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

On December 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 Rate Non-Cumulative Perpetual Preferred Stock, Series G (the "Series G Preferred Stock") and 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 Rate Non-Cumulative Perpetual Preferred Stock, Series H (the "Series H Preferred Stock").

All outstanding shares of the Series G Preferred Stock and the Series H Preferred Stock were redeemed on December 1, 2021. Copies of the Certificate of Elimination relating to the Series G Preferred Stock and the Certificate of Elimination relating to the Series H Preferred Stock are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are 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 G Preferred
               Stock, dated December 1, 2021
     3.2         Certificate of Elimination relating to the Series H Preferred
               Stock, dated December 1, 2021
     104       The cover page from this Current Report on Form 8-K, formatted in
               Inline XBRL

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