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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

May 24, 2024

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 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. ☐

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Item 8.01    Other Events.

On May 24, 2024, Capital One Financial Corporation (the “Company”) announced that the credit card partnership agreement (the “CCPA”) under which Capital One had been the exclusive issuer of Walmart’s private label and co-branded credit card program in the U.S. (the “Card Program”) has ended. Pursuant to the terms of the CCPA, Capital One will retain ownership and servicing of the existing credit card portfolio of approximately $8.5 billion of loans. Approximately 40% of the credit card loan balances were originated and underwritten by Capital One. The Company expects to begin converting eligible customers and integrating the accounts into Capital One branded card products.

The CCPA included terms and conditions related to revenue sharing and loss sharing associated with the Card Program. As part of the termination, the revenue sharing and loss sharing arrangements also terminated.

If the loss sharing arrangement had not been in place for the first quarter of 2024, the Domestic Card net charge-off rate would have been approximately 45 basis points higher and our allowance for credit losses would have been approximately $850 million higher. If the revenue sharing arrangement had not been in place for the first quarter of 2024, Domestic Card revenue margin would have been approximately 45 basis points higher.

A copy of the joint press release issued by the Company and Walmart is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Cautionary Statements Regarding Forward Looking Statements

The information provided in this Form 8-K contains forward-looking statements, which involve a number of risks and uncertainties. The Company cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information due to a number of factors, including those listed from time to time in reports that the Company files with the Securities and Exchange Commission, including, but not limited to, the Annual Report on Form 10-K for the year ended December 31, 2023. In addition, these statements do not represent the Company’s current expectations regarding future results of operations or financial condition. Forward-looking statements speak only as of the date made. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Item 9.01    Financial Statements and Exhibits.

 

(d) Exhibits

Exhibit No.						Description
99.1						Press Release, dated May 24, 2024
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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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: May 24, 2024

By:

/s/ Matthew W. Cooper

Matthew W. Cooper

General Counsel and Corporate Secretary

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