Current Report Filing (8-k)
March 12 2021 - 12:22PM
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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 12, 2021
Date of Report (Date of earliest event
reported)
CAPITAL ONE FINANCIAL CORPORATION
(Exact name of registrant as specified
in its charter)
Delaware
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001-13300
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54-1719854
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1680 Capital One Drive,
McLean, Virginia
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22102
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (703) 720-1000
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(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):
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☐
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock (par value $.01 per share)
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COF
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New York Stock Exchange
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Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series G
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COF PRG
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New York Stock Exchange
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Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series H
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COF PRH
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New York Stock Exchange
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Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series I
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COF PRI
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New York Stock Exchange
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Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series J
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COF PRJ
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New York Stock Exchange
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Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series K
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COF PRK
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New York Stock Exchange
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0.800% Senior Notes Due 2024
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COF24
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New York Stock Exchange
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1.650% Senior Notes Due 2029
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COF29
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New York Stock Exchange
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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 March 12, 2021, 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. 333-254191 (the “Registration Statement”), which was effective upon filing. On March 12, 2021, 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
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.
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CAPITAL ONE FINANCIAL CORPORATION
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Date: March 12, 2021
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By:
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/s/ Matthew W. Cooper
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Name:
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Matthew W. Cooper
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Title:
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General Counsel
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