UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 30, 2025, Capital One Financial Corporation (the “Company”) filed a Certificate of Elimination to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware eliminating from the Restated Certificate of Incorporation all matters set forth in the Certificate of Designations (the “Certificate of Designations”) with respect to its 6.125% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series P (the “Series P Preferred Stock”).
All outstanding shares of the Series P Preferred Stock were redeemed on June 30, 2025, in accordance with the terms of the Certificate of Designations, resuming their status as authorized but undesignated shares of preferred stock of the Company. A copy of the Certificate of Elimination relating to the Series P Preferred Stock is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Elimination relating to the Series P Preferred Stock, dated June 30, 2025 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| CAPITAL ONE FINANCIAL CORPORATION | ||||||
| Date: June 30, 2025 | By: | /s/ Matthew W. Cooper | ||||
| Matthew W. Cooper | ||||||
| General Counsel and Corporate Secretary | ||||||
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