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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

COF quote by TradingView
Employees
76,300
Headquarters
Mclean, VA
CEO
Richard D. Fairbank
Next results
around Jan 21, 2027
Compare with peers → Embed

10-K 0000927628-26-000024 (2026-02-19) vs 10-K 0000927628-25-000092 (2025-02-20)

SectionCompared textWords nowChanged
Risk FactorsItem 1A23,889 33.6%
MD&AItem 727,767 14.3%
Legal ProceedingsItem 3, via Note 19 – COMMITMENTS, CONTINGENCIES, GUARANTEES AND OTHERS3,138 37.5%
Accounting PoliciesItem 8, Note 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES9,565 9.8%

The redline: what was cut and what was added

In each section, the paragraph that changed most, marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 348 words changed in this paragraph; it is 35% similar to last year's version.
While we continuously update our policies, programs, processes and risk management practices, many of our data management, modeling, AI, aggregation and implementation processes are manual and manual. They may be subject to human error, data limitations, process delays or system failure. If any of our employees, contractors, third-party service providers or other third parties with which we do business use any third-party AI solutions in connection with our business, it may lead to the inadvertent or unauthorized disclosure or incorporation of our sensitive and confidential information, including personal information, into third-party systems or publicly available or third-party training sets, which may impact our ability to realize the benefit of our intellectual property or other proprietary rights in such information. Failure to manage data effectively and to aggregate data in an accurate and timely manner may limit our ability to manage current and emerging risk, risks; to produce accurate financial, regulatory and operational reporting as well as reporting; and to manage changing business needs. If our Framework is ineffective, we could suffer unexpected losses losses, which could materially adversely affect our results of operation or financial condition. Also, any information we provide to the public or to our regulators based on incorrectly designed or implemented models or AI could be inaccurate or misleading. Some of the decisions that our regulators make could be affected adversely due to the perception that the quality of the data, models and AI used to generate the relevant information is insufficient. In addition, regulation of AI is rapidly evolving worldwide as legislators and regulators are increasingly focused on these powerful emerging technologies. The technologies underlying AI and its uses are subject to a variety of laws and regulations, including intellectual property, privacy, data protection and data security, consumer protection, competition, and equal opportunity laws, and are expected to be subject to increased regulation and new laws or new applications of existing laws and regulations. AI is the subject of ongoing review by various U.S. governmental and regulatory agencies, and various U.S. states and other foreign jurisdictions are applying, or are considering applying, their platform moderation, privacy, data protection and data security laws and regulations to AI or are considering general legal frameworks for AI. We may not be able to anticipate how to respond to these rapidly evolving frameworks, and we may need to expend resources to adjust our offerings in certain jurisdictions if the legal frameworks are inconsistent across jurisdictions. Furthermore, because AI technology itself is highly complex and rapidly developing, it is not possible to predict all of the legal, operational, competitive or technological risks that may arise relating to the use of AI.

Source: Item 1A, 10-K 0000927628-26-000024 vs Item 1A, 10-K 0000927628-25-000092

MD&A 210 words changed in this paragraph; it is 30% similar to last year's version.
December 31, (Dollars in millions, except as noted) 2025 2024 2023 2022 Adjusted operating efficiency ratio: Operating expense (U.S. GAAP) TCE Ratio: Tangible common equity (period-end) $ 16,924 67,333 $ 16,307 40,782 $ 15,146 Discover integration expenses (234) 37,955 Tangible assets (period-end) 628,133 474,987 463,175 TCE Ratio(2) 10.7% 8.6% 8.2% Tangible Book Value per Share: Tangible common equity (period-end) $ 67,333 $ 40,782 $ 37,955 Outstanding Common Shares 625.1 381.2 380.4 Tangible book value per common share (period-end)(3) $ 107.72 $ 106.97 $ 99.78 Return on Tangible Assets (Average): Net income $ 2,453 $ 4,750 $ 4,887 Income from discontinued operations, net of tax 365 — — FDIC special assessment (41) (289) — Legal reserve activity (75) Net income less income from discontinued operations, net of tax 2,088 4,750 4,887 Tangible assets (Average) 565,632 465,214 452,600 Return on tangible assets(4) 0.37% 1.02% 1.08% Return on Tangible Common Equity (Average): Net income available to common stockholders $ 2,181 $ 4,445 $ 4,582 Income from discontinued operations, net of tax 365 — — Insurance recoveries and legal reserve activity — — 177 Restructuring charges — — (72) Adjusted operating expense (non-GAAP) $ 16,574 $ 16,018 $ 15,251 Total Net income available to common stockholders less income from discontinued operations, net revenue (U.S. GAAP) $ 39,112 $ 36,787 $ 34,250 Walmart program agreement termination contra revenue impact 27 — — Adjusted net revenue (non-GAAP) $ 39,139 $ 36,787 $ 34,250 Operating efficiency ratio (U.S. GAAP) 43.27% 44.33% 44.22% Impact of adjustments noted above (92)bps (79) bps 31bps Adjusted operating efficiency ratio (non-GAAP) 42.35% 43.54% 44.53% tax 1,816 4,445 4,582 Tangible common equity (Average) 57,383 39,717 35,143 Return on tangible common equity(5) 3.16% 11.18% 13.04%

Source: Item 7, 10-K 0000927628-26-000024 vs Item 7, 10-K 0000927628-25-000092

Accounting Policies 121 words changed in this paragraph; it is 45% similar to last year's version.
Interchange Generally, interchange income generally represents fees is earned from two sources. We earn acquirer interchange income primarily from merchant acquirers on Global Payment Network transactions made by credit and debit card customers at merchants with whom merchant acquirers have entered into card acceptance agreements for processing payment card transactions. Under these agreements, we stand ready to process payment transactions as and when each is presented. We also earn interchange income as a card issuer in the form of a fee for standing ready to authorize and providing settlement on credit and debit card transactions processed through the MasterCard® (“MasterCard”) Mastercard® (“Mastercard”) and Visa® (“Visa”) interchange networks. The levels and structure of interchange rates we earn as a card issuer are set by MasterCard Mastercard and Visa and can vary based on cardholder purchase volumes, among other factors. We recognize Fees paid to, and incentives received from, Mastercard and Visa are generally presented within discount and interchange income upon settlement. See “Note 18—Business Segments and Revenue from Contracts with Customers” for additional details. income.

Source: Item 8, Note 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000927628-26-000024 vs Item 8, Note 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000927628-25-000092

Legal Proceedings 114 words changed in this paragraph; it is 46% similar to last year's version.
Consumer class actions. We are currently named as a defendant in 4 four putative consumer class action cases in Canadian courts alleging harm from the 2019 Cybersecurity Incident and seeking various remedies, including monetary and injunctive relief. Incident. The lawsuits allege breach of contract, negligence, violations of various privacy laws and a variety of other legal causes of action. In the second quarter of 2022, a trial court Courts in British Columbia preliminarily and Quebec have certified classes of consumers. The final two putative class actions, both of which are pending in Alberta have not advanced beyond a class of all impacted Canadian consumers except those in Quebec. The preliminary certification decision in British Columbia was appealed, with both parties contesting portions of the ruling. On July 4, 2024, the British Columbia Court of Appeals denied both parties’ appeals. In the third quarter of 2023, a trial court in Quebec preliminarily authorized a class of all impacted consumers in Quebec. This stage.

Source: Item 3, via Note 19 – COMMITMENTS, CONTINGENCIES, GUARANTEES AND OTHERS, 10-K 0000927628-26-000024 vs Item 3, via Note 19 – COMMITMENTS, CONTINGENCIES, GUARANTEES AND OTHERS, 10-K 0000927628-25-000092

Every change, by type

Sentences and paragraphs of COF's Risk Factors and MD&A, 10-K 2026-02-19 against 10-K 2025-02-20. Each links to the text at sec.gov.

All 398 Added 108Removed 47Reworded 238Quiet changes 5

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

AddedRisk Factors
•We may not be able to successfully integrate our businesses associated with the Transaction, or such integration may be more difficult, time-consuming or costly than expected.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedRisk Factors
•The integration of Discover may have an adverse effect on our business and results of operations due to the diversion of a substantial portion of the time and attention of our management team as well as potential employee attrition.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedRisk Factors
•Risks of external fraud exceeding our expectations due to larger, more sophisticated, or more frequent fraud attacks, failure to detect and respond to such attacks and/or the reduced capability to recover losses from those incidents. This could result in increased fraud loss, operational cost, customer dissatisfaction, reputational damage and/or constrained revenue growth for us.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedRisk Factors
•A change in market preference towards other operators of payment networks and alternative payment providers could result in reduced transaction volume, limited merchant acceptance of our cards and limited issuance of cards on our networks by third parties, and in turn may impact our revenue margins.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedRisk Factors
•If we are unsuccessful in creating and maintaining a strong base of network licensees and achieving meaningful global card acceptance, we may be unable to achieve long-term success in our recently acquired international network business.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedRisk Factors
•A reduction in the number of large merchants that accept cards on our recently acquired Discover Network or PULSE Network or in the rates they pay could materially adversely affect our business, financial condition, results of operations and cash flows.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedRisk Factors
•Defaults or risks from bankruptcies, liquidations, restructurings, consolidations and outages by our network participants may adversely affect our business, financial condition, cash flows and results of operations.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedRisk Factors
We may not be able to successfully integrate our businesses associated with the Transaction, or such integration may be more difficult, time-consuming or costly than expected.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedRisk Factors
•difficulties managing our expanded operations, including challenges related to management and monitoring of new operations and associated increased costs and complexity;

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedRisk Factors
•difficulties managing our expanded international business footprint, including risks adapting to new markets, legal and regulatory regimes, languages, businesses and cultural practices;

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedRisk Factors
•challenges in conforming standards, controls, procedures and accounting and other policies, such as the integration of Discover into our Framework and corporate culture;

Read it in 10-K 2026-02-19 at sec.gov ↗

RemovedRisk Factors
•The consummation of the Transaction is contingent upon the satisfaction of a number of conditions, including regulatory approvals, that may be outside either party’s control and that either party may be unable to satisfy or obtain or which may delay the consummation of the Transaction or result in the imposition of conditions that could reduce the anticipated benefits from the Transaction or cause the parties to abandon the Transaction.

Read it in 10-K 2025-02-20 at sec.gov ↗

RemovedRisk Factors
•While the Transaction is pending, we will be subject to business uncertainties and contractual restrictions that could adversely affect our business and operations.

Read it in 10-K 2025-02-20 at sec.gov ↗

RemovedRisk Factors
•Fraudulent activity associated with our products could cause our fraud losses to increase, the use of our products to decrease and our brands to suffer reputational damage, all of which could have a material adverse effect on our business.

Read it in 10-K 2025-02-20 at sec.gov ↗

RemovedRisk Factors
We have identified certain additional risk factors in connection with the Merger Agreement and the proposed Transaction. For additional information concerning these risks, uncertainties and assumptions, please refer to the section entitled “Risk Factors” included in our joint proxy statement/prospectus included in the registration statement declared effective by the SEC on January 6, 2025.

Read it in 10-K 2025-02-20 at sec.gov ↗

RemovedRisk Factors
The consummation of the Transaction is contingent upon the satisfaction of a number of conditions, including regulatory approvals, that may be outside either party’s control and that either party may be unable to satisfy or obtain or which may delay the consummation of the Transaction or result in the imposition of conditions that could reduce the anticipated benefits from the Transaction or cause the parties to abandon the Transaction.

Read it in 10-K 2025-02-20 at sec.gov ↗

RemovedRisk Factors
Consummation of the Transaction is contingent upon the satisfaction of a number of conditions, some of which are beyond either party's control, including, the receipt of the requisite regulatory approvals and the absence of any order, injunction, decree or other legal restraint preventing the completion of the Transaction.

Read it in 10-K 2025-02-20 at sec.gov ↗

RemovedRisk Factors
•receipt by such party of an opinion from its counsel to the effect that the Merger and the Second Step Merger, taken together, will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

Read it in 10-K 2025-02-20 at sec.gov ↗

RemovedRisk Factors
These conditions to the closing of the Transaction may not be fulfilled in a timely manner, or at all, and, accordingly, the Transaction may not be completed. In addition, the parties can mutually decide to terminate the Merger Agreement at any time, or either party may elect to terminate the Merger Agreement in certain other circumstances.

Read it in 10-K 2025-02-20 at sec.gov ↗

RewordedRisk Factors
The success of the Transaction, including anticipated benefits and cost savings, will depend, Transaction depends, in part, on our ability to successfully integrate Discover’s operations in a manner that results in various benefits and that does not materially disrupt existing customer relationships or materially decrease revenues due to loss of customers, as well as our ability to successfully integrate Discover into our Framework, compliance systems and corporate culture, which we believe will require extensive investment, including to enhance the risk management function at Discover consistent with our risk management standards and those of regulators, as well as to address remediation obligations under existing and possible future regulatory orders. customers.

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedRisk Factors
The Additionally, the success of the Transaction, including anticipated benefits and cost savings, will depend, in part, Transaction depends on our ability to successfully integrate Discover’s operations in a manner that results in various benefits and that does not materially disrupt existing customer relationships or materially decrease revenues due to loss of customers, as well as our ability to successfully integrate Discover into our Framework, Risk Management Framework (the “Framework”), compliance systems and corporate culture, which we believe will require requires extensive investment, including to enhance the risk management function at Discover consistent with our risk management standards and those of regulators, as well as to address remediation obligations under existing and possible future regulatory orders.

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedRisk Factors
Accordingly, if If the models or AI solutions that we or a third party create and use or use, the data inputs, formulas, or algorithms on which such models or AI solutions rely – or if the content, analyses or recommendations that the models or AI solutions assist in producing in our products and services, are, or produce are (or are perceived to be be) deficient, inaccurate, biased, unethical or controversial, controversial – we could incur operational inefficiencies, competitive harm, legal liability, or brand or reputational harm, or other adverse impacts on our business and financial results. harm.

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedRisk Factors
We will likely face an increasing number of attempted cyber-attacks as we expand our mobile and other internet-based products and services, expand our usage of mobile, cloud and other internet-based technologies technologies, increase international merchant acceptance of credit cards issued on the Discover Network, acquire new business operations or outsource certain business operations and provide more of such products and these otherwise attempt to keep pace with rapid technological changes in the financial services to a greater number of retail banking customers. industry.

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedRisk Factors
In addition, following The Company, including Discover’s business acquired in the Transaction, we may be subject to increased scrutiny by, and/or may require additional regulatory requirements of, compliance with, governmental authorities in connection with the Transaction as a result of the Transaction or an increase in the size, scope and complexity of our the combined company’s business operations, which may have an adverse effect on our business, operations or stock price. financial condition and results of operations.

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedRisk Factors
For example, debit card transactions on three-party networks—comprising the cardholder, merchant and network provider—could networks could become subject to the Federal Reserve’s Regulation II limitation on interchange fees or its prohibition on network exclusivity, (Debit Card Interchange Fees and Routing) requirements, and other changes in laws or regulation regulations or in the interpretation of existing laws or regulations could impose additional limitations on the fees issuers or networks can charge on debit or credit card transactions or require merchants to be provided an alternative network for transaction routing, any of which may have an adverse effect on our business.

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedRisk Factors
Our risk reporting and risk management, including our business decisions that are based on information incorporating gathered through models and the use of AI, depend on the effectiveness of our models and AI and our policies, programs, processes and practices governing how data, models and AI, as applicable, are acquired, validated, stored, protected, processed and analyzed. AI.

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedRisk Factors
The use of AI, “bots” or other automation software can increase the velocity and efficacy of these types of attacks. attacks and such use by companies has resulted in, and may continue to result in, cyber-attacks and other security incidents that implicate the sensitive and confidential information, including personal information, of AI users.

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedRisk Factors
We Some examples may use models and AI in processes such as include determining the pricing of various products, identifying potentially fraudulent transactions, grading loans and loans, extending credit, measuring market and interest rate and other market risks, predicting deposit levels or loan losses, assessing capital adequacy, calculating managerial and regulatory capital levels, estimating the value of financial instruments and balance sheet items, software development, personalizing customer experiences and other operational functions.

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedRisk Factors
Moreover, we are subject to varied cybersecurity laws and regulations and incident reporting requirements, and may in the future be subject to new cybersecurity laws and regulations may and incident reporting requirements, which could require us to publicly disclose certain information about certain cybersecurity incidents before they have been resolved or fully investigated, and any delays in receiving timely information from impacted service providers and business partners can affect our ability to fully meet applicable disclosure requirements for a given incident.

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedRisk Factors
Such changes may also decrease the reliability of our internal processes and models, including those we use to estimate our allowance for credit losses, particularly if unexpected variations in key inputs and assumptions cause actual losses to diverge from the projections of our models and our estimates become increasingly subject to management’s judgment.

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedRisk Factors
In the United States, the Federal Reserve’s Regulation II (Debit Card Interchange Fees and Routing) places limits on the interchange fees that issuers may charge, and requires additional routing requirements for, debit cards issued on four-party networks, such as the remaining debit cards issued by the Bank on networks operated by third parties. other than the Global Payment Network.

Read it in 10-K 2026-02-19 at sec.gov ↗

Quiet changesRisk Factors
This competitive environment is primarily a result of changes in technology, product delivery systems and regulation, as well as the emergence of new or significantly larger financial services providers, all of which may affect our customers’ expectations and demands.

Read it in 10-K 2026-02-19 at sec.gov ↗

Quiet changesRisk Factors
Further, there is may be increased scrutiny of climate change-related policies, goals and disclosures, which could result in litigation and regulatory investigations and actions.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedMD&A
◦Higher provision for credit losses primarily driven by the initial allowance for credit losses for non-purchased credit deteriorated (“non-PCD”) loans acquired in the Transaction.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedMD&A
◦Higher non-interest income primarily driven by growth in our credit card portfolio and the impacts of acquiring the Global Payment Network, both as a result of the Transaction.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedMD&A
Year Ended December 31, (Dollars in millions) 2025 2024 2023 Discount and interchange fees, net $ 6,443 $ 4,882 $ 4,793 Service charges and other customer-related fees 2,849 1,976 1,667 Net securities gains (losses) — (35) (34) Other(1)(2) 1,264 1,081 1,120 Total non-interest income $ 10,556 $ 7,904 $ 7,546

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedMD&A
Income from discontinued operations consists of results from the discontinued Discover Home Loan business acquired as a part of the Transaction. Income from discontinued operations, net of tax, was $365 million in 2025 primarily driven by a $483 million pre-tax gain on the sale of the Discover Home Loans Business in the fourth quarter of 2025. See “Item 8. Financial Statements and Supplementary Data—Note 2—Business Combinations and Discontinued Operations” for additional information.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedMD&A
The results related to the acquired Home Loan business have been reflected as discontinued operations. As such, the related results have been excluded from continuing operations and business segment results.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedMD&A
(4)Charge-offs exclude $19.4 billion of Discover loans acquired in the second quarter of 2025 that were fully charged-off, with expected recoveries of $3.3 billion included as a benefit to the allowance for credit losses.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedMD&A
(4)Charge-offs exclude $18.0 billion of Discover loans acquired in the second quarter of 2025 that were fully charged-off, with expected recoveries of $3.1 billion included as a benefit to the allowance for credit losses.

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedMD&A
For additional disclosures regarding the methods used to determine the fair values of the significant assets acquired and liabilities assumed in the Transaction, refer to “Item 8. Financial Statements and Supplementary Data—Note 2—Business Combinations and Discontinued Operations.”

Read it in 10-K 2026-02-19 at sec.gov ↗

AddedMD&A
Internal-Use Software Requires entities to capitalize costs associated with internal-use software based on a new methodology, which focuses on management’s authorization and commitment to funding the project and the probability that the software will be completed and used to perform the function intended. Effective beginning with our interim period March 31, 2028, with early adoption permitted. Prospective, retrospective and modified transition applications are each permitted.

Read it in 10-K 2026-02-19 at sec.gov ↗

RemovedMD&A
◦Higher provision for credit losses primarily driven by higher net charge-offs in our domestic credit card loan portfolio, including the impacts of the elimination of loss sharing provisions due to the Walmart Program Termination, partially offset by a lower allowance build.

Read it in 10-K 2025-02-20 at sec.gov ↗

RemovedMD&A
Total liabilities increased by $9.0 billion to $429.4 billion as of December 31, 2024 from December 31, 2023 primarily driven by deposit growth due to our national consumer banking strategy, partially offset by net maturities and paydowns of our securitized debt obligations. Our national consumer banking strategy includes our national brand and marketing strategy, cafés and tech / digital investments, which have enabled us to both deepen and grow our overall customer base.

Read it in 10-K 2025-02-20 at sec.gov ↗

RemovedMD&A
•Higher provision for credit losses driven by higher net charge-offs, including the impacts of the elimination of loss sharing provisions due to the Walmart Program Termination, partially offset by a lower allowance build.

Read it in 10-K 2025-02-20 at sec.gov ↗

RemovedMD&A
The results of the 2024 annual goodwill impairment test for our Commercial Banking reporting unit concluded that, while the estimated fair value of this reporting unit exceeded its carrying amount, the percentage by which the estimated fair value of this reporting unit exceeded its carrying amount was 11%. The assumptions leveraged in the valuation of each reporting unit, including the Commercial Banking reporting unit, and the related risk of changes in those assumptions are described further below.

Read it in 10-K 2025-02-20 at sec.gov ↗

RemovedMD&A
Income Tax Disclosures Requires entities to annually provide additional information on income tax rate reconciliations and make additional disclosures about income taxes paid. Effective beginning with our annual period ending on December 31, 2025, with early adoption permitted. Prospective application is required and retrospective application is also permitted.

Read it in 10-K 2025-02-20 at sec.gov ↗

RemovedMD&A
Pursuant to the CECL Transition Rule, a banking institution could elect to delay the estimated impact of adopting CECL on its regulatory capital through December 31, 2021 and then phase in the estimated cumulative impact from January 1, 2022 through December 31, 2024. For the “day 2” ongoing impact of CECL during the initial two years, the Federal Banking Agencies used a uniform “scaling factor” of 25% as an approximation of the increase in the allowance under the CECL standard compared to the prior incurred loss methodology. Accordingly, from January 1, 2020 through December 31, 2021, electing banking institutions were permitted to add back to their regulatory capital an amount equal to the sum of the after-tax “day 1” CECL adoption impact and 25% of the increase in the allowance since the adoption of the CECL standard. From January 1, 2022 through December 31, 2024, the after-tax “day 1” CECL adoption impact and the cumulative “day 2” ongoing impact were being phased in to regulatory capital at 25% per year. The following table summarizes the capital impact delay and phase in period on our regulatory capital from years 2020 to 2025.

Read it in 10-K 2025-02-20 at sec.gov ↗

RemovedMD&A
Capital Impact Delayed Phase In Period 2020 2021 2022 2023 2024 2025 “Day 1” CECL adoption impact Capital impact delayed to 2022 25% Phased In 50% Phased In 75% Phased In Fully Phased In Cumulative “day 2” ongoing impact 25% scaling factor as an approximation of the increase in allowance under CECL

Read it in 10-K 2025-02-20 at sec.gov ↗

RemovedMD&A
As of December 31, 2021, we added back an aggregate amount of $2.4 billion to our regulatory capital pursuant to the CECL Transition Rule. Consistent with the rule, we have phased in 75% of this amount as of January 1, 2024. The remaining $600 million has been phased in on January 1, 2025. As of December 31, 2024, the Company’s CET1 capital ratio, reflecting the CECL Transition Rule, was 13.5% and would have been 13.3% excluding the impact of the CECL Transition Rule (or “on a fully phased-in basis”).

Read it in 10-K 2025-02-20 at sec.gov ↗

RemovedMD&A
The Federal Reserve’s capital plan rule further provides that if a covered company determines there has been or will be a material change in its risk profile, financial condition, or corporate structure since it last submitted its capital plan, it must update and resubmit its capital plan within 30 calendar days, subject to a potential 60-day extension. We determined that our proposed acquisition of Discover constitutes a material change and submitted an updated capital plan as required by the capital plan rule. In addition, the capital plan rule provides that upon the occurrence of an event requiring resubmission, a covered company may not make any capital distribution unless it has received approval of the Federal Reserve. Accordingly, all our capital distributions are now subject to the prior approval of the Federal Reserve pending the Federal Reserve’s consideration of our resubmitted capital plan. We have received prior approval of the Federal Reserve to make certain capital distributions.

Read it in 10-K 2025-02-20 at sec.gov ↗

RewordedMD&A
Net income from continuing operations $ 3.36 $ 11.58 $ 11.95 $ 17.91 (71)% (3)% (33)% Income (loss) from discontinued operations 0.67 0.01 — — ** — ** Net income per diluted common share $ 4.03 $ 11.59 $ 11.95 $ 17.91 (65) (3) (33) Common shares outstanding (period-end, in millions) 625.1 381.2 380.4 381.3 — 64 — Dividends declared and paid per common share $ 2.40 2.60 $ 2.40 $ 2.40 — 8 — Book value per common share (period-end) 181.76 159.44 152.71 137.90 14 4 11 Tangible book value per common share (period-end)(1) 107.72 106.97 99.78 86.11 1 7 16 Common dividend payout ratio(2) 64.52% 20.67% 20.03% 44 1 Stock price per common share (period-end) $ 242.36 $ 178.32 $ 131.12 36 36 Total market capitalization (period-end) 151,500 67,981 49,877 123 36

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedMD&A
Marketing 5,884 4,562 4,009 4,017 29 14 — Operating expense 24,614 16,924 16,307 15,146 45 4 8 Total non-interest expense 30,498 21,486 20,316 19,163 6 42 6 Income from continuing operations before income taxes 2,281 5,910 6,045 9,240 (61) (2) (35) Income tax provision 193 1,163 1,158 1,880 (83) — (38) Income from continuing operations, net of tax 2,088 4,747 4,887 7,360 (56) (3) (34) Income (loss) from discontinued operations, net of tax 365 3 — — ** — ** Net income 2,453 4,750 4,887 7,360 (48) (3) (34) Dividends and undistributed earnings allocated to participating securities (26) (77) (77) (88) (66) — (13) Preferred stock dividends (252) (228) (228) (228) 11 — Discount on redeemed preferred stock 6 — — ** — Net income available to common stockholders $ 2,181 $ 4,445 $ 4,582 $ 7,044 (51) (3) (35) Common share statistics Basic earnings per common share:

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedMD&A
Commercial and multifamily real estate $ 32,634 $ 33,141 $ 36,448 $ 36,639 (2) (9) (1) Commercial and industrial 55,557 55,439 56,008 54,772 — (1) 2 Total commercial banking $ 88,191 $ 88,580 $ 92,456 $ 91,411 — (4) 1 Average yield on loans held for investment(1)(3) 6.30 % 7.09 % 6.86 % 4.02 % (79)bps 23bps 284bps Average deposits $ 30,859 $ 31,140 $ 37,411 $ 42,018 (1)% (17)% (11)% Average deposits interest rate 2.07 % 2.51 % 2.68 % 0.73 % (44)bps (17)bps 195bps Net charge-offs $ 237 $ 168 $ 578 $ 71 41% (71)% ** Net charge-off rate 0.27 % 0.19 % 0.62 % 0.08 % 8bps (43)bps 54bps (Dollars in millions, except as noted) December 31, 2024 2025 December 31, 2023 2024 Change Selected period-end data:

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedMD&A
Commercial and multifamily real estate $ 33,618 $ 31,903 $ 34,446 (7)% 5% Commercial and industrial 55,644 55,272 56,042 (1) 1 Total commercial banking $ 89,262 $ 87,175 $ 90,488 (4) 2 Nonperforming loan rate 1.36 % 1.39 % 0.84 % 55bps (3)bps Nonperforming asset rate(4) 1.39 0.84 55 1.39 — Allowance for credit losses(2) $ 1,451 $ 1,400 $ 1,545 (9)% 4% Allowance coverage ratio 1.61% 1.71% (10)bps 1.63% 1.61 % 2bps Deposits $ 31,250 $ 31,691 $ 32,712 (3)% (1)% Loans serviced for others 52,240 52,749 52,341 1 (1)

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedMD&A
Finance(1) Finance 42% 39% 31% Real Estate & Construction(2) Construction 25 26 30 Government & Education 8 8 Commercial Services 4 4 Health Care & Pharmaceuticals 3 4 6 Commercial Services 4 4 Food & Beverage Manufacturing & Wholesale 3 3 Oil, Gas & Pipelines 2 3 Technology, Telecommunications & Media 3 2 Oil, Gas & Pipelines 3 3 Other 13 16 11 10 Total 100 % 100% 100%

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedMD&A
Our allowance for credit losses increased by $962 million $7.2 billion to $16.3 $23.4 billion and our allowance coverage ratio increased by 19 bps to 4.96% as of December 31, 2024 2025 compared to December 31, 2023 2024 primarily driven by an the initial allowance build due to the Walmart Program Termination for credit losses acquired in the second quarter of 2024. Transaction.

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedMD&A
Net interest income increased by $2.0 $11.7 billion to $31.2 $42.9 billion in 2024 2025 compared to 2023 2024 primarily driven by higher average loan balances and margins in our credit card loan portfolio, balances, including the impacts of the elimination of revenue sharing provisions due to the Walmart Program Termination, partially offset by higher Transaction, and lower rates paid on interest-bearing deposits.

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedMD&A
(Dollars in millions, except per share data and as noted) 2025 2024 2023 2022 2025 vs. 2024 2024 vs. 2023 2023 vs. 2022 Income statement Interest income $ 58,696 $ 46,034 $ 41,938 $ 31,237 28% 10% 34% Interest expense 15,818 14,826 12,697 4,123 7 17 ** Net interest income $ 42,878 31,208 $ 29,241 $ 27,114 37 7 8 Non-interest income 10,556 7,904 7,546 7,136 34 5 6 Total net revenue 53,434 39,112 36,787 34,250 37 6 7 Provision for credit losses 20,655 11,716 10,426 5,847 76 12 78 Non-interest expense:

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedMD&A
Net interest income $ 2,334 $ 2,391 $ 2,518 $ 2,461 (2)% (5)% 2% Non-interest income 1,321 1,210 1,002 1,129 9 21 (11) Total net revenue(1) 3,655 3,601 3,520 3,590 1 2 (2) Provision for credit losses(2) 287 8 605 415 ** (99) 46 Non-interest expense 1,999 2,011 2,011 2,070 (1) — (3) Income from continuing operations before income taxes 1,369 1,582 904 1,105 (13) 75 (18) Income tax provision 326 373 213 262 (13) 75 (19) Income from continuing operations, net of tax $ 1,043 $ 1,209 $ 691 $ 843 (14) 75 (18) Selected performance metrics:

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedMD&A
(Percentage of portfolio) December 31, 2024 2025 December 31, 2023 2024 Domestic credit card—Refreshed FICO scores:(1) Greater than 660 73% 69% 68% 660 or below 27 31 32 Total 100% 100% Personal loans—Refreshed FICO scores:(1) Greater than 660 94% N/A 621 - 660 3 N/A 620 or below 3 N/A Total 100% N/A Auto—At origination FICO scores:(2) Greater than 660 51% 54% 53% 621 - 660 19 20 19 620 or below 27 30 27 Total 100% 100%

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedMD&A
Under the Stress Capital Buffer Rule, the Company’s “standardized approach capital conservation buffer” includes its stress capital buffer requirement (as described below), below) and any G-SIB Surcharge (which is not applicable to us) and the countercyclical capital buffer requirement (which is currently set at 0%). applicable to the Company generally would be effective twelve months after the announcement of such an increase, unless the Federal Reserve sets an earlier effective date.

Read it in 10-K 2026-02-19 at sec.gov ↗

RewordedMD&A
Stockholders’ equity increased by $2.7 $52.8 billion to $60.8 $113.6 billion as of December 31, 2024 2025 from December 31, 2023 2024 primarily driven by net income reissuance of $4.8 billion, partially offset by treasury stock dividends and an increase in accumulated other comprehensive loss. of $50.6 billion related to the Transaction.

Read it in 10-K 2026-02-19 at sec.gov ↗

Quiet changesMD&A
We estimate our uninsured amounts based on methodologies and assumptions used for our “Consolidated Reports of Condition and Income” (FFIEC 031) filed with the Federal Banking Agencies, primarily adjusted to exclude intercompany balances and cash collateral received on certain derivative contracts which are not presented within deposits on our consolidated balance sheet.

Read it in 10-K 2026-02-19 at sec.gov ↗

Quiet changesMD&A
We estimate our uninsured amounts based on methodologies and assumptions used for our “Consolidated Reports of Condition and Income” (FFIEC 031) filed with the Federal Banking Agencies, primarily adjusted to exclude intercompany balances and cash collateral received on certain derivative contracts which are not presented within deposits on our consolidated balance sheet.

Read it in 10-K 2026-02-19 at sec.gov ↗

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