false000092762800009276282023-05-042023-05-040000927628us-gaap:CommonStockMember2023-05-042023-05-040000927628cof:SeriesIPreferredStockMember2023-05-042023-05-040000927628cof:SeriesJPreferredStockMember2023-05-042023-05-040000927628cof:SeriesKPreferredStockMember2023-05-042023-05-040000927628cof:SeriesLPreferredStockMember2023-05-042023-05-040000927628cof:SeriesNPreferredStockMember2023-05-042023-05-040000927628cof:SeniorNotesDue2024Member2023-05-042023-05-040000927628cof:SeniorNotesDue2029Member2023-05-042023-05-04





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 4, 2023
Date of Report (Date of earliest event reported)
____________________________________
CAPITAL ONE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
____________________________________
Delaware001-1330054-1719854
(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 ICOF 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 JCOF 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 KCOF PRK
New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series LCOF PRL
New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series NCOF PRN
New York Stock Exchange
0.800% Senior Notes Due 2024COF24
New York Stock Exchange
1.650% Senior Notes Due 2029COF29
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 May 4, 2023, the Board of Directors of Capital One Financial Corporation (the “Company”) declared a quarterly common stock dividend of $0.60 per share. The dividend is payable on May 26, 2023 to stockholders of record at the close of business on May 15, 2023. Based on this declaration, the Company will pay approximately $233 million in common stock cash dividends during the second quarter of 2023. The total amount to be paid is dependent on the number of shares outstanding as of May 15, 2023.
The Board of Directors also declared quarterly dividends on the Company’s 5.00% fixed rate non-cumulative perpetual preferred stock, Series I, the Company’s 4.80% fixed rate non-cumulative perpetual preferred stock, Series J, the Company’s 4.625% fixed rate non-cumulative perpetual preferred stock, Series K, the Company’s 4.375% fixed rate non-cumulative perpetual preferred stock, Series L, and the Company’s 4.25% fixed rate non-cumulative perpetual preferred stock, Series N, as well as quarterly dividends on the Company’s fixed rate reset non-cumulative perpetual preferred stock, Series M. These dividends are payable on June 1, 2023 to stockholders of record at the close of business on May 17, 2023.
Based on these declarations, the Company will pay approximately $57 million in total preferred stock cash dividends in the second quarter of 2023. Under the terms of the Company’s outstanding preferred stock, the Company’s ability to pay dividends on, make distributions with respect to, or to repurchase, redeem or acquire its common stock or any preferred stock ranking on parity with or junior to the preferred stock, is subject to restrictions in the event that the Company does not declare and either pay or set aside a sum sufficient for payment of dividends on the preferred stock for the immediately preceding dividend period.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
Exhibit No.Description
104The 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: May 9, 2023By:/s/ TIMOTHY P. GOLDEN
Timothy P. Golden
Controller and Principal Accounting Officer

2