UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
October 18, 2021
Date of Report (Date of earliest event reported)
CAPITAL ONE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 001-13300 | 54-1719854 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1680 Capital One Drive, McLean, Virginia | 22102 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (703) 720-1000
(Not applicable)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: |
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
Common Stock (par value $.01 per share) | COF | New York Stock Exchange |
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series G | COF PRG | New York Stock Exchange |
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series H | COF PRH | New York Stock Exchange |
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series I | COF PRI | New York Stock Exchange |
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series J | COF PRJ | New York Stock Exchange |
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series K | COF PRK | New York Stock Exchange |
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series L | COF PRL | New York Stock Exchange |
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series N | COF PRN | New York Stock Exchange |
0.800% Senior Notes Due 2024 | COF24 | New York Stock Exchange |
1.650% Senior Notes Due 2029 | COF29 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On October 18, 2021, Capital One Financial Corporation (the “Company”) issued a press release announcing that it will redeem all outstanding shares of its Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series G, $0.01 par value per share (“Series G Preferred Stock”) and the corresponding depositary shares representing fractional interests in the Series G Preferred Stock (“Series G Depositary Shares”).
The Series G Depositary Shares (NYSE: COF PRG, CUSIP: 14040H865), each representing a 1/40th interest in a share of Series G Preferred Stock, will be redeemed simultaneously with the redemption of the Series G Preferred Stock at a redemption price of $25 per depositary share (equivalent to $1,000 per share of preferred stock). All 24,000,000 outstanding Series G Depositary Shares will be redeemed on December 1, 2021.
The Company also announced that it will redeem all outstanding shares of its Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series H, $0.01 par value per share (“Series H Preferred Stock”) and the corresponding depositary shares representing fractional interests in the Series H Preferred Stock (“Series H Depositary Shares”).
The Series H Depositary Shares (NYSE: COF PRH, CUSIP: 14040H840), each representing a 1/40th interest in a share of Series H Preferred Stock, will be redeemed simultaneously with the redemption of the Series H Preferred Stock at a redemption price of $25 per depositary share (equivalent to $1,000 per share of preferred stock). All 20,000,000 outstanding Series H Depositary Shares will be redeemed on December 1, 2021.
When, as and if the payment of dividends on the outstanding shares of the Series G Preferred Stock and Series H Preferred Stock is declared by the Board of Directors of the Company, or an authorized committee thereof, such dividends will be paid separately on December 1, 2021 to holders of record of such series as of the date specified in such dividend declaration in the customary manner. On and after the redemption date, all dividends on the shares of Series G Preferred Stock and Series H Preferred Stock will cease to accrue.
A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description |
99.1 | Press Release, dated October 18, 2021 |
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
CAPITAL ONE FINANCIAL CORPORATION | ||||
Date: October 18, 2021 | By: | /s/ Matthew W. Cooper | ||
Matthew W. Cooper | ||||
General Counsel |
2