CAPITAL ONE FINANCIAL CORP

Table 14 presents regulatory capital under the Basel III standardized approach and regulatory capital metrics as of June 30, 2025 and December 31, 2024.

Table 14: Regulatory Risk-Based Capital Components and Regulatory Capital Metrics(1)

(1)Common equity as of December 31, 2024 reflects the Company’s and the Bank’s election to adopt the CECL Transition Rule as of January 1, 2020, which was fully phased in effective January 1, 2025. For more information related to the CECL Transition Rule, see “Part II—Item 7. MD&A—Capital Management—CECL Transition Rule” in our 2024 Form 10-K.

(2)Excludes certain components of AOCI in accordance with rules applicable to Category III institutions. See “Capital Management—Capital Standards and PCA—Basel III and U.S. Capital Rules” in this Report.

(3)Includes on-balance sheet asset adjustments subject to deduction from Tier 1 capital under the Basel III Capital Rules.

(4)Reflects on- and off-balance sheet amounts for the denominator of the supplementary leverage ratio as set forth by the Basel III Capital Rules.

Capital Planning and Regulatory Stress Testing

We repurchased $150 million of shares of our common stock during the second quarter of 2025 and $300 million of shares of our common stock during the first six months of 2025.

On June 27, 2025, the Federal Reserve released the results of its supervisory stress tests for the 2025 cycle. Based on the Company’s 2025 supervisory stress test results, the Company’s preliminary stress capital buffer requirement for the period beginning on October 1, 2025 through September 30, 2026 is 4.5%. Therefore, the Company’s minimum capital requirements plus the standardized approach capital conservation buffer for CET1 capital, Tier 1 capital and total capital ratios under the stress capital buffer framework are expected to be 9.0%, 10.5% and 12.5%, respectively, for the period from October 1, 2025 through September 30, 2026. The Federal Reserve is expected to provide the Company with its final stress capital buffer requirement by August 31, 2025. For additional information regarding a proposed rulemaking to modify the stress capital buffer framework, including the recalibration and annual effective date of the stress capital buffer requirement, see “Supervision and Regulation—Stress Capital Buffer Requirement Update” in this Report.

For the description of the regulatory capital planning rules and stress testing requirements to which we are subject, see “Part I—Item 1. Business—Supervision and Regulation” in our 2024 Form 10-K.

Equity Offerings and Transactions

On May 18, 2025, we issued 570,000 depositary shares, each representing a 1/100th interest in a share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series O, $0.01 par value, with a liquidation preference of $1,000 per depositary share (“Series O Preferred Stock”). The shares were issued as a part of the purchase consideration in the Transaction to replace shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C, of Discover. Refer to “Item 1. Financial Statements—Note 2—Business Combinations and Discontinued Operations” for additional information. Dividends on the Series O Preferred Stock are payable semi-annually in arrears at a rate of 5.500% per annum through October 29, 2027 and resetting October 30, 2027 and every quarter thereafter at a rate of three-month Secured Overnight Financing Rate (“SOFR”) plus a spread of 3.338%.

On May 18, 2025, we issued 500,000 depositary shares, each representing a 1/100th interest in a share of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series P, $0.01 par value, with a liquidation preference of $1,000 per depositary share (“Series P Preferred Stock”). The shares were issued as a part of the purchase consideration in the Transaction to replace shares of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series D, of Discover. Refer to “Item 1. Financial Statements—Note 2—Business Combinations and Discontinued Operations” for additional information. Dividends on the Series P Preferred Stock are payable semi-annually in arrears at a rate of 6.125% through September 22, 2025 and resetting September 23, 2025 and on every subsequent 5-year anniversary at the 5-Year Treasury Rate plus 5.783%.

On June 30, 2025, we redeemed all outstanding shares of our 6.125% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series P for an aggregate price of $508 million, which represents the redemption price of $100,000 per share of Series P Preferred Stock plus an amount equal to the proportionate share of the dividends on these shares that would have accrued but not been declared and paid by the redemption date.