COF 10-K report for 2025-12-31

It operates through three segments: Credit Card, Consumer Banking, and Commercial Banking.

COF 10-K report for 2025-12-31 cof-20251231 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________________ FORM 10-K ___________________________________ ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.  001-13300 ____________________________________ CAPITAL ONE FINANCIAL CORP ORATION (Exact name of registrant as specified in its charter) ____________________________________ Delaware 54-1719854 (State or other jurisdiction of incorporation or organization) (I.R.S. 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, former address and former fiscal year, if changed since last report) ____________________________________ 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 1.650% Senior Notes Due 2029 COF29 New York Stock Exchange Securities registered pursuant to section 12(g) of the Act: None ____________________________________ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No  ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒  No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ 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. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No  ☒ The aggregate market value of the voting and non-voting stock held by non-affiliates of th Item 1A. Risk Factors 22 Item 1B. Unresolved Staff Comments 52 Item 1C. Cybersecurity 52 Item 2. Properties 54 Item 3. Legal Proceedings 55 Item 4. Mine Safety Disclosures 55 PART II 56 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 56 Item 6. [Reserved] 59 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) 59 Selected Financial Data 60 Executive Summary 63 Consolidated Results of Operations 64 Consolidated Balance Sheets Analysis 70 Off-Balance Sheet Arrangements 74 Business Segment Financial Performance 75 Critical Accounting Policies and Estimates 86 Accounting Changes and Developments 91 Capital Management 92 Risk Management 98 Credit Risk Profile 104 Liquidity Risk Profile 117 Market Risk Profile 122 Supplemental Tables 127 Glossary and Acronyms 129 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 138 Item 8. Financial Statements and Supplementary Data 139 Consolidated Statements of Income 145 Consolidated Statements of Comprehensive Income 146 Consolidated Balance Sheets 147 1 Capital One Financial Corporation (COF) Consolidated Statements of Changes in Stockholders’ Equity 148 Consolidated Statements of Cash Flows 149 Notes to Consolidated Financial Statements 151 Note 1—Summary of Significant Accounting Policies 151 Note 2—Business Combinations and Discontinued Operations 166 Note 3—Investment Securities 172 Note 4—Loans 175 Note 5—Allowance for Credit Losses and Reserve for Unfunded Lending Commitments 191 Note 6—Variable Interest Entities and Securitizations 195 Note 7—Goodwill and Other Intangible Assets 199 Note 8—Premises, Equipment and Leases 202 Note 9—Deposits and Borrowings 204 Note 10—Derivative Instruments and Hedging Activities 206 Note 11—Stockholders’ Equity 215 Note 12—Regulatory and Capital Adequacy 218 Note 13—Earnings Per Common Share 220 Note 14—Stock-Based Compensation Plans 221 Note 15—Employee Benefit Plans 223 Note 16—Income Taxes 224 Note 17—Fair Value Measurement 228 Note 18—Business Segments and Revenue from Contracts with Customers 237 Note 19—Commitments, Contingencies, Guarantees and Others 242 Note 20—Capital One Financial Corporation (Parent Company Only) 247 Note 21—Related Party Transactions 249 Note 22—Subsequent Events 250 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 251 Item 9A. Controls and Procedures 251 Item 9B. Other Information 252 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 252 PART III 253 Item 10. Directors, Executive Officers and Corporate Governance 253 Item 11. Executive Compensation 253 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 253 Item 13. Certain Relationships and Related Transactions, and Director Independence 253 Item 14. Principal Accountant Fees and Services 253 PART IV 254 Item 15. Exhibits and Financial Statement Schedules 254 Item 16. Form 10-K Summary 254 EXHIBIT INDEX 255 SIGNATURES 259 2 Capital One Financial Corporation (COF) INDEX OF MD&A AND SUPPLEMENTAL TABLES MD&A Tables: Page 1 Average Balances, Net Interest Income and Net Interest Margin 65 2 Rate/Volume Analysis of Net Interest Income 67 3 Non-Interest Income 67 4 Non-Interest Expense 69 5 Loans Held for Investment 71 6 Funding Sources Composition 71 7 Business Segment Results 76 8 Credit Card Business Results 77 8.1 Domestic Card Business Results 79 9 Consumer Banking Business Results 80 10 Commercial Banking Business Results 82 11 Other Category Results 84 12 Capital Ratios Under Basel III 94 13 Regulatory Risk-Based Capital Components and Regulatory Capital Metrics 95 14 Preferred Stock Dividends Paid Per Share 96 15 Loan Maturity Schedule 105 16 Domestic Credit Card Portfolio by Geographic Region 106 17 Auto Loan Portfolio by Geographic Region 107 18 Commercial Real Estate Portfolio by Region 108 19 Commercial Loans by Industry 109 20 Credit Score Distribution 110 21 30+ Day Delinquencies 111 22 Aging and Geography of 30+ Day Delinquent Loans 112 23 90+ Day Delinquent Loans Accruing Interest 112 24 Nonperforming Loans and Other Nonperforming Assets 113 25 Net Charge-Offs (Recoveries) 114 26 Allowance for Credit Losses and Reserve for Unfunded Lending Commitments Activity 116 27 Liquidity Reserves 117 28 Deposits Composition and Average Deposits Interest Rates 119 29 Amount of Uninsured Time Deposits by Contractual Maturity 120 30 Long-Term Debt Funding Activities 121 31 Senior Unsecured Long-Term Debt Credit Ratings 121 32 Interest Rate Sensitivity Analysis 125 Supplemental Tables : A Net Charge-Offs 127 B Reconciliation of Non-GAAP Measures 127 3 Capital One Financial Corporation (COF) Table of Contents PART I Item 1. Business OVERVIEW 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 issu Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) 59 Selected Financial Data 60 Executive Summary 63 Consolidated Results of Operations 64 Consolidated Balance Sheets Analysis 70 Off-Balance Sheet Arrangements 74 Business Segment Financial Performance 75 Critical Accounting Policies and Estimates 86 Accounting Changes and Developments 91 Capital Management 92 Risk Management 98 Credit Risk Profile 104 Liquidity Risk Profile 117 Market Risk Profile 122 Supplemental Tables 127 Glossary and Acronyms 129 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 138 Item 8. Financial Statements and Supplementary Data 139 Consolidated Statements of Income 145 Consolidated Statements of Comprehensive Income 146 Consolidated Balance Sheets 147 1 Capital One Financial Corporation (COF) Consolidated Statements of Changes in Stockholders’ Equity 148 Consolidated Statements of Cash Flows 149 Notes to Consolidated Financial Statements 151 Note 1—Summary of Significant Accounting Policies 151 Note 2—Business Combinations and Discontinued Operations 166 Note 3—Investment Securities 172 Note 4—Loans 175 Note 5—Allowance for Credit Losses and Reserve for Unfunded Lending Commitments 191 Note 6—Variable Interest Entities and Securitizations 195 Note 7—Goodwill and Other Intangible Assets 199 Note 8—Premises, Equipment and Leases 202 Note 9—Deposits and Borrowings 204 Note 10—Derivative Instruments and Hedging Activities 206 Note 11—Stockholders’ Equity 215 Note 12—Regulatory and Capital Adequacy 218 Note 13—Earnings Per Common Share 220 Note 14—Stock-Based Compensation Plans 221 Note 15—Employee Benefit Plans 223 Note 16—Income Taxes 224 Note 17—Fair Value Measurement 228 Note 18—Business Segments and Revenue from Contracts with Customers 237 Note 19—Commitments, Contingencies, Guarantees and Others 242 Note 20—Capital One Financial Corporation (Parent Company Only) 247 Note 21—Related Party Transactions 249 Note 22—Subsequent Events 250 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 251 Item 9A. Controls and Procedures 251 Item 9B. Other Information 252 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 252 PART III 253 Item 10. Directors, Executive Officers and Corporate Governance 253 Item 11. Executive Compensation 253 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 253 Item 13. Certain Relationships and Related Transactions, and Director Independence 253 Item 14. Principal Accountant Fees and Services 253 PART IV 254 Item 15. Exhibits and Financial Statement Schedules 254 Item 16. Form 10-K Summary 254 EXHIBIT INDEX 255 SIGNATURES 259 2 Capital One Financial Corporation (COF) INDEX OF MD&A AND SUPPLEMENTAL TABLES MD&A Tables: Page 1 Average Balances, Net Interest Income and Net Interest Margin 65 2 Rate/Volume Analysis of Net Interest Income 67 3 Non-Interest Income 67 4 Non-Interest Expense 69 5 Loans Held for Investment 71 6 Funding Sources Composition 71 7 Business Segment Results 76 8 Credit Card Business Results 77 8.1 Domestic Card Business Results 79 9 Consumer Banking Business Results 80 10 Commercial Banking Business Results 82 11 Other Category Results 84 12 Capital Ratios Under Basel III 94 13 Regulatory Risk-Based Capital Components and Regulatory Capital Metrics 95 14 Preferred Stock Dividends Paid Per Share 96 15 Loan Maturity Schedule 105 16 Domestic Credit Card Portfolio by Geographic Region 106 17 Auto Loan Portfolio by Geographic Region 107 18 Commercial Real Estate Portfolio by Region 108 19 Commercial Loans by Industry 109 20 Credit Score Distribution 110 21 30+ Day Delinquencies 111 22 Aging and Geography of 30+ Day Delinquent Loans 112 23 90+ Day Delinquent Loans Accruing Interest 112 24 Nonperforming Loans and Other Nonperforming Assets 113 25 Net Charge-Offs (Recoveries) 114 26 Allowance for Credit Losses and Reserve for Unfunded Lending Commitments Activity 116 27 Liquidity Reserves 117 28 Deposits Composition and Average Deposits Interest Rates 119 29 Amount of Uninsured Time Deposits by Contractual Maturity 120 30 Long-Term Debt Funding Activities 121 31 Senior Unsecured Long-Term Debt Credit Ratings 121 32 Interest Rate Sensitivity Analysis 125 Supplemental Tables : A Net Charge-Offs 127 B Reconciliation of Non-GAAP Measures 127 3 Capital One Financial Corporation (COF) Table of Contents PART I Item 1. Business OVERVIEW 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

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