UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

March 14, 2012

Date of Report (Date of earliest event reported)

Commission File No. 1-13300

CAPITAL ONE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:

(703) 720-1000

(Former name, former address and former fiscal year, if changed since last report)

(Not applicable)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Recent Developments

In January 2012, Capital One Financial Corporation (the “Company”) submitted its capital plan to the Board of Governors of the Federal Reserve (the “Federal Reserve”) as part of the 2012 Comprehensive Capital Analysis and Review (“CCAR”). On March 13, 2012, the Company was informed that the Federal Reserve had no objection to the capital actions contained in the Company’s capital plan submitted under CCAR. The Company announced two strategic acquisitions in 2011 and the expectation that it would raise common equity capital in support of each acquisition. As a result, as part of its capital plan for CCAR, the Company included a $1.25 billion common equity raise by the end of the second quarter of 2012. On March 14, 2012, the Company issued a press release announcing an underwritten public offering of $1.25 billion of its common stock. Morgan Stanley & Co. LLC, Barclays Capital Inc., Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC are acting as book-running managers for the offering. The Company intends to use the net proceeds of the offering to fund a portion of its previously announced acquisition of the HSBC U.S. credit card business (defined below). The press release is attached as Exhibit 99.1 hereto and incorporated by reference in this Item 7.01.

The Company expects earnings per share from continuing operations in the first quarter of 2012 of at least $2.50, inclusive of an expected bargain purchase gain of approximately $600 million, or approximately $1.15 per share, related to the ING Direct Acquisition (defined below) in the first quarter.

The Company continues to target a Tier 1 common ratio in the mid-9% range at the end of the second quarter of 2012, inclusive of the expected completion of the HSBC Acquisition (defined below). The Company expects its Tier 1 common ratio at the end of the first quarter of 2012 to be well above 11%, including the impact of, among other things, expected first quarter earnings, the issuance of 40 million shares of common stock on February 16, 2012, in connection with the settlement of the forward sale agreements we executed in July 2011, the issuance of approximately 54 million shares of common stock to ING Bank N.V. on February 17, 2012, in connection with the closing of the ING Direct Acquisition and the expected completion of the common stock offering referenced above.

In June 2011, the Company entered into a definitive agreement with ING Groep N.V., ING Bank N.V., ING Direct N.V., and ING Direct Bancorp under which the Company agreed to acquire substantially all of such entities’ ING Direct business in the United States (“ING Direct”). On February 17, 2012, the Company completed the acquisition of ING Direct (the “ING Direct Acquisition”). In August 2011, the Company announced that it had entered into a purchase agreement with HSBC Finance Corporation, HSBC USA Inc. and HSBC Technology and Services (USA) Inc., to acquire substantially all of the assets and assume liabilities of the sellers’ credit card and private-label credit card business in the United States (other than the HSBC Bank USA, National Association consumer credit card program and certain other retained assets and liabilities) (the “HSBC U.S. credit card business”) for a premium estimated at $2.6 billion as of June 30, 2011 (the “HSBC Acquisition”).

Financial Statements and Information

In this Current Report on Form 8-K, the Company is providing the following information: (i) audited consolidated financial statements of ING Bank, fsb (“ING Bank”, whose equity interests, among others, were acquired in the ING Direct Acquisition) as of and for the years ended December 31, 2011 and December 31, 2010, attached hereto as Exhibit 99.2 and incorporated by reference in this Item 7.01; (ii) financial statements of HSBC Card and Retail Services as of and for the years ended December 31, 2011 and December 31, 2010, attached hereto as Exhibit 99.3 and incorporated by reference in this Item 7.01; and (iii) preliminary unaudited pro forma condensed combined financial statements as of and for the year ended December 31, 2011, attached as Exhibit 99.4 hereto and incorporated by reference in this Item 7.01.

As explained in more detail in the accompanying notes to the pro forma financial information, the preliminary pro forma business combination adjustments reflected in the preliminary pro forma financial information are subject to adjustment. The Company expects to amend its Form 8-K filed on February 17, 2012, to provide final unaudited pro forma condensed combined financial statements to reflect the ING Direct Acquisition. The Company also expects that after the closing of the HSBC Acquisition it will file, pursuant to Item 2.01 of Form 8-K, finalized pro forma financial information with respect to the HSBC Acquisition.

Note: Information in this report (including the exhibits) furnished pursuant to Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD. Furthermore, the information provided in Exhibits 99.1 (which press release is incorporated by reference into this Item 7.01), 99.2, 99.3 and 99.4 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, unless such incorporation by reference is specifically referenced therein.

Cautionary Statements Regarding Forward-Looking Statements.

The attached press release and information provided pursuant to Items 7.01 and 9.01 contain forward-looking statements, which involve a number of risks and uncertainties. The Company cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information as a result of various factors including, but not limited to, the following:

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.