchange Commission on July 25, 2024 S-4/A Table of Contents As filed with the Securities and Exchange Commission on July 25, 2024 Registration No. |
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| July 25, 2024 |
[LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ] July 25, 2024 [LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ] July 25, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Michael Henderson Marc Thomas Robert Arzonetti Christian Windsor Re: Capital One Financial Corporation Amendment No. 1 to Registration Statement on Form S-4 Filed June 14, 2024 File No. 333-278812 Dear |
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| July 25, 2024 |
FWP Filed Pursuant to Rule 433 Dated July 24, 2024 Registration No. 333-277813 CAPITAL ONE FINANCIAL CORPORATION $2,000,000,000 $1,000,000,000 5.463% FIXED-TO-FLOATING RATE SENIOR NOTES DUE 2030 $1,000,000,000 5.884% FIXED-TO-FLOATING RATE SENIOR NOTES DUE 2035 Summary of Terms for Issuance Issuer: Capital One Financial Corporation Trade Date: July 24, 2024 Settlement Date: * July 26, 2024 (T+2) R |
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| July 25, 2024 |
Exhibit 107.1 Calculation of Filing Fee Table 424(b)(2) (Form Type) CAPITAL ONE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fe |
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| July 25, 2024 |
Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-277813 PROSPECTUS SUPPLEMENT (To prospectus dated March 11, 2024) Capital One Financial Corporation $1,000,000,000 5.463% Fixed-to-Floating Rate Senior Notes Due 2030 $1,000,000,000 5.884% Fixed-to-Floating Rate Senior Notes Due 2035 We will pay interest on the 5.463% fixed-to-floating rate senior notes due 2030 (the “2030 not |
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| July 24, 2024 |
Subject to completion, dated July 24, 2024 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No 333-277813 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. |
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| July 24, 2024 |
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 July 24, 2024 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) (Com |
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| July 24, 2024 |
Filed by Capital One Financial Corporation (Commission File No.: 333-278812) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended Subject Company: Discover Financial Services (Commission File No.: 001-33378) The following transcript is an excerpt from the Q2 2024 Capital One Financial Corpo |
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| July 24, 2024 |
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 July 24, 2024 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) (Com |
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| July 24, 2024 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction The following unaudited pro forma condensed combined financial information and notes thereto have been prepared in accordance with Article 11 of Regulation S-X in order to give effect to the mergers (defined below), the Discover Student Loan Sale (defined below), and the related transaction accounting ad |
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| July 23, 2024 |
Exhibit 99.1 Capital One Financial Corporation Monthly Charge-Off and Delinquency Metrics As of and for the month ended June 30, 2024 Loans Held for Investment Net Charge-Offs 30+ Day Performing Delinquencies Nonperforming Loans (Dollars in millions, except as noted) Average Period-End Amount Rate(1) Amount Rate(2) Amount Rate(3) Credit Card:(4) Domestic(5) $ 145,124 $ 147,065 $ 718 5.93 % $ 6,087 |
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| July 23, 2024 |
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 July 23, 2024 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) (Com |
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| July 23, 2024 |
Capital One Financial Corporation Financial Supplement(1)(2) Second Quarter 2024 Table of Contents Exhibit 99.2 Capital One Financial Corporation Financial Supplement(1)(2) Second Quarter 2024 Table of Contents Capital One Financial Corporation Consolidated Results Page Table 1: Financial Summary—Consolidated 1 Table 2: Selected Metrics—Consolidated 3 Table 3: Consolidated Statements of Income 4 Table 4: Consolidated Balance Sheets 6 Table 5: Notes to Financial Summary, Selected Metrics and Con |
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| July 23, 2024 |
Exhibit 99.1 News Release Contacts: Investor Relations Media Relations Jeff Norris Danielle Dietz Sie Soheili [email protected] [email protected] [email protected] FOR IMMEDIATE RELEASE: July 23, 2024 Capital One Reports Second Quarter 2024 Net Income of $597 million, or $1.38 per share Net of adjusting items, Second Quarter 2024 Net Income of $3.14 per share(1) McLea |
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| July 23, 2024 |
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 July 23, 2024 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) (Com |
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| July 17, 2024 |
425 Filed by Capital One Financial Corporation (Commission File No.: 001-13300) pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Discover Financial Services (Commission File No.: 001-33378) Date: July 17, 2024 The following press release was issued by Capital One on July 17, 2024. Medi |
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| June 28, 2024 |
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 28, 2024 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) (Com |
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| June 28, 2024 |
Exhibit 99.1 Media Release Contacts Sie Soheili [email protected] Danielle Dietz [email protected] Capital One Announces Stress Test Results MCLEAN, Va. (June 28, 2024) Capital One Financial Corporation (NYSE: COF) today announced the company’s preliminary Stress Capital Buffer Requirement (“SCB”), as calculated by the Federal Reserve 2024 Comprehensive Capital Analysis and Re |
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| June 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-13300 A. Full title of the plan and the address |
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| June 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-13300 CAPITAL ONE FINANCIAL CORPORATION (Exact name of registrant as spe |
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| June 17, 2024 |
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 14, 2024 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) (Com |
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| June 17, 2024 |
Exhibit 99.1 Capital One Financial Corporation Monthly Charge-Off and Delinquency Metrics As of and for the month ended May 31, 2024 Loans Held for Investment Net Charge-Offs 30+ Day Performing Delinquencies Nonperforming Loans (Dollars in millions, except as noted) Average Period-End Amount Rate(1) Amount Rate(2) Amount Rate(3) Credit Card:(4) Domestic(5) $ 143,614 $ 145,921 $ 733 6.13 % $ 6,030 |
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| June 14, 2024 |
EX-99.4 Exhibit 99.4 June 14, 2024 Board of Directors Discover Financial Services 2500 Lake Cook Road Riverwoods, Illinois 60015 RE: Joint Proxy Statement/Prospectus of Capital One Financial Corporation and Discover Financial Services which forms part of Amendment No. 1 to the registration statement on Form S-4 of Capital One Financial Corporation (the “Registration Statement”) Dear Ladies and Gen |
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| June 14, 2024 |
As filed with the Securities and Exchange Commission on June 14, 2024 S-4/A Table of Contents As filed with the Securities and Exchange Commission on June 14, 2024 Registration No. |
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| June 14, 2024 |
Consent of Centerview Partners LLC. EX-99.3 Exhibit 99.3 Centerview Partners LLC 31 West 52nd Street New York, NY 10019 June 14, 2024 The Board of Directors Capital One Financial Corporation 1680 Capital One Drive McLean, Virginia 22102 The Board of Directors: We hereby consent to the inclusion of our opinion letter, dated February 19, 2024, to the Board of Directors of Capital One Financial Corporation (“Capital One”) as Annex B to |
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| June 14, 2024 |
[LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ] June 14, 2024 [LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ] June 14, 2024 FOR CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C. |
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| June 12, 2024 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 24, 2024, pursuant to the provisions of Rule 12d2-2 (a). |
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| June 10, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 10, 2024 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) (Com |
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| May 24, 2024 |
Exhibit 99.1 Media Release Sie Soheili [email protected] Investor Relations Danielle Dietz [email protected] Media Relations Molly Blakeman [email protected] Capital One and Walmart Announce End of Consumer Card Partnership Agreement Cardholders can continue to use their card and earn and redeem rewards as they do today MCLEAN, Va. and BENTONVILLE, Ark., May 24. 2024: |
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| May 24, 2024 |
Financial Statements and Exhibits, Other Events 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 May 24, 2024 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) (Comm |
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| May 15, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 May 14, 2024 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) (Comm |
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| May 15, 2024 |
Exhibit 99.1 Capital One Financial Corporation Monthly Charge-Off and Delinquency Metrics As of and for the month ended April 30, 2024 Loans Held for Investment Net Charge-Offs 30+ Day Performing Delinquencies Nonperforming Loans (Dollars in millions, except as noted) Average Period-End Amount Rate(1) Amount Rate(2) Amount Rate(3) Credit Card:(4) Domestic $ 142,500 $ 144,275 $ 721 6.07 % $ 6,109 4 |
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| May 8, 2024 |
As filed with the Securities and Exchange Commission on May 8, 2024 As filed with the Securities and Exchange Commission on May 8, 2024 Registration No. |
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| May 8, 2024 |
Exhibit 107.1 Calculation of Filing Fee Tables FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Capital One Financial Corporation (Exact Name of Registrant as Specified in Its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price(2) Fee |
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| May 3, 2024 |
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 May 2, 2024 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) (Commi |
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| May 3, 2024 |
Amended and Restated 2002 Associate Stock Purchase Plan Exhibit 10.1 CAPITAL ONE FINANCIAL CORPORATION 2002 ASSOCIATE STOCK PURCHASE PLAN AMENDED AND RESTATED AS OF MAY 2, 2024 1. Purpose and Effective Date of Plan The Company established, effective as of September 19, 2002, a stock purchase plan to incentivize present and future employees of the Company and its Subsidiaries with the inherent benefit of Common Stock ownership. The Plan permits the purc |
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| May 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-13300 CAPITAL ONE FINANCIAL CO |
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| May 2, 2024 |
Capital One Financial Corporation Exhibit 10.6 To: [ ] From: [ ] Date: [ ] Subject: Retention Bonus Letter Agreement (the “Agreement”) As a highly valued associate of Capital One Financial Corporation, or a subsidiary or affiliate thereof (“Capital One”), with a critical role in Capital One’s acquisition and integration of Discover Financial Services, you have been selected to receive a retention bonus (“Retention Bonus”). Assumin |
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| May 2, 2024 |
Filed by Capital One Financial Corporation (Commission File No.: 001-13300) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended Subject Company: Discover Financial Services (Commission File No.: 001-33378) The following are copies of materials presented at Capital One’s Annual Stockholder |
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| April 26, 2024 |
Filed by Capital One Financial Corporation (Commission File No.: 001-13300) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended Subject Company: Discover Financial Services (Commission File No.: 001-33378) The following are copies of materials posted to the website www.capitalonediscover.c |
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| April 26, 2024 |
Filed by Capital One Financial Corporation (Commission File No.: 001-13300) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended Subject Company: Discover Financial Services (Commission File No.: 001-33378) The following transcript is an excerpt from the Q1 2024 Capital One Financial Corpor |
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| April 25, 2024 |
Exhibit 99.1 News Release Contacts: Investor Relations Media Relations Jeff Norris Danielle Dietz Sie Soheili [email protected] [email protected] [email protected] FOR IMMEDIATE RELEASE: April 25, 2024 Capital One Reports First Quarter 2024 Net Income of $1.3 billion, or $3.13 per share Net of adjusting items, First Quarter 2024 Net Income of $3.21 per share(1) McLean |
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| April 25, 2024 |
Exhibit 99.1 Capital One Financial Corporation Monthly Charge-Off and Delinquency Metrics As of and for the month ended March 31, 2024 Loans Held for Investment Net Charge-Offs 30+ Day Performing Delinquencies Nonperforming Loans (Dollars in millions, except as noted) Average Period-End Amount Rate(1) Amount Rate(2) Amount Rate(3) Credit Card:(4) Domestic $ 141,663 $ 143,861 $ 726 6.15 % $ 6,445 4 |
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| April 25, 2024 |
Capital One Financial Corporation Financial Supplement(1)(2) First Quarter 2024 Table of Contents Exhibit 99.2 Capital One Financial Corporation Financial Supplement(1)(2) First Quarter 2024 Table of Contents Capital One Financial Corporation Consolidated Results Page Table 1: Financial Summary—Consolidated 1 Table 2: Selected Metrics—Consolidated 3 Table 3: Consolidated Statements of Income 4 Table 4: Consolidated Balance Sheets 6 Table 5: Notes to Financial Summary, Selected Metrics and Cons |
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| April 25, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 April 25, 2024 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) (Co |
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| April 25, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 April 25, 2024 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) (Co |
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| April 22, 2024 |
Filed by Capital One Financial Corporation (Commission File No.: 001-13300) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended Subject Company: Discover Financial Services (Commission File No.: 001-33378) The following is an editorial published in the Chicago Tribune on April 22, 2024. Da |
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| April 19, 2024 |
EX-3.5 Exhibit 3.5 CERTIFICATE OF DESIGNATIONS OF 6.125% FIXED-RATE RESET NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES P OF CAPITAL ONE FINANCIAL CORPORATION Capital One Financial Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Sections 103, 141 and 151 thereof, does hereby ce |
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| April 19, 2024 |
Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-4 (Form Type) CAPITAL ONE FINANCIAL CORPORATION (Exact Name of Registrant as Specified in Its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Common Stock, par value $0. |
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| April 19, 2024 |
Consent of Centerview Partners LLC. Exhibit 99.3 Centerview Partners LLC 31 West 52nd Street New York, NY 10019 April 18, 2024 The Board of Directors Capital One Financial Corporation 1680 Capital One Drive McLean, Virginia 22102 The Board of Directors: We hereby consent to the inclusion of our opinion letter, dated February 19, 2024, to the Board of Directors of Capital One Financial Corporation (“Capital One”) as Annex B to, and r |
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| April 19, 2024 |
As filed with the Securities and Exchange Commission on April 18, 2024 S-4 Table of Contents As filed with the Securities and Exchange Commission on April 18, 2024 Registration No. |
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| April 19, 2024 |
Exhibit 99.4 April 18, 2024 Board of Directors Discover Financial Services 2500 Lake Cook Road Riverwoods, Illinois 60015 RE: Joint Proxy Statement/Prospectus of Capital One Financial Corporation and Discover Financial Services which forms part of the registration statement on Form S-4 of Capital One Financial Corporation (the “Registration Statement”) Dear Ladies and Gentlemen: Reference is made |
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| April 19, 2024 |
Form of Proxy of Discover Financial Services. Exhibit 99.2 ENDORSEMENTLINE SACKPACK MR A SAMPLE DESIGNATION (IF ANY) ADD 1 000001 ADD 2 ADD 3 ADD 4 MMMMMMMMM ADD 5 ADD 6 MMMMMMMMMMMM MMMMMMMMMMMMMM C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Online Go |
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| April 19, 2024 |
Form of Proxy of Capital One Financial Corporation. Exhibit 99.1 SCAN TO VIEW MATERIALS & VOTE CAPITAL ONE FINANCIAL CORPORATION 1680 CAPITAL ONE DR. VOTE BY INTERNET—www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. MCLEAN, VA 22102-3491 Vote by 11:59 p.m. ET on [ ], 2024 for shares held directly and by 11:59 p.m. ET on [ ], 2024 for shares held in a Pla |
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| April 19, 2024 |
Exhibit 3.4 CERTIFICATE OF DESIGNATIONS OF FIXED-TO-FLOATING RATE NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES O OF CAPITAL ONE FINANCIAL CORPORATION Capital One Financial Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Sections 103, 141 and 151 thereof, does hereby certify: A |
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| April 12, 2024 |
NOTICE OF EXEMPT SOLICITATION Name of the registrant: Capital One Financial Corporation Name of person relying on exemption: New York State Comptroller Thomas P. |
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| April 8, 2024 |
United States Securities and Exchange Commission Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Pursuant to Rule 14a-103 Name of the Registrant: Capital One Financial Corp Name of persons relying on exemption: Inspire Investing, LLC Address of persons relying on exemption: 3597 E Monarch Sky Ln, Suite 330, Meridian, ID 83646 As over 100 investors and financial professionals, serving thousand |
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| March 28, 2024 |
Vote Yes: Report on Respecting Workforce Civil Liberties NOTICE OF EXEMPT SOLICITATION SUBMITTED BY NON-MANAGEMENT U.S. Securities and Exchange Commission Washington, DC 20549 Notice of Exempt Solicitation under Rule 14a-103 Name of Registrant: Capital One Financial Corporation Name of person relying on exemption: Bowyer Research Address of person relying on exemption: P.O. Box 120, McKeesport, PA 15135 Vote Yes: Report on Respecting Workforce Civil Lib |
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| March 21, 2024 |
Filed by Capital One Financial Corporation (Commission File No.: 001-13300) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended Subject Company: Discover Financial Services (Commission File No.: 001-33378) The following is an editorial published in the Delaware News Journal on March 21, 20 |
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| March 20, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| March 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| March 15, 2024 |
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 March 14, 2024 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) (Co |
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| March 15, 2024 |
Exhibit 99.1 Capital One Financial Corporation Monthly Charge-Off and Delinquency Metrics As of and for the month ended February 29, 2024 Loans Held for Investment Net Charge-Offs 30+ Day Performing Delinquencies Nonperforming Loans (Dollars in millions, except as noted) Average Period-End Amount Rate(1) Amount Rate(2) Amount Rate(3) Credit Card:(4) Domestic $ 142,719 $ 142,823 $ 708 5.95 % $ 6,74 |
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| March 11, 2024 |
Request for Waiver Form relating to the Corporation’s Dividend Reinvestment and Stock Purchase Plan. EX-99.2 Exhibit 99.2 REQUEST FOR WAIVER Capital One Financial Corporation. Dividend Reinvestment and Stock Purchase Plan This form is to be used only by participants in the Capital One Financial Corporation Dividend Reinvestment and Stock Purchase Plan (the “Plan”) who are requesting authorization from Capital One Financial Corporation (“Capital One”) to make an optional cash investment under the |
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| March 11, 2024 |
EX-99.3 Exhibit 99.3 Computershare Trust Company, N.A. PO Box 43078 Providence, RI 02940-3078 Within USA, US territories & Canada 888 985 2057 Outside USA, US territories & Canada 781 575 2725 www.computershare.com/investor Name Address City, State, Zip Holder Account Number — — — — — — — — — — — — Use a black pen. Print in CAPITAL letters inside the grey areas as shown in this example. This form |
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| March 11, 2024 |
EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its char |
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| March 11, 2024 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EX-99.1 Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Discover Financial Services Riverwoods, IL Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Discover Financial Services (the “Company”) as of December 31, 2023, based on criteria established in Internal C |
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| March 11, 2024 |
As filed with the Securities and Exchange Commission on March 11, 2024 S-3ASR Table of Contents As filed with the Securities and Exchange Commission on March 11, 2024 Registration No. |
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| March 11, 2024 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) CAPITAL ONE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee(3)(4)(5)(6) Newly Registered Securities Fees to be Paid Equity Common Stock, par value $. |
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| March 11, 2024 |
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 March 11, 2024 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) (Co |
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| March 11, 2024 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.2 Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction The following unaudited pro forma condensed combined financial information and notes thereto have been prepared in accordance with Article 11 of Regulation S-X in order to give effect to the Mergers and pro forma adjustments described in the accompanying notes. On February 19, 2024, Capital One Financial |
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| March 11, 2024 |
EX-99.1 Exhibit 99.1 Computershare Trust Company, N.A. PO Box 43078 Providence, RI 02940-3078 Within USA, US territories & Canada 888 985 2057 Outside USA, US territories & Canada 781 575 2725 www.computershare.com/investor Name Address City, State, Zip Holder Account Number — — — — — — — — — — — — Use a black pen. Print in CAPITAL letters inside the grey areas as shown in this example. Dividend R |
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| March 11, 2024 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-277813 7,500,000 Shares Common Stock, Par Value $.01 Per Share DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN To the holders of Capital One Financial Corporation common stock: We are pleased to send you this prospectus supplement describing our Dividend Reinvestment and Stock Purchase Plan (the “Plan”). The Plan provides you wi |
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| March 11, 2024 |
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 March 11, 2024 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) (Co |
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| March 11, 2024 |
Calculation of Filing Fee Tables EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3ASR (Form Type) Capital One Financial Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee |
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| March 11, 2024 |
425 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 March 11, 2024 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) |
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| March 11, 2024 |
EX-25.2 Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its char |
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| March 6, 2024 |
Filed by Capital One Financial Corporation (Commission File No.: 001-13300) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended Subject Company: Discover Financial Services (Commission File No.: 001-33378) The following transcript is an excerpt from Capital One Financial Corporation’s Pres |
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| March 4, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 March 4, 2024 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) (Com |
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| February 29, 2024 |
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 February 28, 2024 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) |
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| February 29, 2024 |
Exhibit 99.1 Media Release Media Contact Angela Solomon [email protected] Suni Harford to Join the Capital One Board of Directors Harford Brings Extensive Banking and Risk Management Experience to the Capital One Board McLean, VA - February 29, 2024 - Capital One Financial Corporation (NYSE: COF), today announced that seasoned financial services industry executive Suni P. Harford has b |
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| February 27, 2024 |
Filed by Capital One Financial Corporation (Commission File No.: 001-13300) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended Subject Company: Discover Financial Services (Commission File No.: 001-33378) The following is a letter sent from Capital One Financial Corporation’s Chief Execut |
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| February 27, 2024 |
Filed by Capital One Financial Corporation (Commission File No.: 001-13300) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended Subject Company: Discover Financial Services (Commission File No.: 001-33378) The following is a transcript from Capital One Financial Corporation’s Presentation |
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| February 26, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 February 26, 2024 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) |
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| February 23, 2024 |
#ᴅʟᴘMICRODOT [{'title': 'Data Security Classification', 'text': 'Confidential'}]END Exhibit 10. |
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| February 23, 2024 |
Amended and Restated 2004 Stock Incentive Plan on February 4, 2021 #ᴅʟᴘMICRODOT [{'title': 'Data Security Classification', 'text': 'Confidential'}]END Exhibit 10. |
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| February 23, 2024 |
Capital One Financial Corporation Compensation Recoupment Policy Exhibit 97 CAPITAL ONE FINANCIAL CORPORATION COMPENSATION RECOUPMENT POLICY This Capital One Financial Corporation Compensation Recoupment Policy (the “Policy”) has been adopted by the Board of Directors (the “Board”) of Capital One Financial Corporation (“Capital One” or the “Company”) on November 2, 2023. |
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| February 23, 2024 |
#ᴅʟᴘMICRODOT [{'title': 'Data Security Classification', 'text': 'Internal'}]END Exhibit 10. |
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| February 23, 2024 |
#ᴅʟᴘMICRODOT [{'title': 'Data Security Classification', 'text': 'Confidential'}]END Exhibit 10. |
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| February 23, 2024 |
#ᴅʟᴘMICRODOT [{'title': 'Data Security Classification', 'text': 'Confidential'}]END Exhibit 10. |
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| February 23, 2024 |
Amended and Restated 2004 Stock Incentive Plan on January 26, 2023. #ᴅʟᴘMICRODOT [{'title': 'Data Security Classification', 'text': 'Confidential'}]END Exhibit 10. |
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| February 23, 2024 |
#ᴅʟᴘMICRODOT [{'title': 'Data Security Classification', 'text': 'Confidential'}]END Exhibit 10. |
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| February 23, 2024 |
#ᴅʟᴘMICRODOT [{'title': 'Data Security Classification', 'text': 'Confidential'}]END Exhibit 10. |
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| February 23, 2024 |
Amended and Restated 2004 Stock Incentive Plan on February 3, 2022 #ᴅʟᴘMICRODOT [{'title': 'Data Security Classification', 'text': 'Internal'}]END Exhibit 10. |
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| February 23, 2024 |
Amended and Restated 2004 Stock Incentive Plan on January 26, 2023 #ᴅʟᴘMICRODOT [{'title': 'Data Security Classification', 'text': 'Confidential'}]END Exhibit 10. |
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| February 23, 2024 |
Exhibit 10.5 CAPITAL ONE FINANCIAL CORPORATION NON-EMPLOYEE DIRECTORS DEFERRED COMPENSATION PLAN AMENDED AND RESTATED EFFECTIVE NOVEMBER 2, 2023 SECTION 1 PURPOSE The 1994 Deferred Compensation Plan was originally adopted by the Board of Directors of Capital One Financial Corporation (together with the Compensation Committee of the Board of Directors to the extent it has been delegated authority w |
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| February 23, 2024 |
#ᴅʟᴘMICRODOT [{'title': 'Data Security Classification', 'text': 'Confidential'}]END Exhibit 10. |
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| February 23, 2024 |
#ᴅʟᴘMICRODOT [{'title': 'Data Security Classification', 'text': 'Confidential'}]END Exhibit 10. |
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| February 23, 2024 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2023, Capital One Financial Corporation (“Capital One,” the “Company,” “we,” “us,” and “our”) had eight classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our common stock; our Depo |
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| February 23, 2024 |
Exhibit 21 SUBSIDIARIES AS OF DECEMBER 31, 2023 Subsidiaries* Jurisdiction of Incorporation or Organization Parent Company Capital One, National Association (“CONA”) United States Capital One Financial Corporation * Direct subsidiaries of Capital One Financial Corporation other than CONA are not listed above because, in the aggregate, they would not constitute a significant subsidiary. |
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| February 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-13300 CAPITAL ONE FINANCIAL CORPORA |
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| February 23, 2024 |
Amended and Restated 2004 Stock Incentive Plan on February 3, 2022 #ᴅʟᴘMICRODOT [{'title': 'Data Security Classification', 'text': 'Confidential'}]END Exhibit 10. |
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| February 23, 2024 |
Amended and Restated 2004 Stock Incentive Plan on #ᴅʟᴘMICRODOT [{'title': 'Data Security Classification', 'text': 'Confidential'}]END Exhibit 10. |
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| February 22, 2024 |
Entry into a Material Definitive Agreement 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 February 22, 2024 (February 19, 2024) 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 jurisdictio |
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| February 22, 2024 |
425 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 February 22, 2024 (February 19, 2024) 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 jurisdi |
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| February 22, 2024 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among DISCOVER FINANCIAL SERVICES, CAPITAL ONE FINANCIAL CORPORATION AND VEGA MERGER SUB, INC. Dated as of February 19, 2024 TABLE OF CONTENTS ARTICLE I THE MERGER 1.1 The Merger 1 1.2 Closing 2 1.3 Effective Time 2 1.4 Effects of the Merger 2 1.5 Conversion of Discover Common Stock 2 1.6 Capital One Stock 3 1.7 Merger Sub Common Stock 3 1.8 Discover |
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| February 20, 2024 |
Exhibit 99.1 Media Release Investor Relations Danielle Dietz Jeff Norris [email protected] [email protected] Eric Wasserstrom [email protected] Media Relations Sie Soheili Carlisle Campbell [email protected] [email protected] Matthew Towson [email protected] Capital One to Acquire Discover Under the terms of the agreement, Discover s |
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| February 20, 2024 |
425 Filed by Capital One Financial Corporation (Commission File No.: 001-13300) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended Subject Company: Discover Financial Services (Commission File No.: 001-33378) The following is a transcript of the conference call held by Capital One Financi |
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| February 20, 2024 |
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 February 20, 2024 (February 19, 2024) 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 jurisdictio |
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| February 20, 2024 |
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 February 20, 2024 (February 19, 2024) 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 jurisdictio |
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| February 20, 2024 |
#ᴅʟᴘMICRODOT [{'title': 'Data Security Classification', 'text': 'Internal'}]END Exhibit 99. |
