Capital One (NYSE: COF) sells $2.75B in fixed-to-floating senior notes due 2031, 2036

Rhea-AI Filing Summary

Capital One Financial Corporation completed a public debt offering of two new senior note series. The company issued $1.25 billion of 4.493% Fixed-to-Floating Rate Senior Notes due 2031 and $1.5 billion of 5.197% Fixed-to-Floating Rate Senior Notes due 2036, for total issuance of $2.75 billion in senior debt.

The notes were sold under an underwriting agreement dated September 8, 2025 with a syndicate led by Citigroup, Goldman Sachs, Morgan Stanley, RBC Capital Markets and Capital One Securities. They were issued under the company’s existing senior indenture and registered on an effective shelf registration statement on Form S-3.

Insights

Credit and capital structure analyst

Capital One adds $2.75B of term senior debt at fixed-to-floating rates.

Capital One issued $1.25B of 4.493% notes due 2031 and $1.5B of 5.197% notes due 2036. Both are senior unsecured obligations under an existing indenture, expanding the company’s term funding with staggered maturities.

The fixed-to-floating structure means coupons are fixed initially, then reset to a floating benchmark plus a spread as defined in the note forms. Underwriters include major dealers such as Citigroup, Goldman Sachs and Morgan Stanley, indicating standard market placement.

The notes are registered under a Form S-3 shelf, giving broad distribution potential in public markets. Future disclosures in periodic reports can clarify how this additional senior debt interacts with overall leverage, funding mix and interest expense over the lives of the 2031 and 2036 notes.

8-K Event Classification

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, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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

September 11, 2025

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 11, 2025, Capital One Financial Corporation (the “Company”) closed the public offering of $1,250,000,000 aggregate principal amount of its 4.493% Fixed-to-Floating Rate Senior Notes due 2031 (the “2031 Fixed-to-Floating Rate Notes”) and $1,500,000,000 aggregate principal amount of its 5.197% Fixed-to-Floating Rate Senior Notes due 2036 (the “2036 Fixed-to-Floating Rate Notes” and, together with the 2031 Fixed-to-Floating Rate Notes, the “Notes”), pursuant to an underwriting agreement (the “Underwriting Agreement”), dated September 8, 2025, with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, 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 September 8, 2025
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 4.493% Fixed-to-Floating Rate Senior Note due 2031
4.4		Form of 5.197% Fixed-to-Floating Rate Senior Note due 2036
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: September 11, 2025				By:		/s/ Matthew W. Cooper
						Matthew W. Cooper
						General Counsel and Corporate Secretary

2

FAQ

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

Capital One reported closing a public offering of new senior notes totaling $2.75 billion. The issuance includes notes maturing in 2031 and 2036, expanding the company’s longer-term debt funding under its existing senior indenture and registered shelf program.

How much senior debt did Capital One (COF) issue and in what maturities?

Capital One issued $1.25 billion of senior notes due 2031 and $1.5 billion of senior notes due 2036. These two tranches total $2.75 billion in new senior unsecured debt under its long-standing senior indenture with The Bank of New York Mellon Trust Company.

What are the interest rates on Capital One’s new senior notes?

The 2031 notes carry a 4.493% fixed-to-floating rate coupon, while the 2036 notes carry a 5.197% fixed-to-floating rate coupon. Both start with fixed interest and later convert to floating rates as specified in their respective note forms attached as exhibits.

Under what legal framework were Capital One’s new notes issued?

The notes were issued under a senior indenture dated November 1, 1996, as supplemented on November 2, 2021. They are registered under the Securities Act of 1933 via Capital One’s Form S-3 shelf registration, enabling a public offering with standard documentation and protections.

Who underwrote the new Capital One senior note offering?

The underwriting syndicate was led by Citigroup Global Markets, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, and Capital One Securities. These firms acted as representatives of several underwriters under an agreement dated September 8, 2025.

What exhibits are associated with Capital One’s 8-K on the note issuance?

Exhibits include the underwriting agreement, the senior indenture, a supplemental indenture, the forms of the 2031 and 2036 notes, and a legal opinion with related consent. These documents provide detailed terms, legal structure, and counsel’s views on the validity of the securities.