COF 10-Q report for 2025-09-30

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

COF 10-Q report for 2025-09-30 cof-20250930 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________________ FORM 10-Q ___________________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 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 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No  ☒ As of September 30, 2025 , there were 635,733,605 shares of the registrant’s Common Stock outstanding. TABLE OF CONTENTS Page PART I - FINANCIAL INFORMATION 4 Item 1. Financial Statements 77 Consolidated Statements of Income 78 Consolidated Statements of Comprehensive Income 79 Consolidated Balance Sheets 80 Consolidated Statements of Changes in Stockholders’ Equity 81 Consolidated Statements of Cash Flows 83 Notes to Consolidated Financial Statements 85 Note 1—Summary of Significant Accounting Policies 85 Note 2—Business Combinations and Discontinued Operations 87 Note 3—Investment Securities 93 Note 4—Loans 96 Note 5—Allowance for Credit Losses and Reserve for Unfunded Lending Commitments 112 Note 6—Variable Interest Entities and Securitizations 117 Note 7—Goodwill and Other Intangible Assets 121 Note 8—Deposits and Borrowings 123 Note 9—Derivative Instruments and Hedging Activities 124 Note 10—Stockholders’ Equity 134 Note 11—Earnings Per Common Share 138 Note 12—Fair Value Measurement 139 Note 13—Business Segments and Revenue from Contracts with Customers 146 Note 14—Commitments, Contingencies, Guarantees and Others 150 1 Capital One Financial Corporation (COF) Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) 4 Introduct Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) 4 Introduction 4 Selected Financial Data 7 Executive Summary 10 Consolidated Results of Operations 11 Consolidated Balance Sheets Analysis 17 Off-Balance Sheet Arrangements 20 Business Segment Financial Performance 21 Critical Accounting Policies and Estimates 31 Accounting Changes and Developments 33 Capital Management 34 Risk Management 40 Credit Risk Profile 42 Liquidity Risk Profile 56 Market Risk Profile 61 Supervision and Regulation 65 Forward-Looking Statements 66 Supplemental Table 68 Glossary and Acronyms 70 Item 3. Quantitative and Qualitative Disclosures about Market Risk 155 Item 4. Controls and Procedures 156 PART II—OTHER INFORMATION 157 Item 1. Legal Proceedings 157 Item 1A. Risk Factors 157 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 157 Item 3. Defaults Upon Senior Securities 157 Item 4. Mine Safety Disclosures 157 Item 5. Other Information 157 Item 6. Exhibits 158 EXHIBIT INDEX 159 SIGNATURES 160 2 Capital One Financial Corporation (COF) INDEX OF MD&A AND SUPPLEMENTAL TABLE MD&A Tables: Page 1 Consolidated Financial Highlights 7 2 Average Balances, Net Interest Income and Net Interest Margin 12 3 Rate/Volume Analysis of Net Interest Income 14 4 Non-Interest Income 15 5 Non-Interest Expense 16 6 Loans Held for Investment 18 7 Funding Sources Composition 18 8 Business Segment Results 22 9 Credit Card Business Results 23 9.1 Domestic Card Business Results 25 10 Consumer Banking Business Results 26 11 Commercial Banking Business Results 28 12 Other Category Results 30 13 Capital Ratios Under Basel III 36 14 Regulatory Risk-Based Capital Components and Regulatory Capital Metrics 37 15 Preferred Stock Dividends Paid Per Share 38 16 Credit Card Portfolio by Geographic Region 43 17 Auto Loan Portfolio by Geographic Region 44 18 Commercial Real Estate Portfolio by Region 45 19 Commercial Loans by Industry 46 20 Credit Score Distribution 47 21 30+ Day Delinquencies 49 22 Aging and Geography of 30+ Day Delinquent Loans 50 23 90+ Day Delinquent Loans Accruing Interest 50 24 Nonperforming Loans and Other Nonperforming Assets 51 25 Net Charge-Offs 52 26 Allowance for Credit Losses and Reserve for Unfunded Lending Commitments Activity 53 27 Liquidity Reserves 56 28 Deposits Composition and Average Deposits Interest Rates 58 29 Long-Term Debt Funding Activities 59 30 Senior Unsecured Long-Term Debt Credit Ratings 60 31 Interest Rate Sensitivity Analysis 63 Supplemental Table : A Reconciliation of Non-GAAP Measures 68 3 Capital One Financial Corporation (COF) Table of Contents PART I — FINANCIAL INFORMATION Item 2. 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 “Forward-Looking Statements” for more information on the forward-looking statements in this Quarterly Report on Form 10-Q (“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 II—Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the period ended June 30, 2025 (the“Q2 2025 Form 10-Q”) and 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 September 30, 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 provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and related notes in this Report and the more detailed information contained in our 2024 Annual Report on Form 10-K (“2024 Form 10-K”). INTRODUCTION 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”) offer 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. 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 I—Item 1. Financial Statements—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.” We are one of the largest issuers of credit cards in the United States of America (“U.S.”) based on the outstanding balance of credit card loans as of September 30, 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 September 30, 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, network-to-network partners and other commercial service providers (collectively, “Network Partners”) for the provision of card issuing, payments processing and related services on the Global Payment Network. In our newly acquired network business, we compete with other networks for transaction volume and to attract Network Partners to issue credit, debit and prepaid cards on the Global Payment Network. We also offer credit card products and certain other services outside of the U.S. 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. 4 Capital One Financial Corporation (COF) Table of Contents 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, 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 and integration expenses related to the acquisition of Discover. • 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. 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. 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 (i) Merger Sub merged with and into Discover, with Discover as the surviving entity in the merger (the “Merger”); (ii) 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 (iii) 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 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 begun to convert legacy Capital One customer debit cards on to 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. 5 Capital One Financial Corporation (COF) Table of Contents 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 $168.1 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 third quarter of 2025 reflect the combined company. Our results of operations for the first nine months of 2025 reflect the activity of Discover’s acquired business operations for the period since the Closing Date. See “Part I—Item 1.Financial Statements—Note 2—Business Combinations and Discontinued Operations” for additional information. In the second quarter of 2025, the Board of Directors approved a plan to exit the Discover Home Loan business acquired as a part of the Transaction. We are actively marketing the business and are in the process of identifying potential buyers. See “Part I—Item 1. Financial Statements—Note 2—Business Combinations and Discontinued Operations” for additional information. 6 Capital One Financial Corporation (COF) Table of Contents SELECTED FINANCIAL DATA The following table presents selected consolidated financial data and perform Item 1A. Risk Factors 157 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 157 Item 3. Defaults Upon Senior Securities 157 Item 4. Mine Safety Disclosures 157 Item 5. Other Information 157 Item 6. Exhibits 158 EXHIBIT INDEX 159 SIGNATURES 160 2 Capital One Financial Corporation (COF) INDEX OF MD&A AND SUPPLEMENTAL TABLE MD&A Tables: Page 1 Consolidated Financial Highlights 7 2 Average Balances, Net Interest Income and Net Interest Margin 12 3 Rate/Volume Analysis of Net Interest Income 14 4 Non-Interest Income 15 5 Non-Interest Expense 16 6 Loans Held for Investment 18 7 Funding Sources Composition 18 8 Business Segment Results 22 9 Credit Card Business Results 23 9.1 Domestic Card Business Results 25 10 Consumer Banking Business Results 26 11 Commercial Banking Business Results 28 12 Other Category Results 30 13 Capital Ratios Under Basel III 36 14 Regulatory Risk-Based Capital Components and Regulatory Capital Metrics 37 15 Preferred Stock Dividends Paid Per Share 38 16 Credit Card Portfolio by Geographic Region 43 17 Auto Loan Portfolio by Geographic Region 44 18 Commercial Real Estate Portfolio by Region 45 19 Commercial Loans by Industry 46 20 Credit Score Distribution 47 21 30+ Day Delinquencies 49 22 Aging and Geography of 30+ Day Delinquent Loans 50 23 90+ Day Delinquent Loans Accruing Interest 50 24 Nonperforming Loans and Other Nonperforming Assets 51 25 Net Charge-Offs 52 26 Allowance for Credit Losses and Reserve for Unfunded Lending Commitments Activity 53 27 Liquidity Reserves 56 28 Deposits Composition and Average Deposits Interest Rates 58 29 Long-Term Debt Funding Activities 59 30 Senior Unsecured Long-Term Debt Credit Ratings 60 31 Interest Rate Sensitivity Analysis 63 Supplemental Table : A Reconciliation of Non-GAAP Measures 68 3 Capital One Financial Corporation (COF) Table of Contents PART I — FINANCIAL INFORMATION Item 2. 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 “Forward-Looking Statements” for more information on the forward-looking statements in this Quarterly Report on Form 10-Q (“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 II—Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the period ended June 30, 2025 (the“Q2 2025 Form 10-Q”) and 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 September 30, 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 provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and related notes in this Report and the more detailed information contained in our 2024 Annual Report on Form 10-K (“2024 Form 10-K”). INTRODUCTION 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”) offer 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. 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 I—Item 1. Financial Statements—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.” We are one of the largest issuers of credit cards in the United States of America (“U.S.”) based on the outstanding balance of credit card loans as of September 30, 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 September 30, 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, network-to-network partners and other commercial service providers (collectively, “Network Partners”) for the provision of card issuing, payments processing and related services on the Global Payment Network. In our newly acquired network business, we compete with other networks for transaction volume and to attract Network Partners to issue credit, debit and prepaid cards on the Global Payment Network. We also offer credit card products and certain other services outside of the U.S. 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. 4 Capital One Financial Corporation (COF) Table of Contents 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, 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 Results of Operations (“MD&A”) 4 Introduction 4 Selected Financial Data 7 Executive Summary 10 Consolidated Results of Operations 11 Consolidated Balance Sheets Analysis 17 Off-Balance Sheet Arrangements 20 Business Segment Financial Performance 21 Critical Accounting Policies and Estimates 31 Accounting Changes and Developments 33 Capital Management 34 Risk Management 40 Credit Risk Profile 42 Liquidity Risk Profile 56 Market Risk Profile 61 Supervision and Regulation 65 Forward-Looking Statements 66 Supplemental Table 68 Glossary and Acronyms 70 Item 3. Quantitative and Qualitative Disclosures about Market Risk 155 Item 4. Controls and Procedures 156 PART II—OTHER INFORMATION 157 Item 1. Legal Proceedings 157 Item 1A. Risk Factors 157 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 157 Item 3. Defaults Upon Senior Securities 157 Item 4. Mine Safety Disclosures 157 Item 5. Other Information 157 Item 6. Exhibits 158 EXHIBIT INDEX 159 SIGNATURES 160 2 Capital One Financial Corporation (COF) INDEX OF MD&A AND SUPPLEMENTAL TABLE MD&A Tables: Page 1 Consolidated Financial Highlights 7 2 Average Balances, Net Interest Income and Net Interest Margin 12 3 Rate/Volume Analysis of Net Interest Income 14 4 Non-Interest Income 15 5 Non-Interest Expense 16 6 Loans Held for Investment 18 7 Funding Sources Composition 18 8 Business Segment Results 22 9 Credit Card Business Results 23 9.1 Domestic Card Business Results 25 10 Consumer Banking Business Results 26 11 Commercial Banking Business Results 28 12 Other Category Results 30 13 Capital Ratios Under Basel III 36 14 Regulatory Risk-Based Capital Components and Regulatory Capital Metrics 37 15 Preferred Stock Dividends Paid Per Share 38 16 Credit Card Portfolio by Geographic Region 43 17 Auto Loan Portfolio by Geographic Region 44 18 Commercial Real Estate Portfolio by Region 45 19 Commercial Loans by Industry 46 20 Credit Score Distribution 47 21 30+ Day Delinquencies 49 22 Aging and Geography of 30+ Day Delinquent Loans 50 23 90+ Day Delinquent Loans Accruing Interest 50 24 Nonperforming Loans and Other Nonperforming Assets 51 25 Net Charge-Offs 52 26 Allowance for Credit Losses and Reserve for Unfunded Lending Commitments Activity 53 27 Liquidity Reserves 56 28 Deposits Composition and Average Deposits Interest Rates 58 29 Long-Term Debt Funding Activities 59 30 Senior Unsecured Long-Term Debt Credit Ratings 60 31 Interest Rate Sensitivity Analysis 63 Supplemental Table : A Reconciliation of Non-GAAP Measures 68 3 Capital One Financial Corporation (COF) Table of Contents PART I — FINANCIAL INFORMATION Item 2. 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 “Forward-Looking Statements” for more information on the forward-looking statements in this Quarterly Report on Form 10-Q (“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 II—Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the period ended June 30, 2025 (the“Q2 2025 Form 10-Q”) and 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 September 30, 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 provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and related notes in this Report and the more detailed information contained in our 2024 Annual Report on Form 10-K (“2024 Form 10-K”). INTRODUCTION 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”) offer 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. 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 I—Item 1. Financial Statements—Note 2—Business Combinations and Discontinued Operations” for additional information. The

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