Capital One (NYSE: COF) completes $1.5B 2032 and $1.5B 2037 note sale

Rhea-AI Filing Summary

Capital One Financial Corporation closed a public debt offering consisting of two senior note issues. The company issued $1,500,000,000 of 4.722% Fixed-to-Floating Rate Senior Notes due 2032 and $1,500,000,000 of 5.399% Fixed-to-Floating Rate Senior Notes due 2037 under an existing senior indenture. The notes were sold pursuant to an underwriting agreement with a syndicate led by major investment banks and were registered on an effective Form S-3 shelf registration statement.

Insights

Credit & capital structure analyst

Capital One adds two large fixed-to-floating senior note tranches, expanding long-term funding.

Capital One completed a public offering of $1,500,000,000 4.722% senior notes due 2032 and $1,500,000,000 5.399% senior notes due 2037. Both are fixed-to-floating rate instruments issued under the company’s longstanding senior indenture.

This transaction increases unsecured senior debt but extends the company’s funding profile with staggered maturities. Fixed-to-floating structures typically provide predictable initial interest cost with later rate resets, which can align funding costs more closely with market conditions over time.

The notes were issued off a Form S-3 shelf, indicating pre-established access to capital markets. Future disclosures in periodic reports can detail how this additional senior funding interacts with overall leverage, interest expense, and regulatory capital metrics.

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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

February 2, 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 February 2, 2026, Capital One Financial Corporation (the “Company”) closed the public offering of $1,500,000,000 aggregate principal amount of its 4.722% Fixed-to-Floating Rate Senior Notes due 2032 (the “2032 Fixed-to-Floating Rate Notes”) and $1,500,000,000 aggregate principal amount of its 5.399% 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 January 29, 2026, with Barclays Capital Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC and Capital One Securities, Inc., as representatives of the several underwriters listed therein. The Notes were issued pursuant to a Senior Indenture dated as of November 1, 1996 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 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 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 January 29, 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 4.722% Fixed-to-Floating Rate Senior Note due 2032
4.4		Form of 5.399% Fixed-to-Floating Rate Senior Note due 2037
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

1

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.

				CAPITAL ONE FINANCIAL CORPORATION
Date: February 2, 2026				By:		/s/ Matthew W. Cooper
						Matthew W. Cooper
						General Counsel and Corporate Secretary

2

FAQ

What did Capital One (COF) announce in this 8-K filing?

Capital One reported it closed a public offering of two senior note issues. The company issued $1,500,000,000 of 4.722% Fixed-to-Floating Rate Senior Notes due 2032 and $1,500,000,000 of 5.399% Fixed-to-Floating Rate Senior Notes due 2037 under an existing senior indenture.

What are the key terms of Capital One’s new 2032 senior notes (COF)?

The new 2032 notes are $1,500,000,000 aggregate principal amount of 4.722% Fixed-to-Floating Rate Senior Notes due 2032. They are unsecured senior obligations issued under Capital One’s senior indenture originally dated November 1, 1996 and supplemented on November 2, 2021.

What are the main features of Capital One’s 2037 senior notes (COF)?

The 2037 notes total $1,500,000,000 aggregate principal amount and carry a 5.399% Fixed-to-Floating Rate coupon, maturing in 2037. Like the 2032 series, they are senior notes issued under Capital One’s existing senior indenture with The Bank of New York Mellon Trust Company, N.A. as trustee.

How were Capital One’s new senior notes (COF) offered and registered?

The notes were sold in a public offering pursuant to an underwriting agreement dated January 29, 2026 with major underwriters. They were registered under the Securities Act of 1933 using Capital One’s shelf registration statement on Form S-3, File No. 333-277813.

Which banks underwrote Capital One’s new senior note offering (COF)?

Barclays Capital Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC and Capital One Securities, Inc. acted as representatives of the several underwriters. They led the syndicate that purchased and distributed the 2032 and 2037 senior notes to investors.