8-K

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 22, 2020

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)	(Commission File Number)	(IRS Employer Identification No.)
1680 Capital One Drive, McLean, Virginia		22102
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (703) 720-1000

(Not applicable)

(Former name or former address, if changed since last report)

____________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock (par value $.01 per share)	COF	New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series F	COF PRF	New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series G	COF PRG	New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series H	COF PRH	New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series I	COF PRI	New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series J	COF PRJ	New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series K	COF PRK	New York Stock Exchange
0.800% Senior Notes Due 2024	COF24	New York Stock Exchange
1.650% Senior Notes Due 2029	COF29	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On October 22, 2020, Capital One Financial Corporation (the “Company”) issued a press release announcing that it will redeem all outstanding shares of its Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series F, $0.01 par value per share (“Series F Preferred Stock”) and the corresponding depositary shares representing fractional interests in the Series F Preferred Stock (“Series F Depositary Shares”).

The Series F Depositary Shares (NYSE: COF PRF, CUSIP: 14040H881), each representing a 1/40th interest in a share of Series F Preferred Stock, will be redeemed simultaneously with the redemption of the Series F Preferred Stock at a redemption price of $25 per depositary share (equivalent to $1,000 per share of preferred stock). All 20,000,000 outstanding Series F Depositary Shares will be redeemed on the dividend payment date of December 1, 2020.

Regular dividends on the outstanding shares of the Series F Preferred Stock will be paid separately on December 1, 2020 to holders of record as of the close of business on November 16, 2020, in the customary manner. On and after the redemption date, all dividends on the shares of Series F Preferred Stock will cease to accrue.

A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated October 22, 2020
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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: October 22, 2020	By:	/s/ Matthew W. Cooper
	Name:	Matthew W. Cooper
	Title:	General Counsel

EX-99.1

Exhibit 99.1

Media Release

	Contacts:
	Investor Relations		Media Relations
For Immediate Release: October 22, 2020	Jeff Norris	Danielle Dietz	Sie Soheili	Tatiana Stead
	703.720.2455	703.720.2455	703.720.3929	703.720.2352

Capital One Announces Full Redemption of Depositary Shares Representing Interests in Its Series F Preferred Stock

Full Redemption of Depositary Shares Representing Interests in its Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series F

MCLEAN, Va., Oct. 22, 2020 -- Capital One Financial Corporation (NYSE: COF) today announced that it will redeem all outstanding shares of its Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series F, $0.01 par value per share ("Series F Preferred Stock"), and the corresponding depositary shares representing fractional interests in the Series F Preferred Stock ("Series F Depositary Shares").

The Series F Depositary Shares (NYSE: COF PRF, CUSIP: 14040H881), each representing a 1/40th interest in a share of Series F Preferred Stock, will be redeemed simultaneously with the redemption of the Series F Preferred Stock at a redemption price of $25 per depositary share (equivalent to $1,000 per share of preferred stock). All 20 million outstanding Series F Depositary Shares will be redeemed on the dividend payment date of December 1, 2020.

Regular dividends on the outstanding shares of the Series F Preferred Stock of $15.50 per share (equivalent to $0.3875 per Series F Depositary Share) will be paid separately on December 1, 2020 to holders of record as of the close of business on November 16, 2020, in the customary manner. Accordingly, the redemption price for the Series F Preferred Stock will not include any accrued and unpaid dividends. On and after the redemption date, all dividends on the shares of Series F Preferred Stock will cease to accrue.

The Series F Depositary Shares are held through The Depository Trust Company ("DTC") and will be redeemed in accordance with the procedures of DTC. Payment to DTC for the Series F Depositary Shares will be made by Computershare Trust Company, N.A., as redemption agent, in accordance with the Deposit Agreement that governs the Series F Depositary Shares. The address for the redemption agent is as follows:

Computershare Trust Company, N.A.
Attn: Corporate Actions
150 Royall St.
Canton, MA 02021

Forward-Looking Statements

Certain statements in this release may constitute forward-looking statements, which involve a number of risks and uncertainties. Capital One cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information due to a number of factors, including those listed from time to time in reports that Capital One files with the Securities and Exchange Commission, including, but not limited to, the Annual Report on Form 10-K for the year ended December 31, 2019 and the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020.

About Capital One

Capital One Financial Corporation (www.capitalone.com) is a financial holding company whose subsidiaries, which include Capital One, N.A., and Capital One Bank (USA), N.A., had $305.7 billion in deposits and $421.9 billion in total assets as of September 30, 2020. Headquartered in McLean, Virginia, Capital One offers a broad spectrum of financial products and services to consumers, small businesses and commercial clients through a variety of channels. Capital One, N.A. has branches located primarily in New York, Louisiana, Texas, Maryland, Virginia, New Jersey and the District of Columbia. A Fortune 500 company, Capital One trades on the New York Stock Exchange under the symbol "COF" and is included in the S&P 100 index.

Visit the Capital One newsroom for more Capital One news.

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XML

Cover	Oct. 22, 2020
Schedule of Capitalization, Equity [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 22, 2020
Entity File Number	001-13300
Entity Registrant Name	CAPITAL ONE FINANCIAL CORPORATION
Entity Central Index Key	0000927628
Entity Tax Identification Number	54-1719854
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1680 Capital One Drive
Entity Address, City or Town	McLean
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22102
City Area Code	703
Local Phone Number	720-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Schedule of Capitalization, Equity [Line Items]
Title of 12(b) Security	Common Stock (par value $.01 per share)
Trading Symbol	COF
Security Exchange Name	NYSE
Series F Preferred Stock [Member]
Schedule of Capitalization, Equity [Line Items]
Title of 12(b) Security	Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series F
Trading Symbol	COF PRF
Security Exchange Name	NYSE
Series G Preferred Stock [Member]
Schedule of Capitalization, Equity [Line Items]
Title of 12(b) Security	Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series G
Trading Symbol	COF PRG
Security Exchange Name	NYSE
Series H Preferred Stock [Member]
Schedule of Capitalization, Equity [Line Items]
Title of 12(b) Security	Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series H
Trading Symbol	COF PRH
Security Exchange Name	NYSE
Series I Preferred Stock [Member]
Schedule of Capitalization, Equity [Line Items]
Title of 12(b) Security	Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series I
Trading Symbol	COF PRI
Security Exchange Name	NYSE
Series J Preferred Stock [Member]
Schedule of Capitalization, Equity [Line Items]
Title of 12(b) Security	Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series J
Trading Symbol	COF PRJ
Security Exchange Name	NYSE
Series K Preferred Stock [Member]
Schedule of Capitalization, Equity [Line Items]
Title of 12(b) Security	Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series K
Trading Symbol	COF PRK
Security Exchange Name	NYSE
Sec 0. 800 Percent Senior Notes Due 2024 [Member]
Schedule of Capitalization, Equity [Line Items]
Title of 12(b) Security	0.800% Senior Notes Due 2024
Trading Symbol	COF24
Security Exchange Name	NYSE
Sec 1. 650 Percent Senior Notes Due 2029 [Member]
Schedule of Capitalization, Equity [Line Items]
Title of 12(b) Security	1.650% Senior Notes Due 2029
Trading Symbol	COF29
Security Exchange Name	NYSE