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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/11/24 Capital One Financial Corp. 8-K:8,9 3/11/24 12:231K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 39K 2: EX-5.1 Opinion of Counsel re: Legality HTML 9K 7: R1 Document and Entity Information HTML 66K 9: XML IDEA XML File -- Filing Summary XML 12K 12: XML XBRL Instance -- d777449d8k_htm XML 36K 8: EXCEL IDEA Workbook of Financial Report Info XLSX 9K 4: EX-101.DEF XBRL Definitions -- cof-20240311_def XML 46K 5: EX-101.LAB XBRL Labels -- cof-20240311_lab XML 78K 6: EX-101.PRE XBRL Presentations -- cof-20240311_pre XML 49K 3: EX-101.SCH XBRL Schema -- cof-20240311 XSD 19K 10: JSON XBRL Instance as JSON Data -- MetaLinks 16± 24K 11: ZIP XBRL Zipped Folder -- 0001193125-24-064949-xbrl Zip 19K
| 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 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)
CAPITAL ONE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| i Delaware | i 001-13300 | i 54-1719854 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| i 1680 Capital One Drive i McLean, i Virginia |
i 22102 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: i (703) i 720-1000
(Not applicable)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered | ||
| i Common Stock (par value $.01 per share) | i COF | i New York Stock Exchange | ||
| i Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series I | i COF PRI | i New York Stock Exchange | ||
| i Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series J | i COF PRJ | i New York Stock Exchange | ||
| i Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series K | i COF PRK | i New York Stock Exchange | ||
| i Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series L | i COF PRL | i New York Stock Exchange | ||
| i Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series N | i COF PRN | i New York Stock Exchange | ||
| i 0.800% Senior Notes Due 2024 | i COF24 | i New York Stock Exchange | ||
| i 1.650% Senior Notes Due 2029 | i COF29 | i New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
On March 11, 2024, Capital One Financial Corporation (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) an automatic shelf registration statement on Form S-3, No. 333-277813 (the “Registration Statement”), which was effective upon filing. On March 11, 2024, the Company filed with the SEC a supplement to the prospectus included in the Registration Statement, relating to the Company’s Dividend Reinvestment and Stock Purchase Plan.
The opinion filed as Exhibit 5.1 to this Current Report on Form 8-K is incorporated by reference into the Registration Statement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 5.1 | Opinion of Davis Polk & Wardwell LLP | |
| 23.1 | Consent of Davis Polk & Wardwell (included in Exhibit 5.1) | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| CAPITAL ONE FINANCIAL CORPORATION | ||||||
| Date: March 11, 2024 | By: | |||||
| Name: | Matthew W. Cooper | |||||
| Title: | General Counsel and Corporate Secretary | |||||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 3/11/24 | 424B5, 425, 8-K, S-3ASR | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/08/24 Capital One Financial Corp. S-8 5/08/24 4:113K 4/19/24 Capital One Financial Corp. S-4 10:3.9M Donnelley … Solutions/FA |