Capital One issues €1.5B in euro senior notes

Capital One issues €1.5B in euro senior notes

Rhea-AI Filing Summary

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Filing Exhibits & Attachments

Rhea-AI Filing Summary

Q: What new debt did CAPITAL ONE FINANCIAL CORP (COF) issue in this 8-K?

Q: What are the coupon rates and maturities of the new COF senior notes?

Q: Which banks underwrote Capital One’s €1.5 billion notes offering?

Q: Under what legal framework were the new COF notes issued and registered?

Q: Who is the paying agent for Capital One’s new euro senior notes?

Q: What type of securities are the new COF instruments described in the 8-K?

8-K Event Classification

Key Figures

Key Terms

What new debt did CAPITAL ONE FINANCIAL CORP (COF) issue in this 8-K?

What are the coupon rates and maturities of the new COF senior notes?

Which banks underwrote Capital One’s €1.5 billion notes offering?

Under what legal framework were the new COF notes issued and registered?

Who is the paying agent for Capital One’s new euro senior notes?

What type of securities are the new COF instruments described in the 8-K?

Positive

Negative

Capital One issued €750,000,000 of 4.326% Fixed-to-Floating Rate Senior Notes due 2032 and €750,000,000 of 4.832% Fixed-to-Floating Rate Senior Notes due 2037, for a total of €1.5 billion in senior notes.

The offering includes 4.326% Fixed-to-Floating Rate Senior Notes maturing in 2032 and 4.832% Fixed-to-Floating Rate Senior Notes maturing in 2037, both issued by Capital One Financial Corporation.

The underwriters were led by Barclays Bank PLC, Deutsche Bank AG, London Branch, Goldman Sachs & Co. LLC, Morgan Stanley & Co. International plc and Capital One Securities, Inc. as representatives of the several underwriters.

The notes were issued under a Senior Indenture dated November 1, 1996, as supplemented on November 2, 2021, and were registered under the Securities Act of 1933 via a registration statement on Form S-3 (File No. 333-277813).

The paying agent is The Bank of New York Mellon, London Branch, appointed under a Paying Agency Agreement dated September 15, 2026 entered into in connection with the closing of the offering.

They are Fixed-to-Floating Rate Senior Notes, ranking as senior unsecured debt of Capital One Financial Corporation, with initial fixed coupons that later convert to a floating rate, as set out in the note forms attached as exhibits.

Capital One Financial Corporation completed a €1.5 billion dual‑tranche euro senior notes offering with maturities in 2032 and 2037.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Capital One Financial Corporation (COF) closed a euro-denominated senior debt offering consisting of €750,000,000 aggregate principal amount of 4.326% Fixed-to-Floating Rate Senior Notes due 2032 and €750,000,000 aggregate principal amount of 4.832% Fixed-to-Floating Rate Senior Notes due 2037 (together, the Notes).

The Notes were issued under Capital One’s existing senior indenture structure, as supplemented, and were sold pursuant to an Underwriting Agreement dated September 9, 2026 with a syndicate of underwriters including Barclays Bank PLC, Deutsche Bank AG, London Branch, Goldman Sachs & Co. LLC, Morgan Stanley & Co. International plc and Capital One Securities, Inc. The company also entered into a Paying Agency Agreement with The Bank of New York Mellon, London Branch in connection with the offering.

Analyzing...

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

2032 Notes principal amount: €750,000,000 2037 Notes principal amount: €750,000,000 Coupon rate 2032 Notes: 4.326% +2 more

5 metrics

2032 Notes principal amount €750,000,000 Aggregate principal amount of 4.326% Fixed-to-Floating Rate Senior Notes due 2032

2037 Notes principal amount €750,000,000 Aggregate principal amount of 4.832% Fixed-to-Floating Rate Senior Notes due 2037

Coupon rate 2032 Notes 4.326% Fixed-to-Floating Rate Senior Notes due 2032

Coupon rate 2037 Notes 4.832% Fixed-to-Floating Rate Senior Notes due 2037

Total euro notes issued €1,500,000,000 Combined aggregate principal of both senior note tranches

Fixed-to-Floating Rate Senior Notes, Senior Indenture, Paying Agency Agreement, registration statement on Form S-3, +1 more

5 terms

Fixed-to-Floating Rate Senior Notes financial

"aggregate principal amount of 4.326% Fixed-to-Floating Rate Senior Notes due 2032"

A fixed-to-floating rate senior note is a debt security that pays interest at a set rate for an initial period and then switches to a variable rate linked to a market benchmark; “senior” means it has higher priority than other debt if the issuer faces trouble. For investors it matters because the switch changes income predictability and exposure to interest-rate swings, while senior status affects the relative safety and recovery prospects of the investment—think of it as a loan that starts with a steady paycheck and later becomes tied to the economy’s pulse.

Senior Indenture financial

"The Notes were issued pursuant to a Senior Indenture dated as of November 1, 1996"

Paying Agency Agreement financial

"the Company entered into a paying agency agreement (the “Paying Agency Agreement”) with"

registration statement on Form S-3 regulatory

"The Notes have been registered under the Securities Act of 1933 ... on Form S-3"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

Underwriting Agreement financial

"pursuant to an underwriting agreement (the “Underwriting Agreement”), dated September 9, 2026"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Capital One issued €750,000,000 of 4.326% Fixed-to-Floating Rate Senior Notes due 2032 and €750,000,000 of 4.832% Fixed-to-Floating Rate Senior Notes due 2037, for a total of €1.5 billion in senior notes.

The offering includes 4.326% Fixed-to-Floating Rate Senior Notes maturing in 2032 and 4.832% Fixed-to-Floating Rate Senior Notes maturing in 2037, both issued by Capital One Financial Corporation.

The underwriters were led by Barclays Bank PLC, Deutsche Bank AG, London Branch, Goldman Sachs & Co. LLC, Morgan Stanley & Co. International plc and Capital One Securities, Inc. as representatives of the several underwriters.

The notes were issued under a Senior Indenture dated November 1, 1996, as supplemented on November 2, 2021, and were registered under the Securities Act of 1933 via a registration statement on Form S-3 (File No. 333-277813).

The paying agent is The Bank of New York Mellon, London Branch, appointed under a Paying Agency Agreement dated September 15, 2026 entered into in connection with the closing of the offering.

They are Fixed-to-Floating Rate Senior Notes, ranking as senior unsecured debt of Capital One Financial Corporation, with initial fixed coupons that later convert to a floating rate, as set out in the note forms attached as exhibits.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/15/2026 - 04:12 PM Accepted by SEC EDGAR 09/15/2026 - 04:12 PM

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

September 15, 2026

Date of Report (Date of earliest event reported)

CAPITAL ONE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-13300

54-1719854

(State or other jurisdiction

of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)


1680 Capital One Drive
McLean, Virginia		22102
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (703) 720-1000

(Not applicable)

(Former name or former address, if changed since last report)

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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock (par value $.01 per share)	COF	New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series I	COF PRI	New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series J	COF PRJ	New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series K	COF PRK	New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series L	COF PRL	New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series N	COF PRN	New York Stock Exchange
1.650% Senior Notes Due 2029	COF29	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

On September 15, 2026, Capital One Financial Corporation (the “Company”) closed the public offering of €750,000,000 aggregate principal amount of 4.326% Fixed-to-Floating Rate Senior Notes due 2032 (the “2032 Fixed-to-Floating Rate Notes”) and €750,000,000 aggregate principal amount of 4.832% Fixed-to-Floating Rate Senior Notes due 2037 (the “2037 Fixed-to-Floating Rate Notes” and, together with the 2032 Fixed-to-Floating Rate Notes, the “Notes”), pursuant to an underwriting agreement (the “Underwriting Agreement”), dated September 9, 2026, with Barclays Bank PLC, Deutsche Bank AG, London Branch, Goldman Sachs & Co. LLC, Morgan Stanley & Co. International plc and Capital One Securities, Inc., as representatives of the several underwriters listed therein. In connection with the closing of the offering, the Company entered into a paying agency agreement (the “Paying Agency Agreement”) with The Bank of New York Mellon, London Branch, as paying agent. The Notes were issued pursuant to a Senior Indenture dated as of November 1, 1996 (the “Base Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (as successor to Harris Trust and Savings Bank), as Indenture Trustee (the “Trustee”), as supplemented by the First Supplemental Indenture dated as of November 2, 2021 between the Company and the Trustee (the “Supplemental Indenture”). The Notes have been registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3 (File No. 333-277813).

The foregoing description of the Underwriting Agreement, Notes, the Base Indenture, the Supplemental Indenture, the Paying Agency Agreement and other documents relating to this transaction does not purport to be complete and is qualified in its entirety by reference to the full text of these securities and documents, forms or copies of which are attached as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

1.1		Underwriting Agreement dated as of September 9, 2026

4.1		Senior Indenture dated as of November 1, 1996 between Capital One Financial Corporation and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (as successor to Harris Trust and Savings Bank), as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Report on Form 8-K, filed on November 13, 1996)

4.2		First Supplemental Indenture dated as of November 2, 2021 to the Senior Indenture dated as of November 1, 1996 between Capital One Financial Corporation and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (as successor to Harris Trust and Savings Bank), as trustee (incorporated by reference to Exhibit 4.2 of the Company’s Report on Form 8-K, filed on November 2, 2021)

4.3		Form of 4.326% Fixed-to-Floating Rate Senior Note due 2032

4.4		Form of 4.832% Fixed-to-Floating Rate Senior Note due 2037

4.5		Paying Agency Agreement dated as of September 15, 2026

5.1		Opinion of Davis Polk & Wardwell LLP

23.1		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)

104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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.

Source: View Original Filing on SEC EDGAR

9 documents

CAPITAL ONE FINANCIAL CORPORATION

Date: September 15, 2026

/s/ Matthew W. Cooper

Matthew W. Cooper

General Counsel and Corporate Secretary