Financial Analysis

The following table presents revenue from contracts with customers and a reconciliation to non-interest income by business segment for the years ended December 31, 2025, 2024 and 2023. Table 18.2: Revenue from Contracts with Customers and Reconciliation to Segment Results Year Ended December 31, 2025 (Dollars in millions) Credit Card Consumer Banking Commercial Banking (1) Other (1) Consolidated Total Contract revenue: Discount and interchange fees, net (2) $ 5,319 $ 1,035 $ 89 $ 0 $ 6,443 Service charges and other customer-related fees 81 394 378 4 857 Other 543 213 6 0 762 Total contract revenue 5,943 1,642 473 4 8,062 Revenue (reduction) from other sources 1,795 33 848 (182) 2,494 Total non-interest income (loss) $ 7,738 $ 1,675 $ 1,321 $ (178) $ 10,556 Year Ended December 31, 2024 (Dollars in millions) Credit Card Consumer Banking Commercial Banking (1) Other (1) Consolidated Total Contract revenue: Interchange fees, net (2) $ 4,340 $ 434 $ 106 $ 2 $ 4,882 Service charges and other customer-related fees 0 88 372 0 460 Other 413 142 18 0 573 Total contract revenue 4,753 664 496 2 5,915 Revenue (reduction) from other sources 1,323 31 714 (79) 1,989 Total non-interest income (loss) $ 6,076 $ 695 $ 1,210 $ (77) $ 7,904 Year Ended December 31, 2023 (Dollars in millions) Credit Card Consumer Banking Commercial Banking (1) Other (1) Consolidated Total Contract revenue: Interchange fees, net (2) $ 4,333 $ 367 $ 91 $ 2 $ 4,793 Service charges and other customer-related fees 0 86 2 …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

NOTE 14STOCK-BASED COMPENSATION PLANS Stock Plans We have two active stock-based compensation plans available for the issuance of shares to employees and directors. As of December 31, 2025, under the Amended and Restated 2004 Stock Incentive plan (2004 Plan), we are authorized to issue 81 million common shares in various forms, primarily share-settled RSUs, PSUs and non-qualified stock options. Of this amount, approximately 15 million shares remain available for future issuance as of December 31, 2025. The 2004 Plan permits the use of newly issued shares or treasury shares upon the settlement of options and stock-based incentive awards, and we generally settle by issuing new shares. Additionally, as a result of the Transaction, we assumed the Discover Financial Services Omnibus Incentive Plan, under which approximately 17 million shares remain available for future issuance as of December 31, 2025. We also issue cash-settled RSUs. These cash-settled units are not counted against the common shares authorized for issuance or available for issuance under the 2004 Plan. Cash-settled units vesting during 2025, 2024 and 2023 resulted in cash payments to associates of $8 million, $5 million and $4 million, respectively. There was no unrecognized compensation cost for unvested cash-settled units as of December 31, 2025. Total stock-based compensation expense recognized during 2025, 2024 and 2023 was $776 million, $569 million and $513 million, respectively. The total income tax benefi …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

NOTE 17FAIR VALUE MEASUREMENT Fair value, also referred to as an exit price, is defined as the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The fair value accounting guidance provides a three-level fair value hierarchy for classifying financial instruments. This hierarchy is based on the markets in which the assets or liabilities trade and whether the inputs to the valuation techniques used to measure fair value are observable or unobservable. The fair value measurement of a financial asset or liability is assigned a level based on the lowest level of any input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are described below: Level 1: Valuation is based on quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Valuation is based on observable market-based inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Valuation is generated from techniques that use significant assumptions not observable in the market. Valuation techniques include pricing models, DCF methodologies or similar techniques. The accounting guidance for fair value mea …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

NOTE 7GOODWILL AND OTHER INTANGIBLE ASSETS The table below presents our goodwill, other intangible assets and MSRs as of December 31, 2025 and 2024. Goodwill and other intangible assets are presented separately, while MSRs are included in other assets on our consolidated balance sheets. Table 7.1: Components of Goodwill, Other Intangible Assets and MSRs December 31, 2025 (Dollars in millions) Carrying Amount of Assets Accumulated Amortization Net Carrying Amount Weighted Average Remaining Amortization Period Goodwill $ 28,509 N/A $ 28,509 N/A Other intangible assets (definite lived): Purchased credit card relationships (1) 10,469 $ (1,274) 9,195 10.3 years Network and financial partner relationships (2) 1,500 (84) 1,416 10.6 years Core deposit (2) 1,100 (125) 975 9.4 years Other (3) 121 (107) 14 4.8 years Total other intangible assets (definite lived): 13,190 (1,590) 11,600 10.3 years Other intangible assets (indefinite lived): Discover Network (2) 2,700 N/A 2,700 Brand / Trade names (2) 2,270 N/A 2,270 Other (4) 8 N/A 8 Total other intangible assets (indefinite lived): 4,978 N/A 4,978 Total other intangible assets 18,168 (1,590) 16,578 Total goodwill and other intangible assets $ 46,677 $ (1,590) $ 45,087 Commercial MSRs (5) $ 646 $ (343) $ 303 December 31, 2024 (Dollars in millions) Carrying Amount of Assets Accumulated Amortization Net Carrying Amount Weighted Average Remaining Amortization Period Goodwill $ 15,059 N/A $ 15,059 N/A Other intangible assets (definite lived): …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 16INCOME TAXES We recognize the current and deferred tax consequences of all transactions that have been recognized in the financial statements using the provisions of the enacted tax laws. Current income tax expense represents our estimated taxes to be paid or refunded for the current period and includes income tax expense related to our uncertain tax positions, as well as tax-related interest and penalties. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. We record valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. We record the effect of remeasuring deferred tax assets and liabilities due to a change in tax rates or laws as a component of income tax expense related to continuing operations for the period in which the change is enacted. We release income tax effects stranded in AOCI when an entire portfolio of the type of item is sold, terminated or extinguished. Income tax benefits are recognized when, based on their technical merits, they are more likely than not to be sustained upon examination. The amount recognized is the largest amount of benefit that is more likely than not to be realized upon settlement. The following table presents significant components of the provision for income taxes …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Newly Adopted Accounting Standards During the Year Ended December 31, 2025 Standard Guidance Adoption Timing and Financial Statement Impacts Income Tax Disclosures Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures Issued December 2023 Requires entities to annually disclose additional information regarding income tax rate reconciliations and make additional disclosures about income taxes paid. We adopted this standard as of December 31, 2025 using a retrospective transition method. See Note 16Income Taxes and the Consolidated Statements of Cash Flows for the required disclosures. …

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NOTE 15EMPLOYEE BENEFIT PLANS Defined Contribution Plan We sponsor a contributory Associate Savings Plan (the Plan) in which all full-time and part-time associates over the age of 18 are eligible to participate. We make non-elective contributions to each eligible associates account and match a portion of associate contributions. We also sponsor a voluntary non-qualified deferred compensation plan in which select groups of employees are eligible to participate. We make contributions to this plan based on participants deferral of salary, bonuses and other eligible pay. In addition, we match participants excess compensation (compensation over the Internal Revenue Service (IRS) compensation limit) less deferrals. As a result of the Transaction, we assumed Discover's qualified 401(k) plan in which eligible U.S. associates may participate. We make fixed contributions to eligible participants accounts and match a portion of participants contributions. In addition, we contribute a fixed contribution to eligible employees. We contributed $580 million during the year ended December 31, 2025 and $492 million during the years ended December 31, 2024 and 2023 to these plans. Defined Benefit Pension and Other Postretirement Benefit Plans We sponsor several frozen plans, including a qualified defined benefit pension plan (Capital One Pension), several non-qualified defined benefit pension plans, and a plan that provides other postretirement benefits, including medical and life insurance cov …

PensionAndOtherPostretirementBenefitsDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 21RELATED PARTY TRANSACTIONS In the ordinary course of business, we may have loans issued to our executive officers, directors and principal stockholders. Pursuant to our policy, such loans are issued on the same terms as those prevailing at the time for comparable loans to unrelated persons and do not involve more than the normal risk of collectability. …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 18BUSINESS SEGMENTS AND REVENUE FROM CONTRACTS WITH CUSTOMERS Our principal operations are organized into three major business segments, which are defined primarily based on the products and services provided or the types of customers served: Credit Card, Consumer Banking and Commercial Banking. The operations of acquired businesses have been integrated into or managed as a part of our existing business segments. Certain activities that are not part of a business segment are included in the Other category, such as the management of our corporate investment portfolio and asset/liability positions performed by our centralized Corporate Treasury group and any residual tax expense or benefit beyond what is assessed to our business segments in order to arrive at the consolidated effective tax rate. The Other category also includes unallocated corporate expenses that do not directly support the operations of the business segments or for which the business segments are not considered financially accountable in evaluating their performance, such as certain restructuring charges, integration expenses and certain liabilities incurred by Discover ahead of the Transaction. Credit Card: Consists of our domestic consumer card lending, personal loans, domestic small business card lending and international card businesses in the U.K. and Canada. Consumer Banking: Consists of our deposit gathering and lending activities for consumers and small businesses, national auto lending and servic …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 11STOCKHOLDERS EQUITY Preferred Stock We may redeem each series of preferred stock at our option, in whole or in part, on any dividend payment date on or after the date set forth below for such series and subject to regulatory approval, at the liquidation preference per share plus any declared and unpaid dividends. Shares of Discover's Series C and Series D preferred stock that were outstanding immediately before the Transaction were converted at the time of the Transaction into shares of Capital Ones newly issued Series O and Series P preferred stock, respectively. Series P was fully redeemed on June 30, 2025. For additional information, refer to Note 2Business Combinations and Discontinued Operations. For more information on the terms of our preferred stock, please refer to the relevant certificate of designations filed as exhibits. The following table summarizes our preferred stock outstanding as of December 31, 2025 and 2024. Table 11.1: Preferred Stock Outstanding (1) Redeemable by Issuer Beginning Per Annum Dividend Rate Dividend Frequency Liquidation Preference per Share Total Shares Outstanding as of December 31, 2025 Carrying Value (in millions) Series Description Issuance Date December 31, 2025 December 31, 2024 Series I 5.000% Non-Cumulative September 11, 2019 December 1, 2024 5.000% Quarterly $ 1,000 1,500,000 $ 1,462 $ 1,462 Series J 4.800% Non-Cumulative January 31, 2020 June 1, 2025 4.800% Quarterly 1,000 1,250,000 1,209 1,209 Series K 4.625% Non-Cumulativ …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 22SUBSEQUENT EVENTS On January 22, 2026, Capital One Financial Corporation entered into an Agreement and Plan of Merger and Reorganization (the Brex Merger Agreement) with Brex Inc., a Delaware corporation (Brex), and certain other parties thereto, pursuant to which, upon the terms and subject to the conditions set forth therein, the Company will acquire Brex (the Brex Transaction). The completion of the Brex Transaction is subject to the satisfaction of customary closing conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Pursuant to the terms and subject to the conditions set forth in the Brex Merger Agreement, the Company will acquire the outstanding equity of Brex for $5.15 billion in aggregate consideration, subject to certain adjustments described in the Brex Merger Agreement, consisting of approximately $2.58 billion in cash and approximately 10.6 million shares of common stock of Capital One. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing

The following table presents revenue from contracts with customers and a reconciliation to non-interest income by business segment for the three and six months ended June 30, 2026 and 2025. Table 13.2: Revenue from Contracts with Customers and Reconciliation to Segment Results (1) Three Months Ended June 30, 2026 (Dollars in millions) Credit Card Consumer Banking Commercial Banking (2) Other (2) Consolidated Total Contract revenue: Discount and interchange fees, net (2) $ 1,718 $ 538 $ $ $ 2,256 Service charges and other customer-related fees 32 152 67 251 Other 188 65 1 1 255 Total contract revenue 1,938 755 68 1 2,762 Revenue (reduction) from other sources 575 23 197 (81) 714 Total non-interest income (loss) $ 2,513 $ 778 $ 265 $ (80) $ 3,476 Six Months Ended June 30, 2026 (Dollars in millions) Credit Card Consumer Banking Commercial Banking (2) Other (2) Consolidated Total Contract revenue: Discount and interchange fees, net (3) $ 3,187 $ 1,013 $ 20 $ $ 4,220 Service charges and other customer-related fees 54 301 143 2 500 Other 324 123 3 2 452 Total contract revenue 3,565 1,437 166 4 5,172 Revenue (reduction) from other sources 1,101 24 427 (162) 1,390 Total non-interest income (loss) $ 4,666 $ 1,461 $ 593 $ (158) $ 6,562 Three Months Ended June 30, 2025 (Dollars in millions) Credit Card Consumer Banking Commercial Banking (2) Other (2) Consolidated Total Contract revenue: Discount and interchange fees, net (3) $ 1,207 $ 248 $ 23 $ $ 1,478 Service charges and other custom …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

NOTE 12FAIR VALUE MEASUREMENT Fair value, also referred to as an exit price, is defined as the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The fair value accounting guidance provides a three-level fair value hierarchy for classifying financial instruments. This hierarchy is based on the markets in which the assets or liabilities trade and whether the inputs to the valuation techniques used to measure fair value are observable or unobservable. The fair value measurement of a financial asset or liability is assigned a level based on the lowest level of any input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are described below: Level 1: Valuation is based on quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Valuation is based on observable market-based inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Valuation is generated from techniques that use significant assumptions not observable in the market. Valuation techniques include pricing models, DCF methodologies or similar techniques. The accounting guidance for fair value mea …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

NOTE 7GOODWILL AND OTHER INTANGIBLE ASSETS The table below presents our goodwill, other intangible assets and MSRs as of June 30, 2026 and December 31, 2025. Goodwill and other intangible assets are presented separately, while MSRs are included in other assets on our consolidated balance sheets. Table 7.1: Components of Goodwill, Other Intangible Assets and MSRs June 30, 2026 (Dollars in millions) Carrying Amount of Assets Accumulated Amortization Net Carrying Amount Goodwill $ 31,866 N/A $ 31,866 Other intangible assets (definite lived): Purchased credit card relationships 10,469 $ (2,092) 8,377 Network and financial partner relationships 1,500 (151) 1,349 Core deposit 1,100 (219) 881 Other (1) 612 (120) 492 Total other intangible assets (definite lived): 13,681 (2,582) 11,099 Other intangible assets (indefinite lived): Discover Network 2,700 N/A 2,700 Brand / Trade names 2,270 N/A 2,270 Other (2) 8 N/A 8 Total other intangible assets (indefinite lived): 4,978 N/A 4,978 Total other intangible assets 18,659 (2,582) 16,077 Total goodwill and other intangible assets $ 50,525 $ (2,582) $ 47,943 Commercial MSRs $ 648 $ (362) $ 286 December 31, 2025 (Dollars in millions) Carrying Amount of Assets Accumulated Amortization Net Carrying Amount Goodwill $ 28,509 N/A $ 28,509 Other intangible assets (definite lived): Purchased credit card relationships 10,469 $ (1,274) 9,195 Network and financial partner relationships 1,500 (84) 1,416 Core deposit 1,100 (125) 975 Other (1) 121 (107) 14 …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 13BUSINESS SEGMENTS AND REVENUE FROM CONTRACTS WITH CUSTOMERS Our principal operations are organized into three major business segments, which are defined primarily based on the products and services provided or the types of customers served: Credit Card, Consumer Banking and Commercial Banking. The operations of acquired businesses have been integrated into or managed as a part of our existing business segments. Certain activities that are not part of a business segment are included in the Other category, such as the management of our corporate investment portfolio and asset/liability positions performed by our centralized Corporate Treasury group and any residual tax expense or benefit beyond what is assessed to our business segments in order to arrive at the consolidated effective tax rate. The Other category also includes unallocated corporate expenses that do not directly support the operations of the business segments or for which the business segments are not considered financially accountable in evaluating their performance, such as certain restructuring charges and Discover integration expenses. Credit Card: Consists of our domestic consumer card lending, personal loans, domestic small business card lending, corporate card lending and international card businesses in the U.K. and Canada. Consumer Banking: Consists of our deposit gathering and lending activities for consumers and small businesses, national auto lending and services offered by the Global Payment N …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 10STOCKHOLDERS EQUITY Preferred Stock We may redeem each series of preferred stock at our option, in whole or in part, on any dividend payment date on or after the date set forth below for such series and subject to regulatory approval, at the liquidation preference per share plus any declared and unpaid dividends. For more information on the terms of our preferred stock, please refer to the relevant certificate of designations filed as exhibits to our 2025 Form 10-K. The following table summarizes our preferred stock outstanding as of June 30, 2026 and December 31, 2025. Table 10.1: Preferred Stock Outstanding (1) Redeemable by Issuer Beginning Per Annum Dividend Rate Dividend Frequency Liquidation Preference per Share Total Shares Outstanding as of June 30, 2026 Carrying Value (in millions) Series Description Issuance Date June 30, 2026 December 31, 2025 Series I 5.000% Non-Cumulative September 11, 2019 December 1, 2024 5.000% Quarterly $ 1,000 1,500,000 $ 1,462 $ 1,462 Series J 4.800% Non-Cumulative January 31, 2020 June 1, 2025 4.800% Quarterly 1,000 1,250,000 1,209 1,209 Series K 4.625% Non-Cumulative September 17, 2020 December 1, 2025 4.625% Quarterly 1,000 125,000 122 122 Series L 4.375% Non-Cumulative May 4, 2021 September 1, 2026 4.375% Quarterly 1,000 675,000 652 652 Series M 3.950% Fixed Rate Reset Non-Cumulative June 10, 2021 September 1, 2026 3.950% through 8/31/2026; resets 9/1/2026 and every subsequent 5 year anniversary at 5-Year Treasury Rate +3.157% Qu …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing