8-KCorporate ChangesExhibits & Filings

CAPITAL ONE FINANCIAL CORP 8-K Report, Bylaw Amendment (Sep 1, 2026)

Filed September 1, 2026For Securities:COFCOF-PLCOF-PICOF-PKCOF-PNCOF-PJ

Summary

Capital One Financial Corporation (COF) has filed a Certificate of Elimination with the State of Delaware on September 1, 2026, effectively removing all provisions related to its Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series M (Series M Preferred Stock) from its Restated Certificate of Incorporation. This action is a direct result of the redemption of all outstanding shares of the Series M Preferred Stock on the same date, as stipulated by the terms of its original Certificate of Designations. This move simplifies the company's capital structure by eliminating a specific class of preferred stock.

Key Highlights

  • 1Elimination of Series M Preferred Stock provisions from Capital One's Certificate of Incorporation.
  • 2All outstanding shares of Series M Preferred Stock were redeemed on September 1, 2026.
  • 3The redemption and elimination align with the terms outlined in the Certificate of Designations for the Series M Preferred Stock.
  • 4This action simplifies the company's capital structure by removing a specific class of preferred equity.
  • 5The filing is a standard procedural step following the redemption of preferred stock.

Frequently Asked Questions

For investors, the primary impact is a simplification of Capital One's capital structure. The Series M Preferred Stock is no longer a component of the company's outstanding securities, and its associated rights and terms are removed from the corporate charter.

This filing is unlikely to have a direct, immediate impact on common shareholders. It primarily relates to the elimination of a specific class of preferred stock that has already been redeemed. The removal of this class could potentially lead to a slightly cleaner capital structure which is generally viewed positively.

The Series M Preferred Stock was a class of Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock. Its specific terms and rights were detailed in a Certificate of Designations dated June 9, 2021. All shares of this series have now been redeemed by Capital One.

A Certificate of Elimination, in this context, is a legal document filed with the state of Delaware to formally remove provisions pertaining to the Series M Preferred Stock from Capital One's Restated Certificate of Incorporation, now that all shares of that series have been redeemed.