Capital One Financial Corporation

09/01/2026 | Press release | Distributed by Public on 09/01/2026 14:18

Amendments to Bylaws (Form 8-K)

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

On September 1, 2026, Capital One Financial Corporation (the "Company") filed a Certificate of Elimination to its Restated Certificate of Incorporation (the "Certificate of Elimination") 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, dated June 9, 2021 (the "Certificate of Designations"), with respect to its Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series M (the "Series M Preferred Stock").

All outstanding shares of the Series M Preferred Stock were redeemed on September 1, 2026, in accordance with the terms of the Certificate of Designations. A copy of the Certificate of Elimination relating to the Series M Preferred Stock is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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