8-KFiled Aug 31, 8:00 PM ET

Capital One Financial Corp Eliminates and Redeems Series M Preferred Stock

$COF · CAPITAL ONE FINANCIAL CORP

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Capital One Financial Corp Eliminates and Redeems Series M Preferred Stock

What Happened

  • Capital One Financial Corporation announced on September 1, 2026 that it filed a Certificate of Elimination with the Delaware Secretary of State removing the Series M class from its Restated Certificate of Incorporation. The Series M is the "Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series M."
  • The company states that all outstanding shares of the Series M Preferred Stock were redeemed on September 1, 2026 in accordance with the terms of the Certificate of Designations (dated June 9, 2021). A copy of the Certificate of Elimination is attached as Exhibit 3.1 to the 8‑K.

Key Details

  • Filing date: September 1, 2026 (Certificate of Elimination filed with Delaware).
  • Series designation: Fixed Rate Reset Non‑Cumulative Perpetual Preferred Stock, Series M.
  • Certificate of Designations establishing Series M: dated June 9, 2021.
  • All outstanding Series M shares were redeemed on September 1, 2026 per the terms of the original designation.

Why It Matters

  • For investors, this means the Series M preferred shares no longer exist outstanding and the company completed the contractual redemption of those securities.
  • The action removes the Series M provisions from Capital One’s charter, which affects the company’s capital structure by eliminating that preferred share class.
  • The filing provides a formal record (the Certificate of Elimination) for shareholders and the market; details on redemption price or cash impact were not provided in this 8‑K.