Capital One Financial Corporation

    COF$K ·NYSE ·National Commercial Banks ·Inc. in DE
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    Item 1. Business
    General
    Capital One Financial Corporation, a Delaware corporation established in 1994 and headquartered in McLean, Virginia, is a diversified financial services holding company with banking and non-banking subsidiaries. Capital One Financial Corporation and its subsidiaries (the “Company” or “Capital One”) operate as a global payments provider and diversified financial institution, delivering a broad array of financial products and services to consumers, small businesses and commercial clients through digital channels, branch locations, cafés and other distribution channels.
    As of December 31, 2025, Capital One Financial Corporation’s principal operating subsidiary was Capital One, National Association (“CONA”). On May 18, 2025 (the “Closing Date”), Discover Financial Services (“Discover”) merged into Capital One and Discover Bank merged into CONA. See “Part II—Item 8. Financial Statements and Supplementary Data—Note 2—Business Combinations and Discontinued Operations” for additional information. The Company is hereafter collectively referred to as “we,” “us” or “our.” CONA is referred to as the “Bank.”
    References to “this Report” or our “2025 Form 10-K” or “2025 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. All references to 2025, 2024 and 2023, refer to our fiscal years ended, or the dates, as the context requires, December 31, 2025, December 31, 2024 and December 31, 2023, respectively. Certain business terms used in this document are defined in “Part II—Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)—Glossary and Acronyms” and should be read in conjunction with the Consolidated Financial Statements included in this Report.
    We were the largest issuer of credit cards in the United States of America (“U.S.”) based on the outstanding balance of credit card loans as of December 31, 2025. In addition to credit cards, we also offer debit cards, bank lending, treasury management and depository services, auto loans and other consumer lending products in markets across the U.S. As one of the nation’s largest banks based on deposits as of December 31, 2025, we service banking customer accounts through digital channels and our network of branch locations, cafés, call centers and automated teller machines (“ATMs”). Additionally, through the acquisition of Discover, we acquired new products including personal loans as well as the Discover Network, the PULSE Network, Diners Club International (“Diners Club”) and Network Partners (collectively, the “Global Payment Network”).
    The Discover Network processes transactions for credit and debit cards issued on its network and provides payment transaction processing and settlement services. The PULSE Network operates an electronic funds transfer network, providing financial institutions issuing debit cards on the PULSE Network with access to ATMs domestically and internationally, as well as merchant acceptance throughout the U.S. for debit card transactions. Diners Club is a global payments network of licensees, which are generally financial institutions, that issue Diners Club-branded charge cards and/or provide card acceptance services. We also have agreements with a number of financial institutions, financial technology firms, networks and other commercial service providers (collectively, “Network Partners”) for the provision of card issuing, payments processing and related services on the Global Payment Network.
    We also offer credit card products and certain other services outside of the U.S. principally through Capital One (Europe) plc (“COEP”), an indirect subsidiary of CONA organized and located in the United Kingdom (“U.K.”), and through a branch of CONA in Canada. Both COEP and our Canadian branch of CONA have the authority to provide credit card loans. In addition, we offer Global Payment Network services globally.
    Business Developments
    We regularly explore and evaluate opportunities to acquire financial products and services as well as financial assets, including credit card and other loan portfolios, and enter into strategic partnerships as part of our growth strategy. We also explore opportunities to acquire technology companies and related assets to improve our information technology infrastructure and to deliver on our digital strategy. We may issue equity or debt to fund our acquisitions. In addition, we regularly consider the potential disposition of certain of our assets, branches, partnership agreements or lines of business.

    4
    Capital One Financial Corporation (COF)

    Discover Acquisition
    On February 19, 2024, the Company entered into an agreement and plan of merger (the “Merger Agreement”), by and among Capital One, Discover, a Delaware corporation and Vega Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub”). On May 18, 2025, the Company closed the acquisition of Discover, pursuant to which (a) Merger Sub merged with and into Discover, with Discover as the surviving entity in the merger (the “Merger”); (b) immediately following the Merger, Discover, as the surviving entity, merged with and into Capital One, with Capital One as the surviving entity in the second-step merger (the “Second Step Merger”); and (c) immediately following the Second Step Merger, Discover Bank, a Delaware-chartered and wholly owned subsidiary of Discover, merged with and into CONA, with CONA as the surviving entity in the merger (the “CONA Bank Merger,” and collectively with the Merger and the Second Step Merger, the “Transaction”). The Transaction enables the Company to leverage its newly acquired networks, customer base, technology, and data ecosystem to drive value for merchants, consumers and small businesses. The Company has substantially completed the reissuance of legacy Capital One customer debit cards onto the Global Payment Network.
    Upon closing, each share of common stock of Discover outstanding immediately prior to the effective time of the Merger, other than certain shares held by Discover or Capital One, was converted into the right to receive 1.0192 shares of common stock of Capital One. Holders of Discover common stock received cash in lieu of fractional shares. At the effective time of the Second Step Merger, each share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C, of Discover, and each share of 6.125% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series D, of Discover, in each case outstanding immediately prior to the effective time of the Second Step Merger, was converted into the right to receive a share of newly created Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series O or 6.125% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series P of Capital One.
    As of the Closing Date, the fair value of purchase consideration transferred was $51.8 billion. The fair value of total identifiable assets acquired was $168.6 billion, which included $108.2 billion of loans held for investment. The fair value of deposits assumed was $106.9 billion. Our results of operations for the year ended December 31, 2025 reflect the activity of Discover’s acquired business operations for the period since the Closing Date. See “Part II—Item 8. Financial Statements and Supplementary Data—Note 2—Business Combinations and Discontinued Operations” for additional information.
    On November 24, 2025, we completed the sale of the Discover Home Loan Business. See “Part II—Item 8. Financial Statements and Supplementary Data—Note 2—Business Combinations and Discontinued Operations” for additional information.
    Agreement to Acquire Brex
    On January 22, 2026, Capital One Financial Corporation entered into an Agreement and Plan of Merger and Reorganization (the “Brex Merger Agreement”) with Brex Inc., a Delaware corporation (“Brex”), and certain other parties thereto, pursuant to which, upon the terms and subject to the conditions set forth therein, the Company will acquire Brex (the “Brex Transaction”). The completion of the Brex Transaction is subject to the satisfaction of customary closing conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
    Pursuant to the terms and subject to the conditions set forth in the Brex Merger Agreement, the Company will acquire the outstanding equity of Brex for $5.15 billion in aggregate consideration, subject to certain adjustments described in the Brex Merger Agreement, consisting of approximately $2.58 billion in cash and approximately 10.6 million shares of common stock of Capital One.

    5
    Capital One Financial Corporation (COF)

    Additional Information
    Our common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “COF” and is included in the Standard & Poor’s (“S&P”) 100 Index. We maintain a website at www.capitalone.com. Documents available under “Governance & Leadership” in the Investor Relations section of our website include:
    our Certificate of Incorporation, Bylaws, Corporate Governance Guidelines and Code of Conduct; and
    charters for the Audit, Compensation, Governance and Nominating and Risk Committees of the Board of Directors.
    These documents also are available in print to any stockholder who requests a copy. We intend to disclose any future amendments to, or waivers from, our Code of Conduct on the website following the date of any such amendment or waiver.
    In addition, we make available free of charge through our website all of our U.S. Securities and Exchange Commission (“SEC”) filings, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after electronically filing or furnishing such material to the SEC at www.sec.gov. We also routinely post financial and other information, which could be deemed to be material to investors, on our investor relations website. The content of any of our websites referred to in this Report is not incorporated by reference into this Report or any other filings with the SEC.


    6
    Capital One Financial Corporation (COF)

    Our consolidated total net revenues are derived primarily from lending to consumer and commercial customers net of funding costs associated with our deposits, long-term debt and other borrowings. We also earn non-interest income which primarily consists of discount and interchange income, net of reward expenses, and service charges and other customer-related fees. Our expenses primarily consist of the provision for credit losses, operating expenses, marketing expenses and income taxes.
    Our principal operations are organized for management reporting purposes into three major business segments, which are defined primarily based on the products and services provided or the types of customers served: Credit Card, Consumer Banking and Commercial Banking. The operations of acquired businesses have been integrated into or managed as a part of our existing business segments. Certain activities that are not part of a business segment are included in the Other category, such as the management of our corporate investment portfolio and asset/liability positions performed by our centralized Corporate Treasury group and any residual tax expense or benefit beyond what is assessed to our business segments in order to arrive at the consolidated effective tax rate. The Other category also includes unallocated corporate expenses that do not directly support the operations of the business segments or for which the business segments are not considered financially accountable in evaluating their performance, such as certain restructuring charges, integration expenses and certain liabilities incurred by Discover ahead of the Transaction.
    Credit Card: Consists of our domestic consumer card lending, personal loans, domestic small business card lending and international card businesses in the U.K. and Canada.
    Consumer Banking: Consists of our deposit gathering and lending activities for consumers and small businesses, national auto lending and services offered by the Global Payment Network.
    Commercial Banking: Consists of our lending, deposit gathering, capital markets and treasury management services to commercial real estate and commercial and industrial customers. Our customers typically include companies with annual revenues between $20 million and $2 billion.
    The results related to the acquired Home Loan business have been reflected as discontinued operations. As such, the related results have been excluded from continuing operations and business segment result.
    Customer usage and payment patterns, estimates of future expected credit losses, levels of marketing expense and operating efficiency all affect our profitability. In our Credit Card business, we generally experience fluctuations in purchase volume and the level of outstanding loan receivables from seasonal variances in consumer spending and payment patterns which, for example, have historically been the highest around the winter holiday season. Net charge-off rates for our credit card loan portfolio have historically exhibited seasonal patterns as well and generally tend to be the highest in the first quarter of the year.
    The Global Payment Network earns fees, which are paid by network participants (primarily acquirers, merchants and issuers), for transactions on the Global Payment Network. Additionally, for transactions on Bank-issued credit and debit cards processed on the Global Payment Network, a portion of the amount that merchants pay to the Global Payment Network is passed through to the Bank. The Bank is also an issuer of credit and debit cards that use other networks, and for these cards the Bank earns interchange fees, which are paid by merchants, when customers use its cards.
    For additional information on our business segments, including the financial performance of each business, see “Part II—Item 7. MD&A—Executive Summary,” “Part II—Item 7. MD&A—Business Segment Financial Performance” and “Part II—Item 8. Financial Statements and Supplementary Data—Note 18—Business Segments and Revenue from Contracts with Customers” of this Report.
    7
    Capital One Financial Corporation (COF)

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    Financial statements

    data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .

    From 10-K filed 2026-02-19 (period ending 2025-12-31).

    Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)
    This discussion contains forward-looking statements that are based upon management’s current expectations and are subject to significant uncertainties and changes in circumstances. Please review “Part I—Item 1. Business—Forward-Looking Statements” for more information on the forward-looking statements in this Report. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements. Our actual results may differ materially from those included in these forward-looking statements due to a variety of factors including, but not limited to, those described in “Part I—Item 1A. Risk Factors” in this Report. Unless otherwise specified, references to notes to our consolidated financial statements refer to the notes to our consolidated financial statements as of December 31, 2025 included in this Report.
    Management monitors a variety of key indicators to evaluate our business results and financial condition. The following MD&A is intended to provide the reader with an understanding of our results of operations and financial condition, including capital and liquidity management, by focusing on changes from year to year in certain key measures used by management to evaluate performance, such as profitability, growth and credit quality metrics. MD&A is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements as of and for the year ended December 31, 2025 and accompanying notes. MD&A is organized in the following sections:
    •   Selected Financial Data
     •   Capital Management
    •   Executive Summary  •   Risk Management
    •   Consolidated Results of Operations •   Credit Risk Profile
    •   Consolidated Balance Sheets Analysis •   Liquidity Risk Profile
    •   Off-Balance Sheet Arrangements •   Market Risk Profile
    •   Business Segment Financial Performance •   Supplemental Tables
    •   Critical Accounting Policies and Estimates •   Glossary and Acronyms
    •   Accounting Changes and Developments
    59
    Capital One Financial Corporation (COF)

    The following table presents selected consolidated financial data and performance metrics for the three-year period ended December 31, 2025, 2024 and 2023. We also provide selected key metrics we use in evaluating our performance, including certain metrics that are computed using non-GAAP measures. We consider these metrics to be key financial measures that management uses in assessing our operating performance, capital adequacy and the level of returns generated. We believe these non-GAAP metrics provide useful insight to investors and users of our financial information as they provide an alternate measurement of our performance and assist in assessing our capital adequacy and the level of return generated. These non-GAAP measures should not be viewed as a substitute for reported results determined in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP measures that may be presented by other companies.
    Three-Year Summary of Selected Financial Data
    (Dollars in millions, except per share data and as noted)2025202420232025 vs. 20242024 vs. 2023
    Income statement
    Interest income$58,696$46,034$41,93828%10%
    Interest expense15,81814,82612,697717
    Net interest income42,87831,20829,241377
    Non-interest income10,5567,9047,546345
    Total net revenue53,43439,11236,787376
    Provision for credit losses20,65511,71610,4267612
    Non-interest expense:
    Marketing5,8844,5624,0092914
    Operating expense24,61416,92416,307454
    Total non-interest expense30,49821,48620,316426
    Income from continuing operations before income taxes2,2815,9106,045(61)(2)
    Income tax provision1931,1631,158(83)
    Income from continuing operations, net of tax2,0884,7474,887(56)(3)
    Income from discontinued operations, net of tax
    3653****
    Net income2,4534,7504,887(48)(3)
    Dividends and undistributed earnings allocated to participating securities(26)(77)(77)(66)
    Preferred stock dividends(252)(228)(228)11
    Discount on redeemed preferred stock
    6**
    Net income available to common stockholders$2,181$4,445$4,582(51)(3)
    Common share statistics 
    Basic earnings per common share:
    Net income from continuing operations$3.36$11.60$11.98(71)%(3)%
    Income from discontinued operations
    0.670.01****
    Net income per basic common share$4.03$11.61$11.98(65)(3)
    Diluted earnings per common share:
    Net income from continuing operations$3.36$11.58$11.95(71)%(3)%
    Income from discontinued operations
    0.670.01****
    Net income per diluted common share
    $4.03$11.59$11.95(65)(3)
    Common shares outstanding (period-end, in millions)625.1381.2380.464
    Dividends declared and paid per common share$2.60$2.40$2.408
    Book value per common share (period-end)181.76159.44152.71144
    Tangible book value per common share (period-end)(1)
    107.72106.9799.7817
    Common dividend payout ratio(2)
    64.52%20.67%20.03%441
    Stock price per common share (period-end)$242.36$178.32$131.123636 
    Total market capitalization (period-end)151,50067,98149,87712336 
    60
    Capital One Financial Corporation (COF)

    (Dollars in millions, except per share data and as noted)2025202420232025 vs. 20242024 vs. 2023
    Balance sheet (average balances)
    Loans held for investment$396,725$317,421$311,54125%2%
    Interest-earning assets546,685453,481441,238213
    Total assets597,536480,451467,807243
    Interest-bearing deposits402,209324,297313,737243
    Total deposits429,620351,168343,554222
    Borrowings48,03448,46549,332(1)(2)
    Common equity89,28654,95350,349629
    Total stockholders’ equity94,54259,79955,195588
    Selected performance metrics 
    Purchase volume$828,467$654,436$620,29027%6%
    Global Payment Network volume(3)
    401,775N/AN/A****
    Total net revenue margin(4)
    9.77%8.62%8.34%115bps28bps
    Net interest margin7.84 6.88 6.63 96 25 
    Return on average assets(5)
    0.35 0.99 1.04 (64)(5)
    Return on average tangible assets(6)
    0.37 1.02 1.08 (65)(6)
    Return on average common equity(7)
    2.03 8.08 9.10 (605)(102)
    Return on average tangible common equity(8)
    3.16 11.18 13.04 (802)(186)
    Equity-to-assets ratio(9)
    15.82 12.45 11.80 337 65 
    Efficiency ratio(10)
    57.08 54.93 55.23 215 (30)
    Operating efficiency ratio(11)
    46.06 43.27 44.33 279 (106)
    Effective income tax rate from continuing operations8.5 19.7 19.2 (1,120)50 
    Net charge-offs$13,102$10,748$8,41422%28%
    Net charge-off rate3.30%3.39%2.70%(9)bps69 bps
        
    December 31,Change
    (Dollars in millions, except as noted)2025202420232025 vs. 20242024 vs. 2023
    Balance sheet (period-end)   
    Loans held for investment$453,622$327,775$320,47238%2%
    Interest-earning assets613,750463,058449,701333
    Total assets669,009490,144478,464362
    Interest-bearing deposits448,386336,585320,389335
    Total deposits475,771362,707348,413314
    Borrowings51,00045,55149,85612(9)
    Common equity108,20955,93853,244

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    Held by

    holders ( registered funds via N-PORT, institutional investors via 13F). Showing top by dollar value.

    Holder Type ETF MF Position ($) % of holder Δ % of holder Holder AUM

    Recent insider activity

    Last 90 days. Open-market trades (purchases & sales) by directors, officers, and 10%+ owners. 7 transactions across 4 insiders. Net: -12,966 shares, -$2,402,500.

    Date Insider Role Action Shares Price Value
    2026-06-02 Cooper Matthew W General Counsel & Corp Secy Sell -3,500 $183.36 -$641,760
    2026-05-12 Cooper Matthew W General Counsel & Corp Secy Sell -3,500 $183.93 -$643,755
    2026-05-13 Haggerty Kaitlin Chief Human Resources Officer Sell -119 $182.59 -$21,728
    2026-05-12 Haggerty Kaitlin Chief Human Resources Officer Sell -1,307 $183.93 -$240,397
    2026-05-01 Karam Celia Pres, Retail Bank Sell -1,749 $192.58 -$336,822
    2026-04-01 Karam Celia Pres, Retail Bank Sell -1,099 $185.61 -$203,985
    2026-04-01 Dean Lia Pres, Banking & Prem. Products Sell -1,692 $185.61 -$314,052

    Source: SEC Form 4 filings.

    Next expected filings

    • ~2026-07-30 10-Q expected by 2026-08-07 (in 45 days)
    • ~2026-11-02 10-Q expected by 2026-11-10 (in 140 days)
    • ~2027-02-18 10-K expected by 2027-03-12 (in 248 days)
    • ~2027-05-06 10-Q expected by 2027-05-14 (in 325 days)

    Predicted from historical filing cadence; not an SEC commitment.

    Recent SEC filings

    • 2026-06-09 8-K Other Events; Financial Statements and Exhibits
    • 2026-06-09 424B7 424B7
    • 2026-05-27 S-8 Employee Benefit Plan Registration
    • 2026-05-07 10-Q Quarterly Report
    • 2026-04-23 8-K Other Events; Financial Statements and Exhibits
    • 2026-04-23 424B7 424B7
    • 2026-04-21 8-K Earnings Release; Financial Statements and Exhibits
    • 2026-04-07 8-K Unregistered Equity Sale; Officer/Director Change
    • 2026-02-19 10-K Annual Report
    • 2026-02-06 8-K Officer/Director Change; Financial Statements and Exhibits
    • 2026-02-02 8-K Other Events; Financial Statements and Exhibits
    • 2026-01-22 8-K Unregistered Equity Sale; Regulation FD Disclosure; Financial Statements and Exhibits
    • 2026-01-22 8-K Earnings Release; Financial Statements and Exhibits
    • 2025-11-07 8-K Officer/Director Change; Financial Statements and Exhibits
    • 2025-11-03 10-Q Quarterly Report