COFCapital One

Financials · Banks · NYSE

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. 10-K, Item 1

Employees: 76,300
Headquarters: Mclean, VA
CEO: Richard D. Fairbank
Next results: around Jan 21, 2027

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Dilution: new shares, stock pay and buybacks

prospectuses (S-3, 424B) of the last three years and the 10-K cash flow From EDGAR

Shares offered

Since Nov 11, 2023: 1 sale of new shares, 2 registrations of shares for a merger, units or notes, 1 dividend or employee plan registration; also 1 notes offering, 1 resale by holders.

Jun 9, 2026 Sale of 10.4M new shares 424B7
Apr 23, 2026 Up to 10.3M shares for a merger, units or notes 424B7
Jan 6, 2025 Shares for a merger, units or notes 424B3
Mar 11, 2024 7.5M shares for a dividend reinvestment or employee plan 424B5

“These shares of common stock were issued to the selling security holders pursuant to an Agreement and Plan of Merger and Reorganization, dated as of January 22, 2026 (as it may be amended, supplemented, restated or otherwise modified from time to time, the “Brex Merger Agreement”), by and among Capital One Financial Corporation, a Delaware corporation (“Capital One”), Brex, a Delaware corporation, Trilogy Merger Sub …”
424B7, Apr 23, 2026 ↗

Every offering filing →

Paid in stock

$776.0M

stock-based pay, year to Dec 31, 2025; shares sold for $400.0M in cash

Bought back

$4.1B

cash paid for its own shares, year to Dec 31, 2025: 5.3× the stock pay

Diluted shares: 541.30M in the year to Dec 31, 2025 2025 +41.1%2024 +0.1%2023 -2.5%2022 -11.5%

Change in the diluted weighted average share count from the fiscal year before, stock splits taken out. Bars use one scale for stock pay and buybacks. Prospectuses are read from their cover page; preliminary ones are left out. Cash & buybacks, year by year → · How

No cash flow chart for banks and insurers: their operating cash flow moves with loans, deposits and trading, so it says little about how cash was spent.

Buybacks, year to Dec 31, 2025

$4.1B

cash paid for its own shares

Paid in stock to employees

$776.0M

buybacks were 5.3× this

Share count, 1 year

+41.1%

more shares: owners are diluted

Share count, 3 years

+37.7%

diluted average shares

Fiscal year to	Buybacks	Dividends	Stock pay	Shares issued for cash	Diluted shares
2025-12-31	$4.1B	$1.5B	$776.0M	$400.0M	541.30M
2024-12-31	$734.0M	$932.0M	$569.0M	$323.0M	383.60M
2023-12-31	$718.0M	$931.0M	$513.0M	$299.0M	383.40M
2022-12-31	$4.9B	$950.0M	$314.0M	$276.0M	393.20M
2021-12-31	$7.6B	$1.1B	$331.0M	$253.0M	444.20M

From the XBRL of the 10-Ks (cash flow statement and diluted weighted average shares); each year as reported in the latest 10-K that includes it. Concepts: buybacks = PaymentsForRepurchaseOfCommonStock; dividends = PaymentsOfDividendsCommonStock; sbc = ShareBasedCompensation; issuance = ProceedsFromIssuanceOfCommonStock; diluted_shares = WeightedAverageNumberOfDilutedSharesOutstanding.

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