What is the main purpose of this 8-K filing?

The main purpose of this 8-K filing is to announce that Capital One has filed a prospectus supplement. This supplement registers a specific number of shares that may be offered and sold by ING Groep N.V., a selling stockholder.

Are these new shares being issued by Capital One?

No, these are not newly issued shares from Capital One. These shares are being registered for potential sale by ING Groep N.V., which is a party to a prior Shareholders Agreement with Capital One.

Does this filing indicate that ING Groep N.V. is selling its shares now?

This filing registers the shares for potential sale by ING Groep N.V.; it does not confirm that the sale has occurred or is imminent. It provides the legal framework for a future offering or sale of these shares.

What is the significance of the Shareholders Agreement with ING?

The Shareholders Agreement, entered into on February 17, 2012, is the basis for ING Groep N.V.'s ability to register and potentially sell these shares. This filing is a step to fulfill obligations or provisions of that agreement.

CAPITAL ONE FINANCIAL CORP 8-K SEC Disclosure

Summary

Capital One Financial Corporation (COF) filed an 8-K on May 17, 2012, primarily to report the filing of a prospectus supplement. This supplement registers 54,028,086 shares of common stock that may be offered or sold by ING Groep N.V., identified as the selling stockholder. This action is in accordance with a Shareholders Agreement previously entered into by COF and ING Groep N.V. on February 17, 2012. The filing is part of a larger shelf registration statement on Form S-3. Investors should note that this 8-K does not contain new financial results or material operational updates, but rather procedural steps related to a previous agreement and the potential future sale of shares by ING. The company also included an opinion from its legal counsel, Gibson, Dunn & Crutcher LLP, regarding the validity of these shares.

Key Highlights

1Capital One filed a prospectus supplement to register 54,028,086 shares of common stock.
2ING Groep N.V. is identified as the selling stockholder for these shares.
3The registration of shares is in accordance with a Shareholders Agreement between Capital One and ING Groep N.V. dated February 17, 2012.
4The prospectus supplement is part of a Form S-3 shelf registration statement filed earlier.
5This filing does not contain new financial results or operational updates.
6An opinion from Gibson, Dunn & Crutcher LLP regarding the validity of the shares was filed as an exhibit.

CAPITAL ONE FINANCIAL CORP 8-K Report, Corporate Update (May 17, 2012)

Summary

Key Highlights

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