Capital One Financial (COF) risk factors: FY2025 10-K

Item 1A of the 10-K for the period ending 2025-12-31, filed 2026-02-19. 34 risk factor headings as filed. Read Item 1A in full · The whole 10-K · What changed since FY2024

8new since FY2024
2reworded
5removed
24unchanged

Headings mentioning a theme: Tariffs 0 · AI 1 · Cybersecurity 1 · China 0 · Interest rates 1. Compare across the S&P 500.

Risks Relating to the Transaction and Integration of Discover

4
  1. 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.new
  2. We will continue to incur substantial expenses related to the integration of Discover, and the expenses may be greater than anticipated due to factors, some or all of which may be outside our control.new
  3. 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 control.reworded
  4. 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.new

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General Economic and Market Risks

4
  1. Changes and instability in the macroeconomic environment could disrupt capital markets, reduce consumer and business activity and weaken the labor market, all of which could impact borrowers’ ability to service their debt obligations and adversely impact our financial results.
  2. Fluctuations in interest rates could adversely affect our business, results of operations and financial condition.Interest rates
  3. We may not be able to maintain adequate sources of funding and liquidity to operate our business.
  4. We may experience increases in delinquencies and credit losses, or we may incorrectly estimate expected losses, which could result in inadequate reserves.

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Capital and Liquidity Risk

3
  1. We may not be able to maintain adequate capital or liquidity levels or may become subject to revised capital or liquidity requirements, which could have a negative impact on our financial results and our ability to return capital to our stockholders.
  2. Limitations on our ability to receive dividends from our subsidiaries could affect our liquidity and ability to pay dividends and repurchase our common stock.
  3. A downgrade in our credit ratings could significantly impact our liquidity, funding costs and access to the capital markets.

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Operational Risk

4
  1. We face risks related to our operational, technological and organizational infrastructure.
  2. 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 disruptions.Cybersecurity
  3. We face risks resulting from the extensive use of models and data, as well as from our evolving use of AI.AI
  4. 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.new

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Legal and Regulatory Risk

3
  1. Compliance with new and existing domestic and foreign laws, regulations and regulatory expectations is costly and complex, and any significant changes may adversely affect our business.
  2. Our required compliance with applicable laws and regulations related to privacy, data protection and data security, in addition to compliance with our own privacy policies and contractual obligations to third parties, may increase our costs, reduce our revenue, increase our legal exposure and limit our ability to pursue business opportunities.
  3. Our businesses are subject to the risk of increased litigation, government investigations and regulatory enforcement.

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Other Business Risks

16
  1. We face intense competition in all of our markets, which could have a material adverse effect on our business and results of operations.
  2. 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.new
  3. 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.new
  4. Our business, financial condition and results of operations may be adversely affected by legislation, regulation and merchants’ efforts to reduce the fees (including the interchange component) charged by credit and debit card networks and acquirers to facilitate card transactions.reworded
  5. 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.new
  6. 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.new
  7. If we are not able to invest successfully in and introduce digital and other technological developments across all our businesses, our financial performance may suffer.
  8. We may fail to realize the anticipated benefits of our mergers, acquisitions and strategic partnerships.
  9. Reputational risk and social factors may impact our results and damage our brand.
  10. If we are not able to protect our intellectual property rights, or we violate third-party intellectual property rights, our revenue and profitability could be negatively affected.
  11. Our risk management strategies may not be fully effective in mitigating our risk exposures in all market environments or against all types of risk.
  12. Our business could be negatively affected if we are unable to attract, develop, retain and motivate key senior leaders and skilled employees.
  13. We face risks from catastrophic events.
  14. Climate change manifesting as physical or transition risks could adversely affect our businesses, operations and customers and result in increased costs.
  15. We face risks from the use of or changes to assumptions or estimates in our financial statements.
  16. The soundness of other financial institutions and other third parties, actual or perceived, could adversely affect us.

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No longer in Item 1A

5

Headings in the FY2024 10-K with no match this year.

  1. 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.
  2. We expect to incur substantial expenses related to the Transaction and to the integration of Discover, and the expenses may be greater than anticipated due to unexpected events.
  3. Our future results may suffer if we do not effectively manage our expanded operations following the Transaction.
  4. While the Transaction is pending, we will be subject to business uncertainties and contractual restrictions that could adversely affect our business and operations.
  5. 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.

Headings are the lines of Item 1A set wholly in bold or italics, as the parser reads them, without the introductory paragraph that opens the section. A heading is new when no heading in the prior 10-K matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. Source: the filing on sec.gov.