CAPITAL ONE FINANCIAL CORP : Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

Item 3.03 Material Modification to Rights of Security Holders.

On June 10, 2021, Capital One Financial Corporation (the "Company") issued and sold 1,000,000 shares of the Company's 3.950% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series M, $0.01 par value (the "Series M Preferred Stock"), with a liquidation preference of $1,000 per share. The Company filed a Certificate of Designations (the "Certificate of Designations") with the Secretary of State of the State of Delaware, establishing the voting rights, powers, preferences and privileges, and the relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of the Series M Preferred Stock on June 9, 2021.

Under the terms of the Series M Preferred Stock, the ability of the Company to pay dividends on, make distributions with respect to, or to repurchase, redeem or acquire its common stock or any preferred stock ranking on parity with or junior to the Series M Preferred Stock, is subject to restrictions in the event that the Company does not declare and either pay or set aside a sum sufficient for payment of dividends on the Series M Preferred Stock for the immediately preceding dividend period.

The description of the terms of the Series M Preferred Stock is qualified in its entirety by reference to the Certificate of Designations, which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

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

           Year.

The Certificate of Designations became effective upon filing with the Secretary of State of the State of Delaware and it amends the Company's Restated Certificate of Incorporation. The terms of the Series M Preferred Stock are more fully described in Item 3.03 of this Current Report on Form 8-K and the Certificate of Designations which is included as Exhibit 3.1 to this Current Report on Form 8-K, both of which are incorporated by reference herein.

 Item 8.01 Other Events.

On June 7, 2021, the Company entered into an Underwriting Agreement (the "Underwriting Agreement") with Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC and Capital One Securities, Inc., as the representatives of the several underwriters named therein (collectively, the "Underwriters"), pursuant to which the Company agreed to issue and sell to the Underwriters 1,000,000 shares of the Series M Preferred Stock.

The Underwriting Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties, and termination provisions. Under the terms of the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain specified types of liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments the Underwriters may be required to make in respect of these liabilities.

The net proceeds of the offering of the 1,000,000 shares were approximately $987.7 million, after deducting underwriting commissions and estimated offering expenses. The offering was made pursuant to the prospectus supplement dated June 7, 2021 and the accompanying prospectus dated March 12, 2021, filed with the Securities and Exchange Commission pursuant to the Company's effective registration statement on Form S-3 (File No. 333-254191) (the "Registration Statement"). The following documents are being filed with this Current Report on Form 8-K and are incorporated by reference into the Registration Statement: (a) the Underwriting Agreement, (b) the Certificate of Designations and (c) a validity opinion with respect to the Series M Preferred Stock.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits



Exhibit
  No.                             Description of Exhibit
  1.1     Underwriting Agreement, dated June 7, 2021
  3.1     Certificate of Designations of Fixed Rate Reset Non-Cumulative Perpetual
        Preferred Stock, Series M, dated June 9, 2021
  5.1     Opinion of Davis Polk & Wardwell LLP
 23.1     Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
  104   The cover page from this Current Report on Form 8-K, formatted in Inline
        XBRL

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