CAPITAL ONE FINANCIAL CORP

Dividend Policy and Stock Purchases

In the first nine months of 2025, we declared and paid common stock dividends of $1.0 billion, or $1.80 per share. We declared and paid $179 million of preferred stock dividends in the first nine months of 2025. In addition, we declared $16 million of dividends on our Series O preferred stock that were not yet paid as of September 30, 2025.

The following table summarizes the dividends paid per share on our various preferred stock series in the first nine months of 2025.

Table 15: Preferred Stock Dividends Paid Per Share(1)

(1)For Series I, J, K, L, M, and N, the liquidation preference for each share of non-cumulative perpetual preferred stock is $1,000 per share of preferred stock. For Series O and P, the liquidation preference for each share of non-cumulative perpetual preferred stock is $100,000 per share of preferred stock. For Series I, J, K, L, and N, ownership is held in the form of depositary shares, each representing a 1/40th interest in a share of non-cumulative perpetual preferred stock. For Series O and P, ownership is held in the form of depositary shares, each representing a 1/100th interest in a share of non-cumulative perpetual preferred stock.

(2)Series P was fully redeemed on June 30, 2025.

The declaration and payment of dividends to our stockholders, as well as the amount thereof, are subject to the discretion of our Board of Directors and depend upon our results of operations, financial condition, capital levels, cash requirements, future prospects, regulatory requirements and other factors deemed relevant by the Board of Directors. For additional information related to capital distributions, see “Capital Management—Capital Planning and Regulatory Stress Testing” in this Report.

As a BHC, our ability to pay dividends is largely dependent upon the receipt of dividends or other payments from our subsidiaries. The Bank is subject to regulatory restrictions that limit its ability to transfer funds to our BHC. As of September 30, 2025, funds available for dividend payments from the Bank were $1.6 billion. There can be no assurance that we will declare and pay any dividends to stockholders.

On October 20, 2025, our Board of Directors authorized the repurchase of up to $16 billion of shares of our common stock.

Repurchases under the new share repurchase program were authorized to begin on October 21, 2025. This new authorization replaces the Company’s prior authorization to repurchase its common stock approved by our Board of Directors in April 2022. We repurchased $1.0 billion of shares of our common stock during the third quarter of 2025 and $1.3 billion of shares of our common stock during the first nine months of 2025.

The timing and exact amount of any future common stock repurchases will depend on various factors, including market conditions, opportunities for growth, our capital position and the amount of retained earnings, as well as regulatory considerations. The Board authorized stock repurchase program does not include specific price targets or number of shares, may be executed through open market purchases, tender offers, or privately negotiated transactions, including utilizing Rule 10b5-1 plans, does not have a set expiration date and may be modified, suspended or terminated at any time. For additional information on dividends and stock repurchases, see “Capital Management—Capital Planning and Regulatory Stress Testing” and “Part II—Item 2. Unregistered Sales of Equity Securities and Use of Proceeds” in this Report, and “Part I—Item 1. Business—Supervision and Regulation—Prudential Regulation of Banking” and “Part I—Item 1. Business—Supervision and Regulation—Prudential Regulation of Banking—Funding and Dividends from Subsidiaries” in our 2024 Form 10-K.