Capital One Financial (COF) 10-K risk factor changes: FY2025 vs FY2024

The events and consequences discussed in these risk factors could, in circumstances we may not be able to accurately predict, [removed: recognize,] [added: recognize] or control, have a material adverse effect on our business, growth, reputation, prospects, financial condition, operating results, cash flows, [removed: liquidity,] [added: liquidity] and stock price.

These risk factors do not identify all risks that we face; our operations could also be affected by factors, [removed: events,] [added: events] or uncertainties that are not presently known to us or that we currently do not consider to present significant risks to our operations.

- We [removed: expect] [added: will continue] to incur substantial expenses related to the [removed: Transaction and to the] integration of Discover, and the expenses may be greater than anticipated due to [removed: unexpected events.][added: factors, some or all of which may be outside our control.]

- We may fail to realize all of the anticipated benefits of the Transaction, or those benefits may take longer to realize than expected due to factors that may be outside our [removed: control or Discover’s] control.

- Changes and instability in the macroeconomic environment could disrupt capital markets, reduce consumer and business [removed: activity,] [added: activity] and weaken the labor market, all of which could impact borrowers’ ability to service their debt obligations and adversely impact our financial results.

- We face risks related to our operational, technological and organizational [removed: infrastructure.][added: infrastructure.]

- A cyber-attack or other security incident on us or third parties (including their supply chains) with which we conduct business, including an incident that results in the theft, loss, manipulation or misuse of information (including personal information), or the disabling of systems and access to information critical to business operations, may result in increased costs, reductions in revenue, reputational damage, legal exposure and business [removed: disruptions.][added: disruptions.]

- We face risks resulting from the extensive use of models and data, as well as from our evolving use of [removed: AI.][added: AI.]

- Our business, financial condition and results of operations may be adversely affected by legislation, regulation and merchants’ efforts to reduce the [removed: interchange] fees [added: (including the interchange component)] charged by credit and debit card networks [added: and acquirers] to facilitate card transactions.

Risks Relating to the [removed: Acquisition] [added: Transaction and Integration] of Discover

We [removed: expect] [added: will continue] to incur substantial expenses related to the [removed: Transaction and to the] integration of Discover, and the expenses may be greater than anticipated due to [removed: unexpected events.][added: factors, some or all of which may be outside our control.]

We have incurred and expect to incur a number of significant non-recurring costs associated with the [removed: Transaction and the] integration of Discover.

There are a large number of processes, policies, procedures, operations, technologies and systems that [removed: may need] [added: have been and will continue] to be integrated, including purchasing, accounting and finance, payroll, [added: cybersecurity,] compliance, treasury management, [removed: branch] [added: customer management] operations, vendor management, risk management, lines of business, pricing and benefits.

[removed: While we have assumed that a certain level of costs will be incurred,] [added: Moreover,] there are many factors beyond our control that could affect the total amount or the timing of [removed: these] [added: integration] expenses.

[removed: Moreover,] [added: While we have assumed that a certain level of costs will be incurred,] many of the expenses that we will incur are, by their nature, difficult to estimate accurately.

These expenses could, particularly in the near term, exceed the savings that we expect to [added: achieve from the elimination of duplicative expenses and the realization of economies of scale.]

These expenses may result in us recording increased expenses as a result of the [removed: Transaction or the] integration of Discover, and the amount and timing of such charges are uncertain at the present and could exceed initial estimates.

We may fail to realize all of the anticipated benefits of the Transaction, or those benefits may take longer to realize than expected due to factors that may be outside our [removed: control or Discover’s control.][added: control.]

We may fail to realize the anticipated benefits of the [removed: proposed] Transaction, including, among other things, anticipated revenue and cost synergies, due to factors that may be outside [removed: either party’s] [added: our] control.

[removed: These] [added: Other] factors include, but are not limited to, changes in laws or regulations or the implementation or interpretation of laws or [removed: regulation] [added: regulations] due [removed: to] [added: to, among other things,] changes in government or general economic, [added: marketplace, technological,] political, legislative or regulatory conditions.

For example, debit card transactions on three-party [removed: networks—comprising the cardholder, merchant and network provider—could] [added: networks could] become subject to the Federal Reserve’s Regulation II [removed: limitation on interchange fees or its prohibition on network exclusivity,] [added: (Debit Card Interchange Fees] and [added: Routing) requirements, and] other changes in laws or [removed: regulation] [added: regulations or in the interpretation of existing laws or regulations] could impose additional limitations on the fees issuers or networks can charge on debit or credit card transactions or require merchants to be provided an alternative network for transaction routing, any of which may have an adverse effect on our business.

Other factors that [added: also] may impact our ability to achieve the anticipated benefits of the [removed: proposed] Transaction include the outcome of any legal or regulatory proceedings that may be currently pending or later instituted against [removed: us (before or after completion of the Transaction) or against Discover,] [added: us,] including those related to [removed: Discover’s card product misclassification issue.][added: the Card Product Misclassification.]

As a result of the Transaction, we [removed: will be] [added: have become] the legal successor to Discover [removed: and] [added: and,] as a [removed: result we will assume] [added: result, have assumed] the risks relating to actions that [added: were or] may be [removed: currently pending or] later instituted against [removed: Discover,] [added: Discover or us relating to Discover’s previous actions,] as well as [removed: any] ongoing [removed: expense] [added: expenses] in defending and resolving these actions, and [removed: may be] [added: are] subject to reputational and other risks associated with Discover’s [added: previous] actions.

[removed: The] [added: Additionally, the] success of the [removed: Transaction, including anticipated benefits and cost savings, will depend, in part,] [added: Transaction depends] on our ability to successfully integrate [removed: Discover’s operations in a manner that results in various benefits and that does not materially disrupt existing customer relationships or materially decrease revenues due to loss of customers, as well as our ability to successfully integrate] Discover into our [removed: Framework,] [added: Risk Management Framework (the “Framework”),] compliance systems and corporate culture, which we believe [removed: will require] [added: requires] extensive investment, including to enhance the risk management function at Discover consistent with our risk management standards and those of regulators, as well as to address remediation obligations under existing and possible future regulatory orders.

[removed: The] [added: This] diversion of [removed: management’s] attention [removed: and any delays or difficulties encountered in connection with the Transaction and the integration of Discover’s operations could] [added: may] have an adverse effect on [added: the conduct of] our business, [added: and, as a result, on our] financial [removed: condition, operating results] [added: condition] and [removed: prospects.][added: results of operations, particularly if the time it takes to complete the integration is protracted.]

[removed: Our future success depends, in part, upon the ability to manage] [added: - difficulties managing] our expanded [removed: businesses, which will pose substantial challenges for management,] [added: operations,] including challenges related to [removed: the] management and monitoring of new operations and associated increased costs and [removed: complexity.][added: complexity;]

[removed: In addition, following] [added: The Company, including Discover’s business acquired in] the Transaction, [removed: we] may be subject to increased scrutiny by, and/or [added: may require] additional regulatory [removed: requirements of,] [added: compliance with,] governmental authorities [added: in connection with the Transaction] as a result of [removed: the Transaction or] [added: an increase in] the size, scope and complexity of [removed: our] [added: the combined company’s] business operations, which may have an adverse effect on our business, [removed: operations or stock price.][added: financial condition and results of operations.]

Changes and instability in the macroeconomic environment could disrupt capital markets, reduce consumer and business [removed: activity,] [added: activity] and weaken the labor market, all of which could impact borrowers’ ability to service their debt obligations and adversely impact our financial results.

Changes or instability in the macroeconomic environment may impact payment patterns, consumer [removed: spending,] [added: spending] and credit losses.

A prolonged period of economic weakness, volatility, slow [removed: growth,] [added: growth] or a significant deterioration in economic conditions, in the countries in which we operate, could have a material adverse effect on our financial condition and results of operations as customers or commercial clients default on their loans, maintain lower deposit levels or, in the case of credit card accounts, carry lower balances and reduce credit card purchase activity.

Some of the factors that could disrupt capital markets, reduce consumer and business [removed: activity,] [added: activity] and weaken the labor market include the following:

- Monetary policy actions, such as changes to interest rates, taken by the Federal Reserve and other central banks, such as the central banks in the [removed: United Kingdom] [added: U.K.] and Canada, and a growing fiscal deficit and increase in the U.S. [removed: debt to gross] [added: debt-to-gross] domestic product [removed: ratio;][added: ratio;]

- Fiscal policy actions, such as changes to applicable tax [removed: codes;][added: codes and programs supported by government funding (e.g., Medicaid, Medicare, Social Security);]

- Geopolitical conflicts or instabilities, such as the war [removed: between Ukraine and Russia and] [added: in Ukraine,] the [added: ongoing] conflict in the Middle [removed: East,] [added: East] and [added: the political instability in Venezuela and] increased geopolitical tensions between the U.S. and [removed: China;][added: China;]

- Trade wars, [added: trade barriers,] tariffs, [added: economic sanctions,] labor shortages and disruptions of global supply [removed: chains;][added: chains, including their impacts on the auto industry;]

- The effects of stalemates in the U.S. government, including government shutdowns whether recurring, prolonged or otherwise, developments related to the U.S. federal debt ceiling, default by the U.S. government on its debt obligations, or related credit-rating [removed: downgrades;][added: downgrades;]

- Inflation and deflation, including the effects of related governmental [removed: responses;][added: responses;]

- Concerns over a potential recession, which may lead to adjustments in spending [removed: patterns;][added: patterns;]

- Technology-driven disruption of certain industries, such as those due to advances in AI, robotics and [removed: cryptocurrency;][added: cryptocurrency;]

- Lower demand for credit [added: such as loans] and shifts in consumer behavior, including shifts away from using credit [removed: cards,] [added: cards or deposits, other] changes in deposit [removed: practices,] [added: practices] and changes in payment [removed: patterns;] [added: patterns;] and

- We may not be able to successfully integrate our businesses associated with the Transaction, or such integration may be more difficult, time-consuming or costly than expected.

- The integration of Discover may have an adverse effect on our business and results of operations due to the diversion of a substantial portion of the time and attention of our management team as well as potential employee attrition.

- Risks of external fraud exceeding our expectations due to larger, more sophisticated, or more frequent fraud attacks, failure to detect and respond to such attacks and/or the reduced capability to recover losses from those incidents.

This could result in increased fraud loss, operational cost, customer dissatisfaction, reputational damage and/or constrained revenue growth for us.

- A change in market preference towards other operators of payment networks and alternative payment providers could result in reduced transaction volume, limited merchant acceptance of our cards and limited issuance of cards on our networks by third parties, and in turn may impact our revenue margins.

- If we are unsuccessful in creating and maintaining a strong base of network licensees and achieving meaningful global card acceptance, we may be unable to achieve long-term success in our recently acquired international network business.

- A reduction in the number of large merchants that accept cards on our recently acquired Discover Network or PULSE Network or in the rates they pay could materially adversely affect our business, financial condition, results of operations and cash flows.

- Defaults or risks from bankruptcies, liquidations, restructurings, consolidations and outages by our network participants may adversely affect our business, financial condition, cash flows and results of operations.

We may not be able to successfully integrate our businesses associated with the Transaction, or such integration may be more difficult, time-consuming or costly than expected.

The successful integration of two independent businesses is complex, difficult, time-consuming and costly.

The success of the Transaction depends, in part, on our ability to successfully integrate Discover’s operations in a manner that results in various benefits and that does not materially disrupt existing customer relationships or materially decrease revenues due to loss of customers.

The difficulties of combining the operations of our businesses include, among others:

- difficulties integrating operations, systems and networks, including related technology, operations and compliance programs;

- difficulties managing our expanded international business footprint, including risks adapting to new markets, legal and regulatory regimes, languages, businesses and cultural practices;

- challenges in conforming standards, controls, procedures and accounting and other policies, such as the integration of Discover into our Framework and corporate culture;

- risks arising from increased scrutiny by, and/or additional regulatory requirements of, governmental authorities as a result of the Transaction, including those related to the integration process or the size, scope and complexity of our expanded business operations;

- difficulties in retaining existing personnel or hiring and integrating new personnel;

- difficulties retaining existing customers or maintaining existing customer relationships;

- diversion of management’s attention to integration matters;

- potential failures, outages, interruptions, compromises and other disruptions resulting from the integration of certain systems, networks and infrastructures, such as our third-party cloud infrastructure platforms or mainframes;

- changes in laws or regulations or in the interpretation of existing laws or regulations;

- risks arising from known or potential unknown contingencies and liabilities of Discover assumed in connection with the consummation of the Transaction; and

- risks related to the outcome of any legal, regulatory, political or community group proceedings or inquiries that may be currently pending or later instituted against us in connection with the Transaction.

The successful combination of our businesses depends on the result of the factors listed above and on the resolution of any potential unknown liabilities, adverse consequences and unforeseen events and increased expenses associated with the Transaction, some or all of which may be outside of our control.

If we are unable to successfully integrate our businesses or manage risks related to the above factors, the anticipated benefits of the Transaction may not be fully realized or at all, or may take longer to realize than expected, all of which may have an adverse effect on our business, financial condition and results of operations.

Our ability to continue to grow our business depends upon our ability to successfully hire, train, supervise, retain and manage new employees, obtain financing for our capital needs, expand our systems effectively, control increasing costs, allocate our human resources optimally, maintain clear lines of communication between our operational functions and our finance and accounting functions and manage the pressures on our management and administrative, operational and financial infrastructure.

There can be no assurance that we will be able to accurately anticipate and respond to the changing demands we will face as we continue to expand our operations or that we will be able to achieve

further growth at all.

Additionally, we face risks that any business, technology, service or product we integrate from Discover may significantly under-perform relative to our expectations, and that we may not achieve the benefits we expect, which could, among other things, result in a write-down of goodwill and other intangible assets associated with the Transaction.

If we fail to realize the anticipated benefits of the Transaction, or if those benefits take longer to realize than expected, it could have an adverse effect on our business, financial condition and results of operations.

The integration of Discover may have an adverse effect on our business and results of operations due to the diversion of a substantial portion of the time and attention of our management team as well as potential employee attrition.

Our management team has spent, and continues to spend, a significant amount of time and effort focusing on the integration of Discover.

During this period of integration, our employees may face distraction and uncertainty, and we may experience increased levels of employee attrition.

A loss of key personnel or material erosion of employee morale could have a materially adverse effect on our ability to meet customer expectations, thereby adversely affecting our business and results of operations.

The failure to retain members of our management team and other key personnel could also impair our ability to execute our strategy and implement operational initiatives, thereby having a material adverse effect on our financial condition and results of operations.

- Adverse developments impacting the U.S. or global banking industry, including bank failures, the failure of non-bank financial institutions and liquidity concerns and fluctuations or other significant changes in both debt and equity capital markets and currencies;

- Changes in immigration policies and their impact to the labor market;

Additionally, we have and may in the future implement measures to tighten credit access in response to certain consumer and economic indicators that have or may in the future impact our financial performance, such as purchase volume and new accounts.

The timing, pace and direction of additional interest rate changes remains uncertain, and will largely depend on trends in inflation, employment and other macroeconomic factors that are outside of our control.

For example, rapid changes in interest rates make it difficult for us to balance our loan and deposit portfolios, which may adversely affect our results of operations by, for example, reducing asset yields or spreads, or having other adverse impacts on our business.

- The consummation of the Transaction is contingent upon the satisfaction of a number of conditions, including regulatory approvals, that may be outside either party’s control and that either party may be unable to satisfy or obtain or which may delay the consummation of the Transaction or result in the imposition of conditions that could reduce the anticipated benefits from the Transaction or cause the parties to abandon the Transaction.

We may also encounter significant difficulties in integrating Discover.

- Our future results may suffer if we do not effectively manage our expanded operations following the Transaction.

- While the Transaction is pending, we will be subject to business uncertainties and contractual restrictions that could adversely affect our business and operations.

- Fraudulent activity associated with our products could cause our fraud losses to increase, the use of our products to decrease and our brands to suffer reputational damage, all of which could have a material adverse effect on our business.

We have identified certain additional risk factors in connection with the Merger Agreement and the proposed Transaction.

For additional information concerning these risks, uncertainties and assumptions, please refer to the section entitled “Risk Factors” included in our joint proxy statement/prospectus included in the registration statement declared effective by the SEC on January 6, 2025.

The consummation of the Transaction is contingent upon the satisfaction of a number of conditions, including regulatory approvals, that may be outside either party’s control and that either party may be unable to satisfy or obtain or which may delay the consummation of the Transaction or result in the imposition of conditions that could reduce the anticipated benefits from the Transaction or cause the parties to abandon the Transaction.

Consummation of the Transaction is contingent upon the satisfaction of a number of conditions, some of which are beyond either party's control, including, the receipt of the requisite regulatory approvals and the absence of any order, injunction, decree or other legal restraint preventing the completion of the Transaction.

Each party’s obligation to complete the Transaction is also subject to certain additional customary conditions, including:

- subject to certain exceptions, the accuracy of the representations and warranties of the other party;

- performance in all material respects by the other party of its obligations under the Merger Agreement; and

- receipt by such party of an opinion from its counsel to the effect that the Merger and the Second Step Merger, taken together, will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

These conditions to the closing of the Transaction may not be fulfilled in a timely manner, or at all, and, accordingly, the Transaction may not be completed.

In addition, the parties can mutually decide to terminate the Merger Agreement at any time, or either party may elect to terminate the Merger Agreement in certain other circumstances.

As a condition to granting required regulatory approvals, governmental entities may impose conditions, limitations, obligations or costs or place restrictions on our conduct after the closing of the Transaction.

Such conditions or changes and the process of obtaining regulatory approvals could, among other things, have the effect of delaying completion of the Transaction or of imposing additional costs or limitations on us following the Transaction, any of which may have an adverse effect on us.

Either party may also be subject to lawsuits challenging the Transaction, and adverse rulings in these lawsuits may delay or prevent the Transaction from being completed or require either party to incur significant costs to defend or settle these lawsuits.

Any delay in completing the Transaction could cause us not to realize, or to be delayed in realizing, some or all of the benefits that we expect to achieve if the Transaction is successfully completed within its expected time frame.

These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit‐related costs, public company filing fees and other regulatory fees, financial printing and other printing costs and other related costs.

In addition, we will incur integration costs following the completion of the Transaction as we integrate Discover’s business with ours, including facilities and systems consolidation costs and employment-related costs.

achieve from the elimination of duplicative expenses and the realization of economies of scale.

We may also encounter significant difficulties in integrating Discover.

Both parties have operated and, until the completion of the Transaction, will continue to operate, independently.

The costs of these investments may be greater than anticipated and the benefits thereof may take longer than expected to realize.

The process of integrating operations could result in a loss of key personnel or cause an interruption of, or loss of momentum in, the activities of one or more of our businesses following the completion of the Transaction.

Inconsistencies in standards, controls, procedures and policies between us and Discover could adversely affect us following the completion of the Transaction.

An inability to realize the full extent of the anticipated benefits of Transaction, as well as any delays encountered in the integration process, could have an adverse effect on our revenues, levels of expenses and operating results following the completion of the Transaction.

Our future results may suffer if we do not effectively manage our expanded operations following the Transaction.

Following the Transaction, the size and scope of our business will increase significantly beyond our current size and scope.

There can be no assurances we will be successful or that we will realize the expected operating efficiencies, cost savings and other benefits currently anticipated from the Transaction.

While the Transaction is pending, we will be subject to business uncertainties and contractual restrictions that could adversely affect our business and operations.

Uncertainty about the effect of the Transaction on employees, customers, suppliers and other persons with whom we or Discover have a business relationship may have an adverse effect on our business, operations and stock price.

Existing customers, suppliers and other business partners of ours and of Discover could decide to no longer do business with us or with Discover before the completion of the Transaction or with us after the Transaction is completed, reducing its anticipated benefits.

Both parties are also subject to certain restrictions on the conduct of our respective businesses while the Transaction is pending.

As a result, certain projects may be delayed or abandoned and business decisions could be deferred.

Employee retention may be challenging for Discover before completion of the Transaction, as certain employees of Discover may experience uncertainty about their future roles with us following the Transaction, and these retention challenges will require us to incur additional expenses in order to retain key employees of Discover.

If key employees of Discover depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with Discover or with us following the Transaction, the benefits of the Transaction could be materially diminished.

particularly if unexpected variations in key inputs and assumptions cause actual losses to diverge from the projections of our models and our estimates become increasingly subject to management’s judgment.

On the other hand, lower interest rates could also adversely affect our business, results of operations and financial condition.

Unless otherwise specified, references to notes to our consolidated financial statements refer to the notes to our consolidated financial statements as of December 31, [removed: 2024] [added: 2025] included in this Report.*

MD&A is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements as of and for the year ended December 31, [removed: 2024] [added: 2025] and accompanying notes.

| | | | [removed: 52] [added: 129] | | | Capital One Financial Corporation (COF) | | |

The following table presents selected consolidated financial data and performance metrics for the three-year period ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]

These non-GAAP measures should not be viewed as a substitute for reported results determined in accordance with [removed: generally accepted accounting principles in the United States of America (“U.S. GAAP”),] [added: U.S. GAAP,] nor are they necessarily comparable to non-GAAP measures that may be presented by other companies.

| *(Dollars in millions, except per share data and as noted)* | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | [removed: 2024] [added: 2025] vs. [removed: 2023] [added: 2024] | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | |

| Interest income | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 46,034] [added: 58,696] | | | | | $ | [removed: 41,938] [added: 46,034] | | | | | $ | [removed: 31,237] [added: 41,938] | | | | | | | | | | | | | | | | | [removed: 10%] [added: 28%] | | | | | | [removed: 34%] [added: 10%] | | |

| Interest expense | | | | | | | | | | | | | | | | | | | | | | | | [removed: 14,826] [added: 15,818] | | | | | | [removed: 12,697] [added: 14,826] | | | | | | [removed: 4,123] [added: 12,697] | | | | | | | | | | | | | | | | | | [removed: 17] [added: 7] | | | | | | [added: 17] | | |

| Net interest income | | | | | | | | | | | | | | | | | | | | | | | | [removed: $] [added: 42,878] | [removed: 31,208] | | | | | [removed: $] [added: 31,208] | [removed: 29,241] | | | | | [removed: $] [added: 29,241] | [removed: 27,114] | | | | | | | | | | | | | | | | | [removed: 7] [added: 37] | | | | | | [removed: 8] [added: 7] | | |

| Non-interest income | | | | | | | | | | | | | | | | | | | | | | | | [removed: 7,904] [added: 10,556] | | | | | | [removed: 7,546] [added: 7,904] | | | | | | [removed: 7,136] [added: 7,546] | | | | | | | | | | | | | | | | | | [removed: 5] [added: 34] | | | | | | [removed: 6] [added: 5] | | |

| Total net revenue | | | | | | | | | | | | | | | | | | | | | | | | [removed: 39,112] [added: 53,434] | | | | | | [removed: 36,787] [added: 39,112] | | | | | | [removed: 34,250] [added: 36,787] | | | | | | | | | | | | | | | | | | [removed: 6] [added: 37] | | | | | | [removed: 7] [added: 6] | | |

| Provision for credit losses | | | | | | | | | | | | | | | | | | | | | | | | [removed: 11,716] [added: 20,655] | | | | | | [removed: 10,426] [added: 11,716] | | | | | | [removed: 5,847] [added: 10,426] | | | | | | | | | | | | | | | | | | [removed: 12] [added: 76] | | | | | | [removed: 78] [added: 12] | | |

| Marketing | | | | | | | | | | | | | | | | | | | | | | | | [removed: 4,562] [added: 5,884] | | | | | | [removed: 4,009] [added: 4,562] | | | | | | [removed: 4,017] [added: 4,009] | | | | | | | | | | | | | | | | | | [removed: 14] [added: 29] | | | | | | [removed: —] [added: 14] | | |

| Operating expense | | | | | | | | | | | | | | | | | | | | | | | | [removed: 16,924] [added: 24,614] | | | | | | [removed: 16,307] [added: 16,924] | | | | | | [removed: 15,146] [added: 16,307] | | | | | | | | | | | | | | | | | | [removed: 4] [added: 45] | | | | | | [removed: 8] [added: 4] | | |

| Total non-interest expense | | | | | | | | | | | | | | | | | | | | | | | | [removed: 21,486] [added: 30,498] | | | | | | [removed: 20,316] [added: 21,486] | | | | | | [removed: 19,163] [added: 20,316] | | | | | | | | | | | | | | | | | | [removed: 6] [added: 42] | | | | | | 6 | | |

| Income from continuing operations before income taxes | | | | | | | | | | | | | | | | | | | | | | | | [removed: 5,910] [added: 2,281] | | | | | | [removed: 6,045] [added: 5,910] | | | | | | [removed: 9,240] [added: 6,045] | | | | | | | | | | | | | | | | | | [removed: (2)] [added: (61)] | | | | | | [removed: (35)] [added: (2)] | | |

| Income tax provision | | | | | | | | | | | | | | | | | | | | | | | | [removed: 1,163] [added: 193] | | | | | | [removed: 1,158] [added: 1,163] | | | | | | [removed: 1,880] [added: 1,158] | | | | | | | | | | | | | | | | | | [removed: —] [added: (83)] | | | | | | [removed: (38)] [added: —] | | |

| Income from continuing operations, net of tax | | | | | | | | | | | | | | | | | | | | | | | | [removed: 4,747] [added: 2,088] | | | | | | [removed: 4,887] [added: 4,747] | | | | | | [removed: 7,360] [added: 4,887] | | | | | | | | | | | | | | | | | | [removed: (3)] [added: (56)] | | | | | | [removed: (34)] [added: (3)] | | |

[removed: | Income (loss) from discontinued operations, net] [added: Income from Discontinued Operations, Net] of [removed: tax | | | | | | | | | | | | | | | | | | | | | | | | 3 | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | — | | |][added: Tax]

| Net income | | | | | | | | | | | | | | | | | | | | | | | | [removed: 4,750] [added: 2,453] | | | | | | [removed: 4,887] [added: 4,750] | | | | | | [removed: 7,360] [added: 4,887] | | | | | | | | | | | | | | | | | | [removed: (3)] [added: (48)] | | | | | | [removed: (34)] [added: (3)] | | |

| Dividends and undistributed earnings allocated to participating securities | | | | | | | | | | | | | | | | | | | | | | | | [removed: (77)] [added: (26)] | | | | | | (77) | | | | | | [removed: (88)] [added: (77)] | | | | | | | | | | | | | | | | | | [removed: —] [added: (66)] | | | | | | [removed: (13)] [added: —] | | |

| Preferred stock dividends | | | | | | | | | | | | | | | | | | | | | | | | [removed: (228)] [added: (252)] | | | | | | (228) | | | | | | (228) | | | | | | | | | | | | | | | | | | [removed: —] [added: 11] | | | | | | — | | |

| Net income available to common stockholders | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 4,445] [added: 2,181] | | | | | $ | [removed: 4,582] [added: 4,445] | | | | | $ | [removed: 7,044] [added: 4,582] | | | | | | | | | | | | | | | | | [removed: (3)] [added: (51)] | | | | | | [removed: (35)] [added: (3)] | | |

| Net income from continuing operations | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 11.60] [added: 3.36] | | | | | $ | [removed: 11.98] [added: 11.60] | | | | | $ | [removed: 17.98] [added: 11.98] | | | | | | | | | | | | | | | | | [removed: (3)%] [added: (71)%] | | | | | | [removed: (33)%] [added: (3)%] | | |

| Income [removed: (loss)] from discontinued operations | | | | | | | | | | | | | | | | | | | | | | | | [removed: 0.01] [added: 0.67] | | | | | | [removed: —] [added: 0.01] | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | [removed: —] | | |

| Net income per basic common share | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 11.61] [added: 4.03] | | | | | $ | [removed: 11.98] [added: 11.61] | | | | | $ | [removed: 17.98] [added: 11.98] | | | | | | | | | | | | | | | | | [removed: (3)] [added: (65)] | | | | | | [removed: (33)] [added: (3)] | | |

| Net income from continuing operations | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 11.58] [added: 3.36] | | | | | $ | [removed: 11.95] [added: 11.58] | | | | | $ | [removed: 17.91] [added: 11.95] | | | | | | | | | | | | | | | | | [removed: (3)%] [added: (71)%] | | | | | | [removed: (33)%] [added: (3)%] | | |

| Net income per diluted common share | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 11.59] [added: 4.03] | | | | | $ | [removed: 11.95] [added: 11.59] | | | | | $ | [removed: 17.91] [added: 11.95] | | | | | | | | | | | | | | | | | [removed: (3)] [added: (65)] | | | | | | [removed: (33)] [added: (3)] | | |

| Common shares outstanding (period-end, in millions) | | | | | | | | | | | | | | | | | | | | | | | | [removed: 381.2] [added: 625.1] | | | | | | [removed: 380.4] [added: 381.2] | | | | | | [removed: 381.3] [added: 380.4] | | | | | | | | | | | | | | | | | | [removed: —] [added: 64] | | | | | | — | | |

| Dividends declared and paid per common share | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 2.40] [added: 2.60] | | | | | $ | 2.40 | | | | | $ | 2.40 | | | | | | | | | | | | | | | | | [removed: —] [added: 8] | | | | | | — | | |

| Book value per common share (period-end) | | | | | | | | | | | | | | | | | | | | | | | | [removed: 159.44] [added: 181.76] | | | | | | [removed: 152.71] [added: 159.44] | | | | | | [removed: 137.90] [added: 152.71] | | | | | | | | | | | | | | | | | | [removed: 4] [added: 14] | | | | | | [removed: 11] [added: 4] | | |

| Tangible book value per common share (period-end)(1) | | | | | | | | | | | | | | | | | | | | | | | | [removed: 106.97] [added: 107.72] | | | | | | [removed: 99.78] [added: 106.97] | | | | | | [removed: 86.11] [added: 99.78] | | | | | | | | | | | | | | | | | | [removed: 7] [added: 1] | | | | | | [removed: 16] [added: 7] | | |

| | | | [removed: 53] [added: 130] | | | Capital One Financial Corporation (COF) | | |

| Common dividend payout ratio(2) | | | | | | | | | | | | | | | | | | | | | | | | [removed: 20.67%] [added: 64.52%] | | | | | | [removed: 20.03%] [added: 20.67%] | | | | | | [removed: 13.35%] [added: 20.03%] | | | | | | | | | | | | | | | | | | [removed: 1] [added: 44] | | | | | | [removed: 7] [added: 1] | | |

| Stock price per common share (period-end) | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 178.32] [added: 242.36] | | | | | $ | [removed: 131.12] [added: 178.32] | | | | | $ | [removed: 92.96] [added: 131.12] | | | | | | | | | | | | | | | | | 36 | | | | | | [removed: 41] [added: 36] | | |

| Total market capitalization (period-end) | | | | | | | | | | | | | | | | | | | | | | | | [removed: 67,981] [added: 151,500] | | | | | | [removed: 49,877] [added: 67,981] | | | | | | [removed: 35,447] [added: 49,877] | | | | | | | | | | | | | | | | | | [removed: 36] [added: 123] | | | | | | [removed: 41] [added: 36] | | |

| Loans held for investment | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 317,421] [added: 396,725] | | | | | $ | [removed: 311,541] [added: 317,421] | | | | | $ | [removed: 292,238] [added: 311,541] | | | | | | | | | | | | | | | | | [removed: 2%] [added: 25%] | | | | | | [removed: 7%] [added: 2%] | | |

| Interest-earning assets | | | | | | | | | | | | | | | | | | | | | | | | [removed: 453,481] [added: 546,685] | | | | | | [removed: 441,238] [added: 453,481] | | | | | | [removed: 406,646] [added: 441,238] | | | | | | | | | | | | | | | | | | [removed: 3] [added: 21] | | | | | | [removed: 9] [added: 3] | | |

| Total assets | | | | | | | | | | | | | | | | | | | | | | | | [removed: 480,451] [added: 597,536] | | | | | | [removed: 467,807] [added: 480,451] | | | | | | [removed: 440,538] [added: 467,807] | | | | | | | | | | | | | | | | | | [removed: 3] [added: 24] | | | | | | [removed: 6] [added: 3] | | |

| Interest-bearing deposits | | | | | | | | | | | | | | | | | | | | | | | | [removed: 324,297] [added: 402,209] | | | | | | [removed: 313,737] [added: 324,297] | | | | | | [removed: 277,208] [added: 313,737] | | | | | | | | | | | | | | | | | | [removed: 3] [added: 24] | | | | | | [removed: 13] [added: 3] | | |

| Income from discontinued operations, net of tax | | | | | | | | | | | | | | | | | | | | | | | | 365 | | | | | | 3 | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Discount on redeemed preferred stock | | | | | | | | | | | | | | | | | | | | | | | | 6 | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | — | | |

| Income from discontinued operations | | | | | | | | | | | | | | | | | | | | | | | | 0.67 | | | | | | 0.01 | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | |

| *(Dollars in millions, except per share data and as noted)* | | | | | | | | | | | | | | | | | | | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | | | | | | | | | | | | | 2025 vs. 2024 | | | | | | 2024 vs. 2023 | | |

| Global Payment Network volume(3) | | | | | | | | | | | | | | | | | | | | | | | | 401,775 | | | | | | N/A | | | | | | N/A | | | | | | | | | | | | | | | | | | | | | | | | | | |

(3)Global Payment Network volume includes transactions processed on the Discover Network, PULSE Network, Diners Club and Network Partners.

On October 20, 2025, our Board of Directors authorized the repurchase of up to $16 billion of shares of the Company’s common stock, effective October 21, 2025.

This new authorization replaces the Company’s prior authorization to repurchase its common stock approved by our Board of Directors in April 2022.

◦Higher provision for credit losses primarily driven by the initial allowance for credit losses for non-purchased credit deteriorated (“non-PCD”) loans acquired in the Transaction.

◦Higher non-interest expense primarily driven by impacts from the Transaction, including integration expenses, as well as continued investments in technology and higher marketing spend.

◦Higher non-interest income primarily driven by growth in our credit card portfolio and the impacts of acquiring the Global Payment Network, both as a result of the Transaction.

The Transaction contributed $108.2 billion of loans held for investment as of the Closing Date.

◦Average loans held for investment increased by $79.3 billion to $396.7 billion in the year ended 2025 compared to 2024 primarily driven by growth in our credit card loan portfolio, including the impact of the Transaction, as well as growth in our auto loan portfolio.

*◦*Our 30+ day delinquency rate decreased by 39 bps to 3.59% as of December 31, 2025 from December 31, 2024.

*•Allowance for Credit Losses:* Our allowance for credit losses increased by $7.2 billion to $23.4 billion as of December 31, 2025 compared to December 31, 2024 primarily driven by the initial allowance for credit losses acquired in the Transaction.

Our allowance coverage ratio increased by 20 bps to 5.16% as of December 31, 2025 compared to December 31, 2024 primarily driven by a higher concentration of credit card loans, which carry comparatively higher coverage than our auto and commercial loan portfolios.

Loans, other assets and liabilities associated with discontinued operations, and their related income and expense, are excluded from the net interest margin calculation.

| Assets of discontinued operations | | | | | | 4,231 | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | |

| Liabilities of discontinued operations | | | | | | 18 | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | |

Accordingly, we present our Commercial Banking

Our total company cumulative interest-bearing deposit beta increased to 23% as of December 31, 2025, from 11% as of December 31, 2024.

We define cumulative deposit beta as the ratio of changes in the average rate paid on our average interest-bearing deposits to changes in the upper bound of the federal funds rate during the falling interest rate cycle.

| Other(3) | | | | | | 264 | | | | | | 162 | | | | | | 102 | | | | | | 16 | | | | | | — | | | | | | 16 | | |

| Securitized debt obligations | | | | | | (298) | | | | | | (181) | | | | | | (117) | | | | | | (1) | | | | | | (64) | | | | | | 63 | | |

The portion of interest income or interest expense attributable to both volume and rate is calculated using rounded dollars in millions for average balances and interest income/expense.

Non-interest income increased by $2.7 billion to $10.6 billion in 2025 compared to 2024 primarily due to growth in our credit card portfolio and the impacts of acquiring the Global Payment Network, both as a result of the Transaction.

Our provision for credit losses increased by $8.9 billion to $20.7 billion in 2025 as compared to 2024 primarily driven by the initial allowance for credit losses of $8.8 billion for non-PCD loans acquired in the Transaction.

The discrete tax benefit in 2025 was primarily due to a State of California law change that resulted in a $128 million benefit.

Income from discontinued operations consists of results from the discontinued Discover Home Loan business acquired as a part of the Transaction.

Income from discontinued operations, net of tax, was $365 million in 2025 primarily driven by a $483 million pre-tax gain on the sale of the Discover Home Loans Business in the fourth quarter of 2025.

Financial Statements and Supplementary Data—Note 2—Business Combinations and Discontinued Operations” for additional information.

Total assets increased by $178.9 billion to $669.0 billion as of December 31, 2025 from December 31, 2024 primarily driven by the Transaction and growth in our credit card and auto loan portfolios.

The Transaction contributed $168.6 billion in identifiable assets as of the Closing Date.

Total liabilities increased by $126 billion to $555.4 billion as of December 31, 2025 from December 31, 2024.

The Transaction contributed $130.2 billion in identifiable liabilities as of the Closing Date, partially offset by maturities and paydowns of securitized debt obligations and senior and subordinated notes.

Stockholders’ equity increased by $52.8 billion to $113.6 billion as of December 31, 2025 from December 31, 2024 primarily driven by reissuance of treasury stock of $50.6 billion related to the Transaction.

| Total | | | | | | $ | 453,622 | | | | | $ | (23,409) | | | | | $ | 430,213 | | | | | $ | 327,775 | | | | | $ | (16,258) | | | | | $ | 311,517 | |

The Transaction contributed $108.2 billion of loans held for investment as of the Closing Date.

Total deposits increased by $113.1 billion to $475.8 billion as of December 31, 2025 from December 31, 2024 primarily driven by the Transaction and continued growth from our national banking strategy.

The Transaction contributed $106.9 billion of deposits as of the Closing Date.

| Adjusted operating efficiency ratio(11) | | | | | | | | | | | | | | | | | | | | | | | | 42.35 | | | | | | 43.54 | | | | | | 44.53 | | | | | | | | | | | | | | | | | | (119) | | | | | | (99) | | |

(11)Adjusted operating efficiency ratio is a non-GAAP measure.

See “Supplemental Table—Table B—Reconciliation of Non-GAAP Measures” for a reconciliation of our adjusted operating efficiency ratio (non-GAAP) to our operating efficiency ratio (GAAP).

◦Higher provision for credit losses primarily driven by higher net charge-offs in our domestic credit card loan portfolio, including the impacts of the elimination of loss sharing provisions due to the Walmart Program Termination, partially offset by a lower allowance build.

*◦*Our 30+ day delinquency rate remained substantially flat at 3.98% as of December 31, 2024 compared to 3.99% as of December 31, 2023.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Interest income does not include any allocations, such as funds transfer pricing.

(6) The Walmart Program Termination increased net interest margin by 13 bps in 2024.

Our total company cumulative interest-bearing deposit beta for the rising rate cycle peaked at 62% in the second quarter of 2024 before the federal funds rate began to decrease.

As of December 31, 2024, our total company cumulative deposit beta for the falling rate cycle was 11% as our total company deposit rate decreased as the federal funds rate decreased.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

________

Our provision for credit losses increased by $1.3 billion to $11.7 billion in 2024 as compared to 2023 driven by higher net charge-offs in our domestic credit card loan portfolio, including the impacts of the elimination of loss sharing provisions due to the Walmart Program Termination, partially offset by a lower allowance build.

Our effective income tax rate in 2024 increased by 0.5% compared to 2023.

Total assets increased by $11.7 billion to $490.1 billion as of December 31, 2024 from December 31, 2023 primarily driven by higher loans held for investment and securities available for sale balances.

Total liabilities increased by $9.0 billion to $429.4 billion as of December 31, 2024 from December 31, 2023 primarily driven by deposit growth due to our national consumer banking strategy, partially offset by net maturities and paydowns of our securitized debt obligations.

Our national consumer banking strategy includes our national brand and marketing strategy, cafés and tech / digital investments, which have enabled us to both deepen and grow our overall customer base.

Stockholders’ equity increased by $2.7 billion to $60.8 billion as of December 31, 2024 from December 31, 2023 primarily driven by net income of $4.8 billion, partially offset by stock dividends and an increase in accumulated other comprehensive loss.

| Total | | | | | | $ | 327,775 | | | | | $ | (16,258) | | | | | $ | 311,517 | | | | | $ | 320,472 | | | | | $ | (15,296) | | | | | $ | 305,176 | |

| Securitized debt obligations | | | | | | 14,264 | | | | | | 3 | | | | | | 18,043 | | | | | | 5 | | |

Total deposits increased by $14.3 billion to $362.7 billion as of December 31, 2024 from December 31, 2023 primarily driven by our national consumer banking strategy, partially offset by maturities in brokered deposits.

Other debt decreased by $526 million to $31.3 billion as of December 31, 2024 from December 31, 2023 primarily driven by net maturities of unsecured senior debt.

| Allowance coverage ratio | | | | | | | | | | | | | | | | | | | | | | | | 7.98% | | | | | | 7.58 | | % | | | | 40bps | | | | | | | | | | | | | | |

- *Non-Interest Income:* Non-interest income increased by $136 million to $6.1 billion in 2024 due to growth in our Credit Card business.

- *Provision for Credit Losses:* Provision for credit losses increased by $1.6 billion to $10.3 billion in 2024 primarily driven by higher net charge-offs, including the impacts of the elimination of loss sharing provisions due to the Walmart Program Termination, partially offset by a lower allowance build.

- *Non-Interest Expense:* Non-interest expense increased by $1.1 billion to $13.6 billion in 2024 primarily driven by growth in our Credit Card business and increased marketing spend.

(4)The Walmart Program Termination increased revenue margin by 30 bps in 2024.

(6)The Walmart Program Termination resulted in an allowance for credit losses build of $826 million in the second quarter of 2024.

- Higher provision for credit losses driven by higher net charge-offs, including the impacts of the elimination of loss sharing provisions due to the Walmart Program Termination, partially offset by a lower allowance build.

| Deposits | | | | | | | | | | | | | | | | | | | | | | | | $ | 318,329 | | | | | $ | 296,171 | | | | | 7% | | | | | | | | | | | | | | |

- *Net Interest Income:* Net interest income decreased by $690 million to $8.0 billion in 2024 primarily driven by lower margins in our retail banking business, partially offset by higher deposits in our retail banking business.

*•Non-Interest Income:* Non-interest income increased by $106 million to $695 million in 2024 primarily driven by higher interchange revenue from an increase in debit card purchase volume and revenue earned from auto industry services.

*•Non-Interest Expense:* Non-interest expense increased by $194 million to $5.4 billion in 2024 primarily driven by a legal reserve build in the fourth quarter of 2024 and higher professional services.

*•*Average loans held for investment decreased by $1.5 billion to $76.0 billion in 2024 compared to 2023 primarily driven by the impact of lower auto originations in the second half of 2022 and throughout 2023, partially offset by growth in our auto loan portfolio in 2024.

*•*The net charge-off rate increased by 34 bps to 2.10% in 2024 compared to 2023.

*•Non-Interest Income:* Non-interest income increased by $208 million to $1.2 billion in 2024 primarily driven by increased fees in our capital markets business.

*•*Average loans held for investment decreased by $3.9 billion to $88.6 billion in 2024 compared to 2023 primarily driven by customer payments outpacing originations.

- Period-end deposits decreased by $1.0 billion to $31.7 billion as of December 31, 2024 from December 31, 2023 primarily driven by an intentional reduction in lower margin deposit balances in the first half of the year, partially offset by growth in the second half of the year.

*•*The nonperforming loan rate increased by 55 bps to 1.39% as of December 31, 2024 compared to December 31, 2023 primarily driven by credit downgrades.

| | | | [removed: 129] [added: 232] | | | Capital One Financial Corporation (COF) | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#i288d751e91db44a88fdecf3956dfcf14_364)] [added: Data](#i7687b40c0e86405a90048ec815ca20f5_352)] | | | | | |

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#i288d751e91db44a88fdecf3956dfcf14_370)] [added: Reporting](#i7687b40c0e86405a90048ec815ca20f5_358)] | | | [removed: [131](#i288d751e91db44a88fdecf3956dfcf14_370)] [added: [140](#i7687b40c0e86405a90048ec815ca20f5_358)] | | |

| [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial [removed: Reporting](#i288d751e91db44a88fdecf3956dfcf14_373)] [added: Reporting](#i7687b40c0e86405a90048ec815ca20f5_361)] (PCAOB ID 42) | | | [removed: [132](#i288d751e91db44a88fdecf3956dfcf14_373)] [added: [141](#i7687b40c0e86405a90048ec815ca20f5_361)] | | |

| [Report of Independent Registered Public Accounting Firm on the Consolidated Financial [removed: Statements](#i288d751e91db44a88fdecf3956dfcf14_376)] [added: Statements](#i7687b40c0e86405a90048ec815ca20f5_364)] (PCAOB ID 42) | | | [removed: [133](#i288d751e91db44a88fdecf3956dfcf14_376)] [added: [142](#i7687b40c0e86405a90048ec815ca20f5_364)] | | |

[removed: | [Consolidated Financial Statements](#i288d751e91db44a88fdecf3956dfcf14_379) | | | [135](#i288d751e91db44a88fdecf3956dfcf14_379) | | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

| [Consolidated Statements of Comprehensive [removed: Income](#i288d751e91db44a88fdecf3956dfcf14_385)] [added: Income](#i7687b40c0e86405a90048ec815ca20f5_373)] | | | [removed: [136](#i288d751e91db44a88fdecf3956dfcf14_385)] [added: [146](#i7687b40c0e86405a90048ec815ca20f5_373)] | | |

| [Consolidated Statements of Changes in Stockholders’ [removed: Equity](#i288d751e91db44a88fdecf3956dfcf14_394)] [added: Equity](#i7687b40c0e86405a90048ec815ca20f5_382)] | | | [removed: [138](#i288d751e91db44a88fdecf3956dfcf14_394)] [added: [148](#i7687b40c0e86405a90048ec815ca20f5_382)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i288d751e91db44a88fdecf3956dfcf14_400)] [added: Flows](#i7687b40c0e86405a90048ec815ca20f5_385)] | | | [removed: [139](#i288d751e91db44a88fdecf3956dfcf14_400)] [added: [149](#i7687b40c0e86405a90048ec815ca20f5_385)] | | |

[removed: | [Notes to Consolidated Financial Statements](#i288d751e91db44a88fdecf3956dfcf14_406) | | | [141](#i288d751e91db44a88fdecf3956dfcf14_406) | | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

| [Note 1—Summary of Significant Accounting [removed: Policies](#i288d751e91db44a88fdecf3956dfcf14_406)] [added: Policies](#i7687b40c0e86405a90048ec815ca20f5_394)] | | | [removed: [141](#i288d751e91db44a88fdecf3956dfcf14_406)] [added: [151](#i7687b40c0e86405a90048ec815ca20f5_394)] | | |

| [Note 5—Allowance for Credit Losses and Reserve for Unfunded Lending [removed: Commitments](#i288d751e91db44a88fdecf3956dfcf14_454)] [added: Commitments](#i7687b40c0e86405a90048ec815ca20f5_454)] | | | [removed: [174](#i288d751e91db44a88fdecf3956dfcf14_454)] [added: [191](#i7687b40c0e86405a90048ec815ca20f5_454)] | | |

| [Note 6—Variable Interest Entities and [removed: Securitizations](#i288d751e91db44a88fdecf3956dfcf14_457)] [added: Securitizations](#i7687b40c0e86405a90048ec815ca20f5_460)] | | | [removed: [178](#i288d751e91db44a88fdecf3956dfcf14_457)] [added: [195](#i7687b40c0e86405a90048ec815ca20f5_460)] | | |

| [Note 7—Goodwill and Other Intangible [removed: Assets](#i288d751e91db44a88fdecf3956dfcf14_460)] [added: Assets](#i7687b40c0e86405a90048ec815ca20f5_463)] | | | [removed: [182](#i288d751e91db44a88fdecf3956dfcf14_460)] [added: [199](#i7687b40c0e86405a90048ec815ca20f5_463)] | | |

| [removed: [Note](#i288d751e91db44a88fdecf3956dfcf14_463) [8](#i288d751e91db44a88fdecf3956dfcf14_463)[—Premises,] [added: [Note](#i7687b40c0e86405a90048ec815ca20f5_466) [8](#i7687b40c0e86405a90048ec815ca20f5_466)[—Premises,] Equipment and [removed: Lease](#i288d751e91db44a88fdecf3956dfcf14_463)s] [added: Lease](#i7687b40c0e86405a90048ec815ca20f5_466)s] | | | [removed: [185](#i288d751e91db44a88fdecf3956dfcf14_463)] [added: [202](#i7687b40c0e86405a90048ec815ca20f5_466)] | | |

| [Note 9—Deposits and [removed: Borrowings](#i288d751e91db44a88fdecf3956dfcf14_466)] [added: Borrowings](#i7687b40c0e86405a90048ec815ca20f5_469)] | | | [removed: [187](#i288d751e91db44a88fdecf3956dfcf14_466)] [added: [204](#i7687b40c0e86405a90048ec815ca20f5_469)] | | |

| [Note 10—Derivative Instruments and Hedging [removed: Activities](#i288d751e91db44a88fdecf3956dfcf14_469)] [added: Activities](#i7687b40c0e86405a90048ec815ca20f5_472)] | | | [removed: [189](#i288d751e91db44a88fdecf3956dfcf14_469)] [added: [206](#i7687b40c0e86405a90048ec815ca20f5_472)] | | |

| [Note 12—Regulatory and Capital [removed: Adequacy](#i288d751e91db44a88fdecf3956dfcf14_475)] [added: Adequacy](#i7687b40c0e86405a90048ec815ca20f5_478)] | | | [removed: [201](#i288d751e91db44a88fdecf3956dfcf14_475)] [added: [218](#i7687b40c0e86405a90048ec815ca20f5_478)] | | |

| [Note 13—Earnings Per Common [removed: Share](#i288d751e91db44a88fdecf3956dfcf14_478)] [added: Share](#i7687b40c0e86405a90048ec815ca20f5_487)] | | | [removed: [203](#i288d751e91db44a88fdecf3956dfcf14_478)] [added: [220](#i7687b40c0e86405a90048ec815ca20f5_487)] | | |

| [Note 14—Stock-Based Compensation [removed: Plans](#i288d751e91db44a88fdecf3956dfcf14_481)] [added: Plans](#i7687b40c0e86405a90048ec815ca20f5_481)] | | | [removed: [204](#i288d751e91db44a88fdecf3956dfcf14_481)] [added: [221](#i7687b40c0e86405a90048ec815ca20f5_481)] | | |

| [Note 15—Employee Benefit [removed: Plans](#i288d751e91db44a88fdecf3956dfcf14_484)] [added: Plans](#i7687b40c0e86405a90048ec815ca20f5_484)] | | | [removed: [206](#i288d751e91db44a88fdecf3956dfcf14_484)] [added: [223](#i7687b40c0e86405a90048ec815ca20f5_484)] | | |

| [Note 17—Fair Value [removed: Measurement](#i288d751e91db44a88fdecf3956dfcf14_490)] [added: Measurement](#i7687b40c0e86405a90048ec815ca20f5_496)] | | | [removed: [211](#i288d751e91db44a88fdecf3956dfcf14_490)] [added: [228](#i7687b40c0e86405a90048ec815ca20f5_496)] | | |

| [Note 18—Business Segments and Revenue from Contracts with [removed: Customers](#i288d751e91db44a88fdecf3956dfcf14_496)] [added: Customers](#i7687b40c0e86405a90048ec815ca20f5_502)] | | | [removed: [220](#i288d751e91db44a88fdecf3956dfcf14_496)] [added: [237](#i7687b40c0e86405a90048ec815ca20f5_502)] | | |

| [Note 19—Commitments, Contingencies, Guarantees and [removed: Others](#i288d751e91db44a88fdecf3956dfcf14_499)] [added: Others](#i7687b40c0e86405a90048ec815ca20f5_505)] | | | [removed: [225](#i288d751e91db44a88fdecf3956dfcf14_499)] [added: [242](#i7687b40c0e86405a90048ec815ca20f5_505)] | | |

| [Note 20—Capital One Financial Corporation (Parent Company [removed: Only)](#i288d751e91db44a88fdecf3956dfcf14_502)] [added: Only)](#i7687b40c0e86405a90048ec815ca20f5_1099511632751)] | | | [removed: [229](#i288d751e91db44a88fdecf3956dfcf14_502)] [added: [247](#i7687b40c0e86405a90048ec815ca20f5_1099511632751)] | | |

| [Note 21—Related Party [removed: Transactions](#i288d751e91db44a88fdecf3956dfcf14_505)] [added: Transactions](#i7687b40c0e86405a90048ec815ca20f5_511)] | | | [removed: [231](#i288d751e91db44a88fdecf3956dfcf14_505)] [added: [249](#i7687b40c0e86405a90048ec815ca20f5_511)] | | |

| | | | [removed: 130] [added: 233] | | | Capital One Financial Corporation (COF) | | |

Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the framework in “2013 Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), commonly referred to as the “2013 Framework.”

Based on this assessment, [added: and excluding the internal control over financial reporting of Discover described above,] management concluded that, as of December 31, [removed: 2024,] [added: 2025,] the Company’s internal control over financial reporting was effective based on the criteria established by COSO in the 2013 Framework.

Additionally, based upon management’s assessment, the Company determined that there were no material weaknesses in its internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their accompanying report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

| | | | [removed: 131] [added: 234] | | | Capital One Financial Corporation (COF) | | |

We have audited Capital One Financial Corporation’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Capital One Financial Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and our report dated February [removed: 20, 2025] [added: 19, 2026] expressed an unqualified opinion thereon.

| | | | [removed: 132] [added: 235] | | | Capital One Financial Corporation (COF) | | |

We have audited the accompanying consolidated balance sheets of Capital One Financial Corporation (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 20, 2025] [added: 19, 2026] expressed an unqualified opinion thereon.

Critical Audit [removed: Matter][added: Matters]

| [Consolidated Financial Statements](#i7687b40c0e86405a90048ec815ca20f5_367) | | | [145](#i7687b40c0e86405a90048ec815ca20f5_367) | | |

| [Consolidated Statements of Income](#i7687b40c0e86405a90048ec815ca20f5_370) | | | [145](#i7687b40c0e86405a90048ec815ca20f5_370) | | |

| [Consolidated Balance Sheets](#i7687b40c0e86405a90048ec815ca20f5_376) | | | [147](#i7687b40c0e86405a90048ec815ca20f5_376) | | |

| [Notes to Consolidated Financial Statements](#i7687b40c0e86405a90048ec815ca20f5_394) | | | [151](#i7687b40c0e86405a90048ec815ca20f5_394) | | |

| [Note 2—Business Combinations and Discontinued Operations](#i7687b40c0e86405a90048ec815ca20f5_397) | | | [166](#i7687b40c0e86405a90048ec815ca20f5_397) | | |

| [Note 3—Investment Securities](#i7687b40c0e86405a90048ec815ca20f5_406) | | | [172](#i7687b40c0e86405a90048ec815ca20f5_406) | | |

| [Note 4—Loans](#i7687b40c0e86405a90048ec815ca20f5_409) | | | [175](#i7687b40c0e86405a90048ec815ca20f5_409) | | |

| [Note 11—Stockholders’ Equity](#i7687b40c0e86405a90048ec815ca20f5_475) | | | [215](#i7687b40c0e86405a90048ec815ca20f5_475) | | |

| [Note 16—Income Taxes](#i7687b40c0e86405a90048ec815ca20f5_493) | | | [224](#i7687b40c0e86405a90048ec815ca20f5_493) | | |

| [Note 22—Subsequent Events](#i7687b40c0e86405a90048ec815ca20f5_514) | | | [250](#i7687b40c0e86405a90048ec815ca20f5_514) | | |

As permitted by the Securities and Exchange Commission, management’s assessment of and conclusion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, did not include the internal controls of Discover Financial Services (“Discover”), which was acquired by the Company on May 18, 2025.

Discover’s businesses constituted approximately 21% of total assets and 20% of total net revenue as of and for the year ended December 31, 2025.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Discover Financial Services, which is included in the 2025 consolidated financial statements of the Company and constituted 20% of total assets as of December 31, 2025 and 21% of net revenue for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Discover Financial Services.

| February 19, 2026 | | |

| | | | | | | Business combination – Fair value of intangible assets | | |

| *Description of the Matter* | | | | | | As described in Note 2 to the consolidated financial statements, the Company acquired Discover Financial Services (Discover) on May 18, 2025. The Company accounted for this transaction as a business combination and recorded the assets acquired and liabilities assumed from Discover at their respective fair values as of the acquisition date. The fair value of intangible assets acquired from Discover was $17.7 billion as of the acquisition date. Intangible assets were valued using an income approach under which future cash flows for each intangible asset were forecasted, tax-effected and then discounted using an appropriate risk-adjusted discount rate. Auditing the fair value of certain intangible assets, including the purchased credit card relationships, Discover network, and Discover brand, was especially challenging and highly judgmental due to the significant judgment required by management in developing certain components of the discount rates used in the discounted cash flow methodology. These discount rate components are subjective given they are reflective of risk premiums for the market and specific risk profiles of the intangible assets relative to other assets acquired and the overall business. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of the internal controls over the process for estimating the fair value of the purchased credit card relationships, Discover network, and Discover brand, including management's controls over establishing the discount rates used in the discounted cash flow methodology and evaluating the completeness and accuracy of key inputs and assumptions used in the discounted cash flow methodology. Our tests of controls included observation and inspection of evidence of certain management valuation review meetings, at which key judgments made by management’s valuation specialists are subject to challenge. Our audit procedures included, among others, testing the estimated fair value of the purchased credit card relationships, Discover network, and Discover brand, which involved specialists to assist us in (i) testing management's methodology and certain significant assumptions used in measuring the fair value of the intangible assets and (ii) developing independent expectations for fair value estimates and discount rates based on third party market data and comparing management's values and discount rate assumptions to the independently developed ranges. We also tested the completeness and accuracy of the underlying data provided by management that was used in the discounted cash flow models. Additionally, we performed searches for contrary evidence, which included, but were not limited to, reviewing current external economic information, peer bank metrics, data points from historical banking acquisitions, and historical Company-specific information and considered whether this information corroborated or contradicted management’s selected assumptions. | | |

| February 19, 2026 | | |

| Discount on redeemed preferred stock | | | | | | | | | | | | | | | | | | 6 | | | | | | 0 | | | | | | 0 | | | | | | | | |

| Comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,453 | | | | | | 3,818 | | | | | | | | | | | | 6,271 | | |

| Dividends—common stock(2) | | | | | | | | | | | | | | | | | | 20,623 | | | | | | 0 | | | | | | 4 | | | | | | (1,520) | | | | | | | | | | | | | | | | | | (1,516) | | |

| Purchases of treasury stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (4,099) | | | | | | (4,099) | | |

| Reissuance of treasury stock related to the Transaction | | | | | | | | | | | | | | | | | | 0 | | | | | | 0 | | | | | | 25,763 | | | | | | | | | | | | | | | | | | 24,823 | | | | | | 50,586 | | |

| Issuances of preferred stock related to the Transaction | | | | | | 10,700 | | | | | | 0 | | | | | | | | | | | | | | | | | | 1,068 | | | | | | | | | | | | | | | | | | | | | | | | 1,068 | | |

| Redemptions of preferred stock | | | | | | (5,000) | | | | | | 0 | | | | | | | | | | | | | | | | | | (506) | | | | | | 6 | | | | | | | | | | | | | | | | | | (500) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Purchase price allocation for restricted stock awards related to the Transaction | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 122 | | | | | | | | | | | | | | | | | | | | | | | | 122 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance as of December 31, 2025 | | | | | | 4,980,700 | | | | | | $ | 0 | | | | | 708,546,381 | | | | | | $ | 7 | | | | | $ | 64,031 | | | | | $ | 65,192 | | | | | $ | (5,468) | | | | | $ | (10,146) | | | | | $ | 113,616 | |

| Gain on sale of discontinued operations | | | | | | (483) | | | | | | 0 | | | | | | 0 | | |

| Other fair value adjustments | | | | | | 111 | | | | | | 65 | | | | | | 51 | | |

| Proceeds from sales of securities related to the Transaction | | | | | | 9,696 | | | | | | 0 | | | | | | 0 | | |

| Proceeds from sale of discontinued operations | | | | | | 8,800 | | | | | | 0 | | | | | | 0 | | |

| Net proceeds from issuances | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |

| Redemptions | | | | | | (500) | | | | | | 0 | | | | | | 0 | | |

| Income taxes: | | | | | | | | | | | | | | | | | | | | |

| U.S. federal | | | | | | 358 | | | | | | 700 | | | | | | 800 | | |

| Domestic state and local: | | | | | | | | | | | | | | | | | | | | |

| California | | | | | | 95 | | | | | | 40 | | | | | | 45 | | |

| | | | | | |

| [Consolidated Statements of Income](#i288d751e91db44a88fdecf3956dfcf14_382) | | | [135](#i288d751e91db44a88fdecf3956dfcf14_382) | | |

| [Consolidated Balance Sheets](#i288d751e91db44a88fdecf3956dfcf14_388) | | | [137](#i288d751e91db44a88fdecf3956dfcf14_388) | | |

| [Note 2—Business Combinations](#i288d751e91db44a88fdecf3956dfcf14_409) | | | [156](#i288d751e91db44a88fdecf3956dfcf14_409) | | |

| [Note 3—Investment Securities](#i288d751e91db44a88fdecf3956dfcf14_412) | | | [157](#i288d751e91db44a88fdecf3956dfcf14_412) | | |

| [Note 4—Loans](#i288d751e91db44a88fdecf3956dfcf14_418) | | | [160](#i288d751e91db44a88fdecf3956dfcf14_418) | | |

| [Note 11—Stockholders’ Equity](#i288d751e91db44a88fdecf3956dfcf14_472) | | | [198](#i288d751e91db44a88fdecf3956dfcf14_472) | | |

| [Note 16—Income Taxes](#i288d751e91db44a88fdecf3956dfcf14_487) | | | [208](#i288d751e91db44a88fdecf3956dfcf14_487) | | |

| February 20, 2025 | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance as of December 31, 2021 | | | | | | 4,975,000 | | | | | | $ | 0 | | | | | 685,057,944 | | | | | | $ | 7 | | | | | $ | 34,112 | | | | | $ | 51,006 | | | | | $ | 374 | | | | | $ | (24,470) | | | | | $ | 61,029 | |

| Comprehensive income (loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,360 | | | | | | (10,290) | | | | | | | | | | | | (2,930) | | |

| Dividends—common stock(1) | | | | | | | | | | | | | | | | | | 33,511 | | | | | | 0 | | | | | | 4 | | | | | | (954) | | | | | | | | | | | | | | | | | | (950) | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Other | | | | | | 65 | | | | | | 51 | | | | | | 40 | | |

type, however, fair value may be determined on an individual basis when circumstances warrant.

See “Note 4—Loans” for additional information on our loan modifications and restructurings.

Loan Modifications and Restructurings Prior to Adoption of ASU No. 2022-02

In periods prior to 2023, a loan modification in which a concession is granted to a borrower experiencing financial difficulty was accounted for and reported as a TDR.

These loan modifications typically include short-term payment deferrals, an extension of the loan term, a reduction in the interest rate, a reduction in the loan balance, or a combination of these modifications.

When received, recoveries of previously charged off amounts are recorded as an increase to the allowance for credit losses (see the “Allowance for Credit Losses - Loans Held for Investment” section of this Note for information on how we account for expected recoveries).

Credit card loans of deceased account holders are generally charged off 5 days after receipt of notification.

economic data.

| Tax Credit Investments ASU No. 2023-02, Investments - Equity Method and Joint Ventures (Topic 323): *Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method* *Issued March 2023* | | | | | | Permits entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method, if certain criteria are met. Previously, only Low-Income Housing Tax Credit investments were eligible for application of the proportional amortization method. | | | | | | We adopted this standard on its effective date of January 1, 2024 using a modified retrospective transition method, which results in a cumulative-effect adjustment to retained earnings in the period of adoption. Our adoption of this standard did not have a material impact on our consolidated financial statements. See “Consolidated Statements of Changes in Stockholders’ Equity” and “Note 6—Variable Interest Entities and Securitizations” for additional disclosures. | | |

| Segment Reporting Disclosures ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures *Issued November 2023* | | | | | | Requires disclosure of incremental segment information on an annual and interim basis. | | | | | | We adopted this standard as of December 31, 2024 using a retrospective transition method. See “Note 18—Business Segments and Revenue from Contracts with Customers” for additional disclosures. | | |

The Merger Agreement was unanimously approved by the Boards of Directors of each of Capital One and Discover.

On February 18, 2025, Capital One and Discover each held a special meeting of their respective stockholders.

During the respective meetings, Capital One stockholders approved by the requisite vote the issuance of Capital One common stock as merger consideration to the holders of Discover common stock, and Discover stockholders adopted by the requisite vote the Merger Agreement.

The closing of the Transaction remains subject to the satisfaction of other customary closing conditions, including the receipt of required regulatory approvals.

For the year ended December 31, 2024, we have incurred $234 million of integration expenses related to the agreement to acquire Discover, which are included in operating expenses in our Consolidated Statements of Income.

| Agency | | | | | | 71,294 | | | | | | 0 | | | | | | 104 | | | | | | (8,450) | | | | | | 62,948 | | |

| Total RMBS | | | | | | 71,904 | | | | | | (4) | | | | | | 193 | | | | | | (8,455) | | | | | | 63,638 | | |

| Agency CMBS | | | | | | 8,961 | | | | | | 0 | | | | | | 14 | | | | | | (652) | | | | | | 8,323 | | |

| Agency | | | | | | 3,511 | | | | | | (43) | | | | | | 53,987 | | | | | | (8,407) | | | | | | 57,498 | | | | | | (8,450) | | |

| Total RMBS | | | | | | 3,512 | | | | | | (43) | | | | | | 54,000 | | | | | | (8,408) | | | | | | 57,512 | | | | | | (8,451) | | |

| Agency CMBS | | | | | | 547 | | | | | | (7) | | | | | | 6,465 | | | | | | (645) | | | | | | 7,012 | | | | | | (652) | | |

| Other securities | | | | | | 276 | | | | | | 0 | | | | | | 4 | | | | | | 0 | | | | | | 280 | | | | | | 0 | | |

cost of each security, inclusive of the contractual coupon, the impact of any premium amortization or discount accretion and any hedge accounting relationships.

Capital One Financial Corporation and its subsidiaries (the “Company” or “Capital One”) [removed: offer] [added: operate as] a [added: global payments provider and diversified financial institution, delivering a] broad array of financial products and services to consumers, small businesses and commercial clients through digital channels, branch locations, cafés and other distribution channels.

As of December 31, [removed: 2024,] [added: 2025,] Capital One Financial Corporation’s principal operating subsidiary was Capital One, National Association (“CONA”).

References to “this Report” or our [removed: “2024] [added: “2025] Form 10-K” or [removed: “2024] [added: “2025] Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2024.][added: 2025.]

All references to [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] refer to our fiscal years ended, or the dates, as the context requires, December 31, [removed: 2024,] [added: 2025,] December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022,] [added: 2023,] respectively.

We were the [removed: third] largest issuer of [removed: Visa® (“Visa”) and MasterCard® (“MasterCard”)] credit cards in the [removed: U.S.] [added: United States of America (“U.S.”)] based on the outstanding balance of credit card loans as of December 31, [removed: 2024.][added: 2025.]

In addition to credit cards, we also offer debit cards, bank lending, treasury management and depository services, auto loans and other consumer lending products in markets across the U.S. As one of the nation’s largest banks based on deposits as of December 31, [removed: 2024,] [added: 2025,] we service banking customer accounts through digital channels and our network of branch locations, cafés, call centers and automated teller machines (“ATMs”).

We also offer [added: credit card] products and [added: certain other] services outside of the U.S. principally through Capital One (Europe) plc (“COEP”), an indirect subsidiary of CONA organized and located in the United Kingdom (“U.K.”), and through a branch of CONA in Canada.

Agreement to Acquire [removed: Discover][added: Brex]

On [removed: February 19, 2024,] [added: May 18, 2025,] the Company [removed: entered into an agreement and plan of merger (the “Merger Agreement”), by and among Capital One, Discover Financial Services, a Delaware corporation (“Discover”) and Vega Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of] [added: closed] the [removed: Company (“Merger Sub”),] [added: acquisition of Discover,] pursuant to which (a) Merger Sub [removed: will merge] [added: merged] with and into Discover, with Discover as the surviving entity in the merger (the “Merger”); (b) immediately following the Merger, Discover, as the surviving entity, [removed: will merge] [added: merged] with and into Capital One, with Capital One as the surviving entity in the second-step merger (the “Second Step Merger”); and (c) immediately following the Second Step Merger, Discover Bank, a Delaware-chartered and wholly owned subsidiary of Discover, [removed: will merge] [added: merged] with and into CONA, with CONA as the surviving entity in the merger (the “CONA Bank Merger,” and collectively with the Merger and the Second Step Merger, the “Transaction”).

[removed: At the effective time of the Merger,] [added: Upon closing,] each share of common stock of Discover outstanding immediately prior to the effective time of the Merger, other than certain shares held by Discover or Capital One, [removed: will be] [added: was] converted into the right to receive 1.0192 shares of common stock of Capital One.

Holders of Discover common stock [removed: will receive] [added: received] cash in lieu of fractional shares.

At the effective time of the Second Step Merger, each share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C, of Discover, and each share of 6.125% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series D, of Discover, in each case outstanding immediately prior to the effective time of the Second Step Merger, [removed: will be] [added: was] converted into the right to receive a share of newly created [removed: series of preferred stock] [added: Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series O or 6.125% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series P] of Capital [removed: One having terms that are not materially less favorable than the applicable series of Discover preferred stock.][added: One.]

[removed: Other Business] [added: Business] Developments

- our Certificate of Incorporation, Bylaws, Corporate Governance [removed: Guidelines,] [added: Guidelines] and Code of Conduct; and

- charters for the Audit, Compensation, Governance and [removed: Nominating,] [added: Nominating] and Risk Committees of the Board of Directors.

We also earn non-interest income which primarily consists of [added: discount and] interchange income, net of reward expenses, and service charges and other customer-related fees.

The Other category also includes unallocated corporate expenses that do not directly support the operations of the business segments or for which the business segments are not considered financially accountable in evaluating their performance, such as certain restructuring [removed: charges and] [added: charges,] integration expenses [removed: related to] [added: and certain liabilities incurred by Discover ahead of] the Transaction.

- *Credit Card:* Consists of our domestic consumer [removed: and] [added: card lending, personal loans, domestic] small business card [removed: lending,] [added: lending] and international card businesses in the U.K. and Canada.

- *Consumer Banking:* Consists of our deposit gathering and lending activities for consumers and small businesses, [removed: and] national auto [removed: lending.][added: lending and services offered by the Global Payment Network.]

Our Credit Card business competes with international, national, regional and local issuers of [removed: Visa] [added: Visa®] and [removed: MasterCard] [added: Mastercard®] credit cards, as well as with American Express®, [removed: Discover Card®,] private-label card [removed: brands,] [added: brands] and, to a certain extent, issuers of debit cards.

We compete with many forms of payment mechanisms, [added: including a variety of new and evolving alternative payment mechanisms,] systems and products, offered by both bank and non-bank providers.

Our businesses generally compete on the basis of the quality and range of their products and services, transaction execution, innovation and [removed: price.][added: price, and, with respect to our payment network businesses, the strength, reach, pricing and capabilities of our network offerings to merchants, acquirers and issuers.]

In addition to laws and regulations, [removed: state and federal bank] regulatory agencies may issue policy statements, interpretive letters and similar written guidance applicable to us and our subsidiaries.

[removed: *Stress Capital] [added: *Capital] Buffer [removed: Rule*][added: Requirements*]

Under the Federal Reserve’s [removed: final rule to implement the] stress capital buffer [removed: requirement] [added: rule] (“Stress Capital Buffer Rule”), the Company’s “standardized approach capital conservation buffer” includes its stress capital buffer requirement (as described below), any G-SIB Surcharge (which is not applicable to us) and the countercyclical capital buffer requirement (which is currently set at 0%).

Any determination to increase the countercyclical capital buffer [added: applicable to the Company] generally would be effective twelve months after the announcement of such an increase, unless the Federal [removed: Reserve, OCC and the FDIC (collectively, “Federal Banking Agencies”) set] [added: Reserve sets] an earlier effective date.

The Company’s stress capital buffer requirement is recalibrated every year based on the Company’s supervisory stress test [removed: results,] [added: results unless otherwise determined by the Federal Reserve,] as discussed below.

Based on the Company’s [removed: 2024] [added: 2025] supervisory stress test results, the Company’s stress capital buffer requirement for the period beginning on October 1, [removed: 2024] [added: 2025] through September 30, [removed: 2025] [added: 2026] is [removed: 5.5%.][added: 4.5%.]

[removed: Therefore,] [added: Accordingly,] the Company’s minimum capital requirements plus the standardized approach capital conservation buffer for CET1 capital, Tier 1 capital and total capital ratios under the stress capital buffer framework are [removed: 10.0%, 11.5%] [added: 9.0%, 10.5%] and [removed: 13.5%,] [added: 12.5%,] respectively, for the period from October 1, [removed: 2024] [added: 2025] through September 30, [removed: 2025.][added: 2027.]

[removed: Therefore,] [added: Accordingly,] the Bank’s minimum capital requirements plus its capital conservation buffer for CET1 capital, Tier 1 capital and total capital ratios are 7.0%, 8.5% and 10.5%, respectively.

If the Company or the Bank fails to maintain its capital ratios above the minimum capital requirements plus the applicable capital conservation [removed: buffers,] [added: buffer requirements,] it will face increasingly strict automatic limitations on capital distributions and discretionary bonus payments to certain executive officers.

As of December 31, [removed: 2024,] [added: 2025,] the Company and the Bank are subject to the Market Risk Rule.

See “Part [removed: II一Item 7.][added: II—Item 8.]

[removed: MD&A一Market] [added: MD&A—Market] Risk Profile” for additional information.

In July 2023, the Federal [added: Reserve, OCC and the FDIC (collectively, the “Federal] Banking [removed: Agencies] [added: Agencies”)] released a notice of proposed rulemaking (“Basel III Finalization Proposal”) to revise the Basel III Capital Rules applicable to banking organizations with total assets of $100 billion or more and their subsidiary depository institutions, including the Company and the Bank.

The Basel III Finalization Proposal includes a [removed: proposed effective date of July 1, 2025, subject to a] three-year transition period [removed: ending July 1, 2028,] over which risk-weighted assets calculated under the Expanded Risk-Based Approach and the recognition of AOCI in CET1 capital would be phased in.

It is uncertain [removed: when or] if [added: and when] a [removed: final rule] [added: reproposal] will be [removed: adopted,] [added: issued,] and if so, whether and to what extent it will differ from the [added: original] Basel III Finalization Proposal.

The capital categories relate to FDICIA’s PCA [removed: provisions] [added: provisions,] and such capital categories may not constitute an accurate representation of the Bank’s overall financial condition or prospects.

[added: The PCA provisions also authorize the Federal Banking Agencies to reclassify a] bank’s capital category or take other action against banks that are determined to be in an unsafe or unsound condition or to have engaged in unsafe or unsound banking practices.

We are also subject to supervisory and company-run stress testing requirements (also known as the Dodd-Frank Act stress tests [removed: (“DFAST”).][added: (“DFAST”)).]

On May 18, 2025 (the “Closing Date”), Discover Financial Services (“Discover”) merged into Capital One and Discover Bank merged into CONA.

Financial Statements and Supplementary Data—Note 2—Business Combinations and Discontinued Operations” for additional information.

Additionally, through the acquisition of Discover, we acquired new products including personal loans as well as the Discover Network, the PULSE Network, Diners Club International (“Diners Club”) and Network Partners (collectively, the “Global Payment Network”).

The Discover Network processes transactions for credit and debit cards issued on its network and provides payment transaction processing and settlement services.

The PULSE Network operates an electronic funds transfer network, providing financial institutions issuing debit cards on the PULSE Network with access to ATMs domestically and internationally, as well as merchant acceptance throughout the U.S. for debit card transactions.

Diners Club is a global payments network of licensees, which are generally financial institutions, that issue Diners Club-branded charge cards and/or provide card acceptance services.

We also have agreements with a number of financial institutions, financial technology firms, networks and other commercial service providers (collectively, “Network Partners”) for the provision of card issuing, payments processing and related services on the Global Payment Network.

In addition, we offer Global Payment Network services globally.

Discover Acquisition

On February 19, 2024, the Company entered into an agreement and plan of merger (the “Merger Agreement”), by and among Capital One, Discover, a Delaware corporation and Vega Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub”).

The Transaction enables the Company to leverage its newly acquired networks, customer base, technology, and data ecosystem to drive value for merchants, consumers and small businesses.

The Company has substantially completed the reissuance of legacy Capital One customer debit cards onto the Global Payment Network.

As of the Closing Date, the fair value of purchase consideration transferred was $51.8 billion.

The fair value of total identifiable assets acquired was $168.6 billion, which included $108.2 billion of loans held for investment.

The fair value of deposits assumed was $106.9 billion.

Our results of operations for the year ended December 31, 2025 reflect the activity of Discover’s acquired business operations for the period since the Closing Date.

See “Part II—Item 8.

Financial Statements and Supplementary Data—Note 2—Business Combinations and Discontinued Operations” for additional information.

On November 24, 2025, we completed the sale of the Discover Home Loan Business.

See “Part II—Item 8.

Financial Statements and Supplementary Data—Note 2—Business Combinations and Discontinued Operations” for additional information.

On January 22, 2026, Capital One Financial Corporation entered into an Agreement and Plan of Merger and Reorganization (the “Brex Merger Agreement”) with Brex Inc., a Delaware corporation (“Brex”), and certain other parties thereto, pursuant to which, upon the terms and subject to the conditions set forth therein, the Company will acquire Brex (the “Brex Transaction”).

The completion of the Brex Transaction is subject to the satisfaction of customary closing conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Pursuant to the terms and subject to the conditions set forth in the Brex Merger Agreement, the Company will acquire the outstanding equity of Brex for $5.15 billion in aggregate consideration, subject to certain adjustments described in the Brex Merger Agreement, consisting of approximately $2.58 billion in cash and approximately 10.6 million shares of common stock of Capital One.

The results related to the acquired Home Loan business have been reflected as discontinued operations.

As such, the related results have been excluded from continuing operations and business segment result.

The Global Payment Network earns fees, which are paid by network participants (primarily acquirers, merchants and issuers), for transactions on the Global Payment Network.

Additionally, for transactions on Bank-issued credit and debit cards processed on the Global Payment Network, a portion of the amount that merchants pay to the Global Payment Network is passed through to the Bank.

As a result of our recent acquisition of the Global Payment Network, we now compete in the global payments industry, both with traditional competitors and new, emerging alternative payment providers.

As a banking organization, we are subject to extensive regulation and supervision by U.S. federal and state laws, as well as the applicable laws of the jurisdictions outside the U.S. in which we do business.

Non-bank subsidiaries are subject to regulation in foreign jurisdictions, including licensing and registration requirements.

On February 4, 2026, the Federal Reserve notified all participating firms, including the Company, that because the Stress Testing Transparency Proposal (defined below) remains subject to public comment, the Federal Reserve is maintaining stress capital buffer requirements for all such firms at their current levels.

Consequently, absent further action from the Federal Reserve, the Company’s stress capital buffer requirement will remain at 4.5% until September 30, 2027.

The Bank is also subject to the countercyclical capital buffer requirement (which is currently set at 0%).

Any determination to increase the countercyclical capital buffer applicable to the Bank generally would be effective twelve months after the announcement of such an increase, unless the OCC sets an earlier effective date.

In April 2025, the Federal Reserve issued a notice of proposed rulemaking to amend the calculation of the stress capital buffer requirement (the “SCB Averaging Proposal”).

The proposal would average stress test results over two consecutive years for purposes of determining the stress capital buffer requirement.

The proposal would also shift the annual effective date of the stress capital buffer requirement from October 1 to January 1.

The proposal has not yet been finalized, and our stress capital

buffer requirement disclosed above has been calculated under the current framework and does not reflect the proposed averaging.

The Merger Agreement was unanimously approved by the Boards of Directors of each of Capital One and Discover.

On February 18, 2025, Capital One and Discover each held a special meeting of their respective stockholders.

During the respective meetings, Capital One stockholders approved by the requisite vote the issuance of Capital One common stock as

merger consideration to the holders of Discover common stock, and Discover stockholders adopted by the requisite vote the Merger Agreement.

The closing of the Transaction remains subject to the satisfaction of other customary closing conditions, including the receipt of required regulatory approvals.

Walmart Program Agreement Termination

On May 21, 2024, our credit card program agreement with Walmart terminated (“Walmart Program Termination”).

Pursuant to terms of the termination, Capital One retained ownership and servicing of the existing credit card portfolio and is nearing completion of converting eligible customers into Capital One branded card products.

Information regarding our corporate social responsibility and environmental sustainability initiatives is also available on our website.

Risk Factors.”

As a banking organization, we are subject to extensive regulation and supervision.

Both the scope of the laws and regulations and the intensity of the supervision to which we are subject have increased, initially in response to the 2007-2008 financial crisis, and more recently in light of other factors such as technological, political and market changes, as well as the 2023 regional bank failures.

Regulatory enforcement and fines have also increased across the banking and financial services sector.

See “Regulation by Authorities Outside the United States” below for additional details.

*CECL Transition Rule*

The Federal Banking Agencies adopted a final rule (“CECL Transition Rule”) that provides banking institutions an optional five-year transition period to phase in the impact of the current expected credit losses (“CECL”) standard on their regulatory capital (“CECL Transition Election”).

We adopted the CECL standard (for accounting purposes) as of January 1, 2020, and made the CECL Transition Election (for regulatory capital purposes) in the first quarter of 2020.

Pursuant to the CECL Transition Rule, a banking institution could elect to delay the estimated impact of adopting CECL on its regulatory capital through December 31, 2021 and then phase in the estimated cumulative impact from January 1, 2022 through December 31, 2024.

For the “day 2” ongoing impact of CECL during the initial two years, the Federal Banking Agencies used a uniform “scaling factor” of 25% as an approximation of the increase in the allowance under the CECL standard compared to the prior incurred loss methodology.

Accordingly, from January 1, 2020 through December 31, 2021, electing banking institutions were permitted to add back to their regulatory capital an amount equal to the sum of the after-tax “day 1” CECL adoption impact and 25% of the increase in the allowance since the adoption of the CECL standard.

From January 1, 2022 through December 31, 2024, the after-tax “day 1” CECL adoption impact and the cumulative “day 2” ongoing impact were being phased in to regulatory capital at 25% per year.

The following table summarizes the capital impact delay and phase in period on our regulatory capital from years 2020 to 2025.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Capital Impact Delayed | | | | | | | | | | | | Phase In Period | | | | | | | | | | | | | | | | | | | | |

| | | | | | | 2020 | | | | | | 2021 | | | | | | 2022 | | | | | | 2023 | | | | | | 2024 | | | | | | 2025 | | |

| “Day 1” CECL adoption impact | | | | | | Capital impact delayed to 2022 | | | | | | | | | | | | 25% Phased In | | | | | | 50% Phased In | | | | | | 75% Phased In | | | | | | Fully Phased In | | |

| Cumulative “day 2” ongoing impact | | | | | | 25% scaling factor as an approximation of the increase in allowance under CECL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

The PCA provisions also authorize the Federal Banking Agencies to reclassify a

We determined that our proposed acquisition of Discover constitutes a material change and submitted an updated capital plan as required by the capital plan rule.

In addition, the capital plan rule provides that upon the occurrence of an event requiring resubmission, a covered company may not make any capital distribution unless it has received approval of the Federal Reserve.

Accordingly, all our capital distributions are now subject to the prior approval of the Federal Reserve pending the Federal Reserve’s consideration of our resubmitted capital plan.

We have received prior approval of the Federal Reserve to make certain capital distributions.

Following review of a plan, the Federal Reserve and

In December 2023, the FDIC provided notification that it would be collecting the special assessment at an annual rate of approximately 13.4 bps over eight quarterly collection periods, beginning with the first quarter of 2024 with the first payment due on June 28, 2024.

In June 2024, the FDIC provided notification that the collection period will be extended an additional two quarters beyond the initial eight quarterly collection periods, at a lower annual rate.

In March 2024, the CFPB issued a final rule amending Regulation Z that, if it goes into effect as currently issued, would significantly lower the safe harbor amount for past due fees that large credit card issuers, including the Bank, can charge on consumer credit card accounts.

The final rule is currently stayed as a result of ongoing litigation.

Moreover, in October 2024, the CFPB issued a final rule that will require certain financial institutions, including the Company, to, among other things, share certain data on certain consumer financial products and services upon request of the consumer.

For more information on risks related to these rules, see the risk factors set forth under “Item 1A.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

Registrant’s telephone number, including area code: (703) [removed: 720-1000____________________________________][added: 720-1000]

The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of the close of business on June 30, [removed: 2024] [added: 2025] was approximately [removed: $52.3] [added: $135.2] billion.

As of January 31, [removed: 2025,] [added: 2026,] there were [removed: 381,327,698] [added: 621,931,593] shares of the registrant’s Common Stock outstanding.

1.Portions of the Proxy Statement for the annual meeting of stockholders to be held on May 08, [removed: 2025,] [added: 2026,] are incorporated by reference into Part III.

| [Item [removed: 1.](#i288d751e91db44a88fdecf3956dfcf14_25)] [added: 1.](#i7687b40c0e86405a90048ec815ca20f5_25)] | | | [removed: [Business](#i288d751e91db44a88fdecf3956dfcf14_25)] [added: [Business](#i7687b40c0e86405a90048ec815ca20f5_25)] | | | [removed: [4](#i288d751e91db44a88fdecf3956dfcf14_25)] [added: [4](#i7687b40c0e86405a90048ec815ca20f5_25)] | | |

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| | | | [Supervision and [removed: Regulation](#i288d751e91db44a88fdecf3956dfcf14_334)] [added: Regulation](#i7687b40c0e86405a90048ec815ca20f5_316)] | | | [removed: [7](#i288d751e91db44a88fdecf3956dfcf14_334)] [added: [8](#i7687b40c0e86405a90048ec815ca20f5_316)] | | |

| | | | [Human Capital [removed: Resources](#i288d751e91db44a88fdecf3956dfcf14_49)] [added: Resources](#i7687b40c0e86405a90048ec815ca20f5_46)] | | | [removed: [18](#i288d751e91db44a88fdecf3956dfcf14_49)] [added: [19](#i7687b40c0e86405a90048ec815ca20f5_46)] | | |

| | | | [Technology and Intellectual [removed: Property](#i288d751e91db44a88fdecf3956dfcf14_52)] [added: Property](#i7687b40c0e86405a90048ec815ca20f5_49)] | | | [removed: [18](#i288d751e91db44a88fdecf3956dfcf14_52)] [added: [19](#i7687b40c0e86405a90048ec815ca20f5_49)] | | |

| | | | [Forward-Looking [removed: Statements](#i288d751e91db44a88fdecf3956dfcf14_337)] [added: Statements](#i7687b40c0e86405a90048ec815ca20f5_322)] | | | [removed: [20](#i288d751e91db44a88fdecf3956dfcf14_337)] [added: [20](#i7687b40c0e86405a90048ec815ca20f5_322)] | | |

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| [Item [removed: 6.](#i288d751e91db44a88fdecf3956dfcf14_82)] [added: 6.](#i7687b40c0e86405a90048ec815ca20f5_79)] | | | [removed: [\[Reserved\]](#i288d751e91db44a88fdecf3956dfcf14_82)] [added: [\[Reserved\]](#i7687b40c0e86405a90048ec815ca20f5_79)] | | | [removed: [52](#i288d751e91db44a88fdecf3956dfcf14_82)] [added: [59](#i7687b40c0e86405a90048ec815ca20f5_79)] | | |

| [Item [removed: 7.](#i288d751e91db44a88fdecf3956dfcf14_85)] [added: 7.](#i7687b40c0e86405a90048ec815ca20f5_82)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations [removed: (“MD&A”)](#i288d751e91db44a88fdecf3956dfcf14_85)] [added: (“MD&A”)](#i7687b40c0e86405a90048ec815ca20f5_82)] | | | [removed: [52](#i288d751e91db44a88fdecf3956dfcf14_85)] [added: [59](#i7687b40c0e86405a90048ec815ca20f5_82)] | | |

| | | | [Selected Financial [removed: Data](#i288d751e91db44a88fdecf3956dfcf14_94)] [added: Data](#i7687b40c0e86405a90048ec815ca20f5_91)] | | | [removed: [53](#i288d751e91db44a88fdecf3956dfcf14_94)] [added: [60](#i7687b40c0e86405a90048ec815ca20f5_91)] | | |

| | | | [Executive [removed: Summary](#i288d751e91db44a88fdecf3956dfcf14_100)] [added: Summary](#i7687b40c0e86405a90048ec815ca20f5_97)] | | | [removed: [56](#i288d751e91db44a88fdecf3956dfcf14_100)] [added: [63](#i7687b40c0e86405a90048ec815ca20f5_97)] | | |

| | | | [Consolidated Results of [removed: Operations](#i288d751e91db44a88fdecf3956dfcf14_106)] [added: Operations](#i7687b40c0e86405a90048ec815ca20f5_103)] | | | [removed: [57](#i288d751e91db44a88fdecf3956dfcf14_106)] [added: [64](#i7687b40c0e86405a90048ec815ca20f5_103)] | | |

| | | | [Consolidated Balance Sheets [removed: Analysis](#i288d751e91db44a88fdecf3956dfcf14_157)] [added: Analysis](#i7687b40c0e86405a90048ec815ca20f5_133)] | | | [removed: [63](#i288d751e91db44a88fdecf3956dfcf14_157)] [added: [70](#i7687b40c0e86405a90048ec815ca20f5_133)] | | |

| | | | [Off-Balance Sheet [removed: Arrangements](#i288d751e91db44a88fdecf3956dfcf14_175)] [added: Arrangements](#i7687b40c0e86405a90048ec815ca20f5_151)] | | | [removed: [67](#i288d751e91db44a88fdecf3956dfcf14_175)] [added: [74](#i7687b40c0e86405a90048ec815ca20f5_151)] | | |

| | | | [Business Segment Financial [removed: Performance](#i288d751e91db44a88fdecf3956dfcf14_178)] [added: Performance](#i7687b40c0e86405a90048ec815ca20f5_154)] | | | [removed: [68](#i288d751e91db44a88fdecf3956dfcf14_178)] [added: [75](#i7687b40c0e86405a90048ec815ca20f5_154)] | | |

| | | | [Critical Accounting Policies and [removed: Estimates](#i288d751e91db44a88fdecf3956dfcf14_208)] [added: Estimates](#i7687b40c0e86405a90048ec815ca20f5_184)] | | | [removed: [78](#i288d751e91db44a88fdecf3956dfcf14_208)] [added: [86](#i7687b40c0e86405a90048ec815ca20f5_184)] | | |

| | | | [Accounting Changes and [removed: Developments](#i288d751e91db44a88fdecf3956dfcf14_211)] [added: Developments](#i7687b40c0e86405a90048ec815ca20f5_187)] | | | [removed: [82](#i288d751e91db44a88fdecf3956dfcf14_211)] [added: [91](#i7687b40c0e86405a90048ec815ca20f5_187)] | | |

| [Item [removed: 7A.](#i288d751e91db44a88fdecf3956dfcf14_514)] [added: 7A.](#i7687b40c0e86405a90048ec815ca20f5_349)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i288d751e91db44a88fdecf3956dfcf14_514)] [added: Risk](#i7687b40c0e86405a90048ec815ca20f5_349)] | | | [removed: [129](#i288d751e91db44a88fdecf3956dfcf14_514)] [added: [138](#i7687b40c0e86405a90048ec815ca20f5_349)] | | |

| [Item [removed: 8.](#i288d751e91db44a88fdecf3956dfcf14_364)] [added: 8.](#i7687b40c0e86405a90048ec815ca20f5_352)] | | | [Financial Statements and Supplementary [removed: Data](#i288d751e91db44a88fdecf3956dfcf14_364)] [added: Data](#i7687b40c0e86405a90048ec815ca20f5_352)] | | | [removed: [130](#i288d751e91db44a88fdecf3956dfcf14_364)] [added: [139](#i7687b40c0e86405a90048ec815ca20f5_352)] | | |

| | | | [Consolidated Statements of Comprehensive [removed: Income](#i288d751e91db44a88fdecf3956dfcf14_385)] [added: Income](#i7687b40c0e86405a90048ec815ca20f5_373)] | | | [removed: [136](#i288d751e91db44a88fdecf3956dfcf14_385)] [added: [146](#i7687b40c0e86405a90048ec815ca20f5_373)] | | |

| | | | [Consolidated Statements of Changes in Stockholders’ [removed: Equity](#i288d751e91db44a88fdecf3956dfcf14_394)] [added: Equity](#i7687b40c0e86405a90048ec815ca20f5_382)] | | | [removed: [138](#i288d751e91db44a88fdecf3956dfcf14_394)] [added: [148](#i7687b40c0e86405a90048ec815ca20f5_382)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#i288d751e91db44a88fdecf3956dfcf14_400)] [added: Flows](#i7687b40c0e86405a90048ec815ca20f5_385)] | | | [removed: [139](#i288d751e91db44a88fdecf3956dfcf14_400)] [added: [149](#i7687b40c0e86405a90048ec815ca20f5_385)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i288d751e91db44a88fdecf3956dfcf14_406)] [added: Statements](#i7687b40c0e86405a90048ec815ca20f5_394)] | | | [removed: [141](#i288d751e91db44a88fdecf3956dfcf14_406)] [added: [151](#i7687b40c0e86405a90048ec815ca20f5_394)] | | |

| | | | [Note 1—Summary of Significant Accounting [removed: Policies](#i288d751e91db44a88fdecf3956dfcf14_406)] [added: Policies](#i7687b40c0e86405a90048ec815ca20f5_394)] | | | [removed: [141](#i288d751e91db44a88fdecf3956dfcf14_406)] [added: [151](#i7687b40c0e86405a90048ec815ca20f5_394)] | | |

| | | | [Note 5—Allowance for Credit Losses and Reserve for Unfunded Lending [removed: Commitments](#i288d751e91db44a88fdecf3956dfcf14_454)] [added: Commitments](#i7687b40c0e86405a90048ec815ca20f5_454)] | | | [removed: [174](#i288d751e91db44a88fdecf3956dfcf14_454)] [added: [191](#i7687b40c0e86405a90048ec815ca20f5_454)] | | |

| | | | [Note 6—Variable Interest Entities and [removed: Securitizations](#i288d751e91db44a88fdecf3956dfcf14_457)] [added: Securitizations](#i7687b40c0e86405a90048ec815ca20f5_460)] | | | [removed: [178](#i288d751e91db44a88fdecf3956dfcf14_457)] [added: [195](#i7687b40c0e86405a90048ec815ca20f5_460)] | | |

| | | | [Note 7—Goodwill and Other Intangible [removed: Assets](#i288d751e91db44a88fdecf3956dfcf14_460)] [added: Assets](#i7687b40c0e86405a90048ec815ca20f5_463)] | | | [removed: [182](#i288d751e91db44a88fdecf3956dfcf14_460)] [added: [199](#i7687b40c0e86405a90048ec815ca20f5_463)] | | |

| | | | [Note 8—Premises, Equipment and [removed: Leases](#i288d751e91db44a88fdecf3956dfcf14_463)] [added: Leases](#i7687b40c0e86405a90048ec815ca20f5_466)] | | | [removed: [185](#i288d751e91db44a88fdecf3956dfcf14_463)] [added: [202](#i7687b40c0e86405a90048ec815ca20f5_466)] | | |

| | | | [Note 9—Deposits and [removed: Borrowings](#i288d751e91db44a88fdecf3956dfcf14_466)] [added: Borrowings](#i7687b40c0e86405a90048ec815ca20f5_469)] | | | [removed: [187](#i288d751e91db44a88fdecf3956dfcf14_466)] [added: [204](#i7687b40c0e86405a90048ec815ca20f5_469)] | | |

(Not Applicable)

(Former name, former address and former fiscal year, if changed since last report)____________________________________

| [PART I](#i7687b40c0e86405a90048ec815ca20f5_22) | | | | | | [4](#i7687b40c0e86405a90048ec815ca20f5_22) | | |

| | | | [Overview](#i7687b40c0e86405a90048ec815ca20f5_28) | | | [4](#i7687b40c0e86405a90048ec815ca20f5_31) | | |

| | | | [Competition](#i7687b40c0e86405a90048ec815ca20f5_313) | | | [8](#i7687b40c0e86405a90048ec815ca20f5_313) | | |

| [PART II](#i7687b40c0e86405a90048ec815ca20f5_67) | | | | | | [56](#i7687b40c0e86405a90048ec815ca20f5_67) | | |

| | | | [Capital Management](#i7687b40c0e86405a90048ec815ca20f5_190) | | | [92](#i7687b40c0e86405a90048ec815ca20f5_190) | | |

| | | | [Risk Management](#i7687b40c0e86405a90048ec815ca20f5_211) | | | [98](#i7687b40c0e86405a90048ec815ca20f5_211) | | |

| | | | [Credit Risk Profile](#i7687b40c0e86405a90048ec815ca20f5_214) | | | [104](#i7687b40c0e86405a90048ec815ca20f5_214) | | |

| | | | [Liquidity Risk Profile](#i7687b40c0e86405a90048ec815ca20f5_271) | | | [117](#i7687b40c0e86405a90048ec815ca20f5_271) | | |

| | | | [Market Risk Profile](#i7687b40c0e86405a90048ec815ca20f5_304) | | | [122](#i7687b40c0e86405a90048ec815ca20f5_304) | | |

| | | | [Supplemental Tables](#i7687b40c0e86405a90048ec815ca20f5_325) | | | [127](#i7687b40c0e86405a90048ec815ca20f5_325) | | |

| | | | [Glossary and Acronyms](#i7687b40c0e86405a90048ec815ca20f5_346) | | | [129](#i7687b40c0e86405a90048ec815ca20f5_346) | | |

| | | | [Consolidated Statements of Income](#i7687b40c0e86405a90048ec815ca20f5_370) | | | [145](#i7687b40c0e86405a90048ec815ca20f5_370) | | |

| | | | [Consolidated Balance Sheets](#i7687b40c0e86405a90048ec815ca20f5_376) | | | [147](#i7687b40c0e86405a90048ec815ca20f5_376) | | |

| | | | [Note 2—Business Combinations](#i7687b40c0e86405a90048ec815ca20f5_397) [and](#i7687b40c0e86405a90048ec815ca20f5_397) [Discontinued Operations](#i7687b40c0e86405a90048ec815ca20f5_397) | | | [166](#i7687b40c0e86405a90048ec815ca20f5_397) | | |

| | | | [Note 3—Investment Securities](#i7687b40c0e86405a90048ec815ca20f5_406) | | | [172](#i7687b40c0e86405a90048ec815ca20f5_406) | | |

| | | | [Note 4—Loans](#i7687b40c0e86405a90048ec815ca20f5_409) | | | [175](#i7687b40c0e86405a90048ec815ca20f5_409) | | |

| | | | [Note 11—Stockholders’ Equity](#i7687b40c0e86405a90048ec815ca20f5_475) | | | [215](#i7687b40c0e86405a90048ec815ca20f5_475) | | |

| | | | [Note 16—Income Taxes](#i7687b40c0e86405a90048ec815ca20f5_493) | | | [224](#i7687b40c0e86405a90048ec815ca20f5_493) | | |

| | | | [Note 22—Subsequent Events](#i7687b40c0e86405a90048ec815ca20f5_514) | | | [250](#i7687b40c0e86405a90048ec815ca20f5_514) | | |

| [PART III](#i7687b40c0e86405a90048ec815ca20f5_535) | | | | | | [253](#i7687b40c0e86405a90048ec815ca20f5_535) | | |

| [PART IV](#i7687b40c0e86405a90048ec815ca20f5_583) | | | | | | [254](#i7687b40c0e86405a90048ec815ca20f5_583) | | |

| [EXHIBIT INDEX](#i7687b40c0e86405a90048ec815ca20f5_592) | | | | | | [255](#i7687b40c0e86405a90048ec815ca20f5_592) | | |

| [SIGNATURES](#i7687b40c0e86405a90048ec815ca20f5_598) | | | | | | [259](#i7687b40c0e86405a90048ec815ca20f5_598) | | |

| 15 | | | [Loan Maturity Schedule](#i7687b40c0e86405a90048ec815ca20f5_220) | | | [105](#i7687b40c0e86405a90048ec815ca20f5_220) | | |

| 17 | | | [Auto Loan Portfolio by Geographic Region](#i7687b40c0e86405a90048ec815ca20f5_30786325582743) | | | [107](#i7687b40c0e86405a90048ec815ca20f5_30786325582743) | | |

| 19 | | | [Commercial Loans by Industry](#i7687b40c0e86405a90048ec815ca20f5_232) | | | [109](#i7687b40c0e86405a90048ec815ca20f5_232) | | |

| 20 | | | [Credit Score Distribution](#i7687b40c0e86405a90048ec815ca20f5_238) | | | [110](#i7687b40c0e86405a90048ec815ca20f5_238) | | |

| 21 | | | [30+ Day Delinquencies](#i7687b40c0e86405a90048ec815ca20f5_241) | | | [111](#i7687b40c0e86405a90048ec815ca20f5_241) | | |

| 25 | | | [Net Charge-Offs (Recoveries)](#i7687b40c0e86405a90048ec815ca20f5_253) | | | [114](#i7687b40c0e86405a90048ec815ca20f5_253) | | |

| 27 | | | [Liquidity Reserves](#i7687b40c0e86405a90048ec815ca20f5_274) | | | [117](#i7687b40c0e86405a90048ec815ca20f5_274) | | |

| [Supplemental Tables](#i7687b40c0e86405a90048ec815ca20f5_325): | | | | | | | | |

| A | | | [Net Charge-Offs](#i7687b40c0e86405a90048ec815ca20f5_328) | | | [127](#i7687b40c0e86405a90048ec815ca20f5_328) | | |

| | | | | | | | | |

| [PART I](#i288d751e91db44a88fdecf3956dfcf14_22) | | | | | | [4](#i288d751e91db44a88fdecf3956dfcf14_22) | | |

| | | | [Overview](#i288d751e91db44a88fdecf3956dfcf14_28) | | | [4](#i288d751e91db44a88fdecf3956dfcf14_31) | | |

| | | | [Competition](#i288d751e91db44a88fdecf3956dfcf14_46) | | | [7](#i288d751e91db44a88fdecf3956dfcf14_46) | | |

| [PART II](#i288d751e91db44a88fdecf3956dfcf14_70) | | | | | | [49](#i288d751e91db44a88fdecf3956dfcf14_70) | | |

| | | | [Capital Management](#i288d751e91db44a88fdecf3956dfcf14_214) | | | [83](#i288d751e91db44a88fdecf3956dfcf14_214) | | |

| | | | [Risk Management](#i288d751e91db44a88fdecf3956dfcf14_235) | | | [88](#i288d751e91db44a88fdecf3956dfcf14_235) | | |

| | | | [Credit Risk Profile](#i288d751e91db44a88fdecf3956dfcf14_238) | | | [94](#i288d751e91db44a88fdecf3956dfcf14_238) | | |

| | | | [Liquidity Risk Profile](#i288d751e91db44a88fdecf3956dfcf14_295) | | | [108](#i288d751e91db44a88fdecf3956dfcf14_295) | | |

| | | | [Market Risk Profile](#i288d751e91db44a88fdecf3956dfcf14_325) | | | [113](#i288d751e91db44a88fdecf3956dfcf14_325) | | |

| | | | [Supplemental Table](#i288d751e91db44a88fdecf3956dfcf14_340)s | | | [117](#i288d751e91db44a88fdecf3956dfcf14_340) | | |

| | | | [Glossary and Acronyms](#i288d751e91db44a88fdecf3956dfcf14_361) | | | [119](#i288d751e91db44a88fdecf3956dfcf14_361) | | |

| | | | [Consolidated Statements of Income](#i288d751e91db44a88fdecf3956dfcf14_382) | | | [135](#i288d751e91db44a88fdecf3956dfcf14_382) | | |

| | | | [Consolidated Balance Sheets](#i288d751e91db44a88fdecf3956dfcf14_388) | | | [137](#i288d751e91db44a88fdecf3956dfcf14_388) | | |

| | | | [Note 2—Business Combinations](#i288d751e91db44a88fdecf3956dfcf14_409) | | | [156](#i288d751e91db44a88fdecf3956dfcf14_409) | | |

| | | | [Note 3—Investment Securities](#i288d751e91db44a88fdecf3956dfcf14_412) | | | [157](#i288d751e91db44a88fdecf3956dfcf14_412) | | |

| | | | [Note 4—Loans](#i288d751e91db44a88fdecf3956dfcf14_418) | | | [160](#i288d751e91db44a88fdecf3956dfcf14_418) | | |

| | | | [Note 11—Stockholders’ Equity](#i288d751e91db44a88fdecf3956dfcf14_472) | | | [198](#i288d751e91db44a88fdecf3956dfcf14_472) | | |

| | | | [Note 16—Income Taxes](#i288d751e91db44a88fdecf3956dfcf14_487) | | | [208](#i288d751e91db44a88fdecf3956dfcf14_487) | | |

| [PART III](#i288d751e91db44a88fdecf3956dfcf14_526) | | | | | | [233](#i288d751e91db44a88fdecf3956dfcf14_526) | | |

| [PART IV](#i288d751e91db44a88fdecf3956dfcf14_571) | | | | | | [234](#i288d751e91db44a88fdecf3956dfcf14_571) | | |

| [EXHIBIT INDEX](#i288d751e91db44a88fdecf3956dfcf14_580) | | | | | | [235](#i288d751e91db44a88fdecf3956dfcf14_580) | | |

| [SIGNATURES](#i288d751e91db44a88fdecf3956dfcf14_583) | | | | | | [239](#i288d751e91db44a88fdecf3956dfcf14_583) | | |

| 15 | | | [Loan Maturity Schedule](#i288d751e91db44a88fdecf3956dfcf14_244) | | | [95](#i288d751e91db44a88fdecf3956dfcf14_244) | | |

| 17 | | | [Consumer Banking Portfolio by Geographic Region](#i288d751e91db44a88fdecf3956dfcf14_250) | | | [97](#i288d751e91db44a88fdecf3956dfcf14_250) | | |

| 19 | | | [Commercial Loans by Industry](#i288d751e91db44a88fdecf3956dfcf14_256) | | | [99](#i288d751e91db44a88fdecf3956dfcf14_256) | | |

| 20 | | | [Credit Score Distribution](#i288d751e91db44a88fdecf3956dfcf14_262) | | | [100](#i288d751e91db44a88fdecf3956dfcf14_262) | | |

| 21 | | | [30+ Day Delinquencies](#i288d751e91db44a88fdecf3956dfcf14_265) | | | [101](#i288d751e91db44a88fdecf3956dfcf14_265) | | |

| 25 | | | [Net Charge-Offs](#i288d751e91db44a88fdecf3956dfcf14_277) | | | [105](#i288d751e91db44a88fdecf3956dfcf14_277) | | |

| 27 | | | [Liquidity Reserves](#i288d751e91db44a88fdecf3956dfcf14_298) | | | [108](#i288d751e91db44a88fdecf3956dfcf14_298) | | |

| [Supplemental Table](#i288d751e91db44a88fdecf3956dfcf14_340)s: | | | | | | | | |

| A | | | [Net Charge-Offs](#i288d751e91db44a88fdecf3956dfcf14_343) | | | [117](#i288d751e91db44a88fdecf3956dfcf14_343) | | |

As a financial services company entrusted with the safeguarding of sensitive information, including sensitive personal information, we believe that a strong enterprise cybersecurity program is a vital component of effectively managing risks related to the confidentiality, integrity and availability of our [removed: data.][added: data, including information about us, our customers, transactions processed on our networks or on third-party networks on our behalf, or third parties with which we do business.]

While no organization can eliminate cybersecurity and technology risk entirely, we devote significant resources to a cybersecurity program designed to [removed: mitigate] [added: identify, assess and manage] such risks.

Our policies and procedures define an [removed: overall,] enterprise-wide approach for managing cybersecurity and technology risk.

Management also establishes processes designed to escalate, report, and address risks and deficiencies within different business [removed: lines, according to the requirements of our policies.]

Our policies and procedures collectively help execute a risk management approach designed to account for cybersecurity threats specifically targeting us, as well as those that may arise from our engagement with business partners, customers, service [removed: providers] [added: providers, network participants, including merchants] and other third parties.

For example, our third-party risk management policy is designed to help enable timely and effective identification, [removed: measurement,] [added: measurement] and management of third-party risks throughout the lifecycle of such relationships, which includes planning, due [removed: diligence] [added: diligence,] and third-party selection, contracting, risk-based [removed: monitoring,] [added: monitoring] and termination.

We also assess, [removed: identify,] [added: identify] and manage cybersecurity and technology risks associated with our merger and acquisition activities.

We also engage a number of external service providers with additional knowledge and capabilities in cybersecurity threat intelligence, [removed: detection,] [added: detection] and response.

When appropriate, we leverage partnerships with relevant government entities, law enforcement [removed: agencies,] [added: agencies] and industry information sharing forums, [added: such as the Financial Services Information Sharing and Analysis Center (“FS-ISAC”), to further inform our understanding of the threat environment and how to effectively defend the Company against such threats.]

| | | | [removed: 46] [added: 52] | | | Capital One Financial Corporation (COF) | | |

These defenses include, among other things, a range of cyber educational initiatives that we design and deliver to employees across the enterprise to promote best practices for protecting our information and data, and reporting cyber threats and other risks to corporate systems, [removed: data,] [added: data] and facilities.

We also maintain an Enterprise Cyber Response Plan (“ECRP”) designed to handle [removed: potential] [added: suspected] or actual cybersecurity events that could impact us and our personnel, data, [removed: systems] [added: systems, transactions processed on our networks, customers] and [removed: customers.][added: third parties with which we do business.]

The ECRP defines the roles and responsibilities of various teams, [removed: individuals,] [added: individuals] and stakeholders in performing this enterprise response, guides decision making for taking actions and escalations to our executive management and the Board of Directors, as appropriate, and helps to plan follow-on actions that seek to reduce the likelihood of similar events’ recurrence in the future.

We do not believe that risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, such as the 2019 Cybersecurity Incident, have materially affected our overall business strategy, results of [removed: operations,] [added: operations] or financial condition.

Risk Factors” under the headings [removed: *“We] [added: “We] face risks related to our operational, technological and organizational [removed: infrastructure*,*”*] [added: infrastructure”] and [removed: *“A] [added: “A] cyber-attack or other security incident on us or third parties (including their supply chains) with which we conduct business, including an incident that results in the theft, loss, manipulation or misuse of information (including personal information), or the disabling of systems and access to information critical to business operations, may result in increased costs, reductions in revenue, reputational damage, legal exposure and business [removed: disruptions.”*][added: disruptions.”]

The Risk Committee regularly receives reports from management on our cybersecurity and technology risk profile, [removed: and] key enterprise cybersecurity initiatives, and on any identified significant threats or incidents, or new risk developments, which, in the aggregate, are intended to present an overall view on the status of our cybersecurity program and the Company’s compliance with applicable legal and regulatory requirements.

- Chief Information Officer: The CIO oversees the establishment of appropriate governance, [removed: processes,] [added: processes] and accountabilities within each business area to comply with our internal policies.

| | | | [removed: 47] [added: 53] | | | Capital One Financial Corporation (COF) | | |

- The Executive Risk Committee: This committee provides a forum for our top management to have integrated discussions of risk management across the enterprise, including cybersecurity and technology risk, with the purpose of ensuring prioritization and awareness, encouraging [removed: alignment,] [added: alignment] and coordinating risk management activities among key executives.

lines, according to the requirements of our policies.

With respect to our recent acquisition of Discover, we have been actively integrating the Discover cybersecurity program into ours in accordance with our Framework, while continuing to identify, assess, and manage cybersecurity and technology risks that may arise as part of our ongoing integration processes.

See “Item 1A.

Risk Factors—Risks Relating to the Transaction and Integration of Discover” for more information.

He holds a degree in computer science from the Georgia Institute of Technology and a doctorate in computer security from the University of Cambridge.

such as the Financial Services Information Sharing and Analysis Center (“FS-ISAC”), to further inform our understanding of the threat environment and how to effectively defend the Company against such threats.

Our corporate and banking real estate portfolio consists of approximately [removed: 10.2] [added: 12.3] million square feet of owned or leased office and retail space, which is used to support our business.

Of this overall portfolio, approximately [removed: 8.4] [added: 10.4] million square feet of space is dedicated for various corporate office uses and approximately [removed: 1.8] [added: 1.9] million square feet of space is for bank branches and cafés.

Our [removed: 8.4] [added: 10.4] million square feet of corporate office space consists of approximately [removed: 5.9] [added: 7] million square feet of owned space and [removed: 2.5] [added: 3.4] million square feet of leased space.

We maintain corporate office space primarily in Virginia, New [removed: York and] [added: York,] Texas [added: and Illinois,] including our headquarters located in McLean, Virginia.

Our [removed: 1.8] [added: 1.9] million square feet for bank branches and cafés is located primarily across New York, Louisiana, Texas, Maryland, Virginia, New Jersey and the District of Columbia and consists of approximately [removed: 1.1] [added: 1.4] million square feet of leased space and [removed: 713 thousand square feet of owned space.]

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| | | | | | | | | |

| | | | 54 | | | Capital One Financial Corporation (COF) | | |

476 thousand square feet of owned space.

| | | | [removed: 48] [added: 55] | | | Capital One Financial Corporation (COF) | | |

Our common stock is listed on the NYSE and is traded under the symbol “COF.” As of January 31, [removed: 2025,] [added: 2026,] there were [removed: 8,201] [added: 39,599] holders of record of our common stock.

| | | | [removed: 49] [added: 56] | | | Capital One Financial Corporation (COF) | | |

The following graph shows the cumulative total stockholder return on our common stock compared to an overall stock market index, the S&P Composite 500 Stock Index (“S&P 500 Index”), and a published industry index, the S&P Financial Composite Index (“S&P Financial Index”), over the five-year period commencing December 31, [removed: 2019] [added: 2020] and ended December 31, [removed: 2024.][added: 2025.]

[removed: ][added: ]

| | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

| | | | [removed: 50] [added: 57] | | | Capital One Financial Corporation (COF) | | |

We did not have any sales of unregistered equity securities in [removed: 2024.][added: 2025.]

The following table presents information related to repurchases of shares of our common stock for each calendar month in the fourth quarter of [removed: 2024.][added: 2025.]

| | | | | | | Total Number of Shares Purchased(1) | | | | | | Average Price per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans(1) | | | | | | Maximum Amount That May Yet be Purchased Under the Publicly Announced Plans [removed: (1)] *(in millions)* | | |

[removed: (1)In April 2022,] [added: (1)On October 20, 2025,] our Board of Directors authorized the repurchase of up to [removed: $5.0] [added: $16] billion of shares of [removed: our] [added: the Company’s] common [removed: stock.][added: stock, effective October 21, 2025.]

There were [removed: 69,439] [added: 1,954, 77,361 and 14,507] shares withheld in [removed: November,] [added: October, November and December, respectively,] to cover taxes on restricted stock awards whose restrictions lapsed.

| | | | [removed: 51] [added: 58] | | | Capital One Financial Corporation (COF) | | |

| Capital One | | | | | | $ | 100.00 | | | | | $ | 149.28 | | | | | $ | 97.56 | | | | | $ | 140.79 | | | | | $ | 194.65 | | | | | $ | 268.00 | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 128.71 | | | | | | 105.40 | | | | | | 133.10 | | | | | | 166.40 | | | | | | 196.16 | | |

| S&P Financial Index | | | | | | 100.00 | | | | | | 135.04 | | | | | | 120.81 | | | | | | 135.49 | | | | | | 176.89 | | | | | | 203.47 | | |

| October | | | | | | 4,505,409 | | | | | | $ | 215.46 | | | | | 4,503,455 | | | | | | $ | 15,644 | |

| November | | | | | | 4,068,170 | | | | | | 214.24 | | | | | | 3,990,809 | | | | | | 14,789 | | |

| December | | | | | | 2,913,698 | | | | | | 232.77 | | | | | | 2,899,191 | | | | | | 14,114 | | |

| Total | | | | | | 11,487,277 | | | | | | 219.42 | | | | | | 11,393,455 | | | | | | | | |

This new authorization replaces the Company’s prior authorization to repurchase its common stock approved by our Board of Directors in April 2022.

During the fourth quarter, we repurchased $614 million under the prior authorization and $1.9 billion under the new authorization.

| Capital One | | | | | | $ | 100.00 | | | | | $ | 97.32 | | | | | $ | 145.28 | | | | | $ | 94.95 | | | | | $ | 137.03 | | | | | $ | 189.44 | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 118.40 | | | | | | 152.39 | | | | | | 124.79 | | | | | | 157.59 | | | | | | 197.02 | | |

| S&P Financial Index | | | | | | 100.00 | | | | | | 98.31 | | | | | | 132.75 | | | | | | 118.77 | | | | | | 133.20 | | | | | | 173.90 | | |

| October | | | | | | 402,507 | | | | | | $ | 155.40 | | | | | 402,507 | | | | | | $ | 4,121 | |

| November | | | | | | 414,445 | | | | | | 179.40 | | | | | | 345,006 | | | | | | 4,058 | | |

| December | | | | | | 129,962 | | | | | | 187.79 | | | | | | 129,962 | | | | | | 4,034 | | |

| Total | | | | | | 946,914 | | | | | | 170.35 | | | | | | 877,475 | | | | | | | | |

Disclosure controls and procedures refer to controls and other procedures designed to provide reasonable assurance that information required to be disclosed in our financial reports is recorded, processed, summarized and reported within the time periods specified by SEC rules and forms and that such information is accumulated and communicated to management, including our [removed: Chief Executive Officer (“CEO”)] [added: CEO] and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding our required disclosure.

As required by Rule 13a-15 of the Securities Exchange Act of 1934 (“Exchange Act”), our management, including the CEO and CFO, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of December 31, [removed: 2024,] [added: 2025,] the end of the period covered by this Report.

Based upon that evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2024,] [added: 2025,] at a reasonable level of assurance, in recording, processing, summarizing and reporting information required to be disclosed within the time periods specified by the SEC rules and forms.

[removed: There] [added: Other than those related to the Transaction, there] have been no changes in [added: our] internal control over financial reporting [added: during] that occurred in the fourth quarter of [removed: 2024] [added: 2025] that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

As a result of the Transaction, we are in the process of incorporating Discover into our internal control over financial reporting.

As permitted by the SEC, we have excluded Discover from our evaluation of the effectiveness of internal control over financial reporting as of December 31, 2025.

See “Item 8.

Financial Statements and Supplementary Data—Note 2—Business Combinations and Discontinued Operations” for further information.

As permitted by the SEC, management’s assessment of and conclusion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, did not include the internal controls of Discover, which was acquired by the Company on May 18, 2025.

Discover’s businesses constituted approximately 21% of total assets and 20% of total net revenues as of and for the year ended December 31, 2025.

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| | | | 252 | | | Capital One Financial Corporation (COF) | | |

During the three months ended December 31, [removed: 2024, no director or officer] [added: 2025, certain] of [removed: the Company] [added: our directors and officers] adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation [removed: S-K.][added: S-K as follows:]

Robert M.

Alexander, our Chief Information Officer, entered into a pre-arranged stock trading plan on October 29, 2025.

Mr. Alexander’s plan provides for the associated sale of up to 8,241 shares of Capital One common stock in amounts and prices set forth in the plan and terminates on the earlier of the date all shares under the plan are sold and October 23, 2026.

Neal Blinde, our President, Commercial Banking, entered into a pre-arranged stock trading plan on November 14, 2025.

Mr. Blinde’s plan provides for the associated sale of up to 36,488 shares of Capital One common stock, in amounts and prices set forth in the plan and terminates on the earlier of the date all shares under the plan are sold and August 17, 2026.

Jason P.

Hanson, our President, Global Payment Network, entered into a pre-arranged stock trading plan on November 14, 2025.

Mr. Hanson’s plan provides for the associated sale of up to 11,937.89 shares of Capital One common stock, in amounts and prices set forth in the plan and terminates on the earlier of the date all shares under the plan are sold and May 27, 2026.

Mark Daniel Mouadeb, our President of Card, entered into a pre-arranged stock trading plan on November 14, 2025.

Mr. Mouadeb’s plan provides for the associated sale of up to 7,832 shares of Capital One common stock in amounts and prices set forth in the plan and terminates on the earlier of the date all shares under the plan are sold and December 31, 2026.

Each of the trading plans was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and Capital One’s policies regarding transactions in its securities.

| | | | [removed: 232] [added: 253] | | | Capital One Financial Corporation (COF) | | |

The information required by Item 10 will be included in our Proxy Statement for the [removed: 2025] [added: 2026] Annual Stockholder Meeting (“Proxy Statement”) under the headings “Election of Directors,” “Executive Officers,” “Process for Stockholder Recommendations of Director Candidates; [removed: Directors] [added: Director] Nominations from Stockholders,” [added: “Delinquent Section 16(a) Reports”] and “Board Committees,” and is incorporated herein by reference.

The Proxy Statement will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days of the end of our [removed: 2024] [added: 2025] fiscal year.

We maintain insider trading policies and procedures governing the purchase, [removed: sale,] [added: sale] and/or other dispositions of our company’s securities by directors, officers, employees and other covered persons that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as New York Stock Exchange (“NYSE”) listing standards.

The information required by Item 14 will be included in the Proxy Statement under the heading “Ratification of the Selection of [added: Ernst & Young LLP as] Our Independent Registered Public Accounting [removed: Firm,”] [added: Firm for 2026,”] and is incorporated herein by reference.

| | | | [removed: 233] [added: 254] | | | Capital One Financial Corporation (COF) | | |

Consolidated Statements of Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

| | | | [removed: 234] [added: 255] | | | Capital One Financial Corporation (COF) | | |

DATED DECEMBER 31, [removed: 2024][added: 2025]

References to (i) the “2002 Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002, filed on March 17, 2003; (ii) the “2003 Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed on March 5, 2004; (iii) the “2011 Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 28, 2012; (iv) the “2012 Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 28, 2013; (v) the “2013 Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 27, 2014; (vi) the “2015 Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 25, 2016; (vii) the “2016 Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 23, 2017; [removed: (ix) t] [added: (viii)] the [removed: “2021] [added: “2022] Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2021,] [added: 2022,] filed on February [removed: 25, 2022; (x)] [added: 24, 2023, and (ix)] the [removed: “2022] [added: “2023] Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2022,] [added: 2023,] filed on February [removed: 24, 2023, and (xi)] [added: 23, 2024, (x)] the [removed: “2023] [added: “2024] Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] filed on February [removed: 23, 2024.][added: 20, 2025.]

| | | | [removed: 235] [added: 256] | | | Capital One Financial Corporation (COF) | | |

| 4.3* | | | | | | [Description of Securities Registered Under Section 12 of the Exchange [removed: Act.](https://www.sec.gov/Archives/edgar/data/927628/000092762825000092/cof-12312024x10kxex43.htm)] [added: Act.](https://www.sec.gov/Archives/edgar/data/927628/000092762826000024/cof-12312025x10kxex43.htm)] | | |

| [removed: 10.2.2+] [added: 10.2.11+] | | | | | | [Form of [removed: Nonstatutory] [added: Restricted] Stock [removed: Option] [added: Unit] Award [removed: Agreement] [added: Agreements] granted to our executive officers under the Amended and Restated 2004 Stock Incentive Plan on February [removed: 4, 2016 (incorporated] [added: 1, 2024](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10227.htm) [(incorporated] by reference to Exhibit [removed: 10.2.17] [added: 10.2.27] of the [removed: 2015] [added: 2023] Form [removed: 10-K).](https://www.sec.gov/Archives/edgar/data/927628/000092762816000140/cof-12312015x10xkxex10217.htm)] [added: 10-K).](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10227.htm)] | | |

| [removed: 10.2.3+] [added: 10.2.2+] | | | | | | [Nonstatutory Stock Option Award Agreement, dated February 2, 2017, by and between Capital One Financial Corporation and Richard D. Fairbank under the Amended and Restated 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.2.19 of the 2016 Form 10-K)](https://www.sec.gov/Archives/edgar/data/927628/000092762817000115/cof-12312016x10kxex10219.htm). | | |

| [removed: 10.2.4+] [added: 10.2.12+] | | | | | | [Form of [removed: Nonstatutory Stock Option] [added: Performance Unit] Award [removed: Agreement] [added: Agreements] granted to our executive officers under the [removed: Third] Amended and Restated 2004 Stock Incentive Plan on February [removed: 2, 2017] [added: 1, 2024] (incorporated by reference to Exhibit [removed: 10.2.19] [added: 10.2.28] of the [removed: 2016] [added: 2023] Form [removed: 10-K).](https://www.sec.gov/Archives/edgar/data/927628/000092762817000115/cof-12312016x10kxex10219.htm)] [added: 10-K).](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10228.htm)] | | |