Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 1, 2021, Capital One Financial Corporation (the "Company") filed a Certificate of Elimination to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware eliminating from the Restated Certificate of Incorporation all matters set forth in the Certificate of Designations with respect to its Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E (the "Preferred Stock").

All outstanding shares of the Preferred Stock were redeemed on September 1, 2021. A copy of the Certificate of Elimination relating to the Preferred Stock is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No. Description

3.1 Certificate of Elimination relating to the Series E Preferred Stock,


            dated September 1, 2021

104 The cover page from this Current Report on Form 8-K, formatted in


            Inline XBRL

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