Capital One Financial Corporation is issuing two new series of senior unsecured notes totaling $3.0 billion. The company will offer $1.5 billion of 4.722% fixed‑to‑floating rate notes due 2032 and $1.5 billion of 5.399% fixed‑to‑floating rate notes due 2037. Both issues pay semi‑annual fixed interest until one year before maturity, then convert to a floating rate based on SOFR plus a spread (1.150% for the 2032 notes and 1.508% for the 2037 notes) with quarterly payments. Capital One may redeem each series once, in whole but not in part, exactly one year prior to maturity at 100% of principal plus accrued interest. The notes rank equally with Capital One’s other unsecured, unsubordinated debt and are structurally subordinated to obligations of its subsidiaries. Net proceeds of about $2.983 billion are intended for general corporate purposes, including debt repayment, share repurchases, acquisitions, working capital and investments in subsidiaries, following the closing of the Discover acquisition.
Capital One Financial Corporation is offering two new fixed-to-floating rate senior notes maturing in 2032 and 2037. Each series pays a fixed interest rate from issuance until one year before maturity, then switches to a floating rate based on SOFR plus a stated spread, with interest paid quarterly in the floating period.
The notes are unsecured senior obligations of Capital One, rank equally with its other unsecured and unsubordinated debt, and are structurally subordinated to liabilities of subsidiaries such as Capital One, National Association. They are not bank deposits and are not insured or guaranteed by the FDIC or any other government agency.
Capital One may redeem each series once, in whole but not in part, one year before its maturity at 100% of principal plus accrued interest, creating reinvestment risk for investors. Net proceeds are expected to be used for general corporate purposes, including debt repayment, capital actions and investments in subsidiaries. The filing highlights risks around SOFR as a relatively new benchmark, limited events of default, potential subordination in stress scenarios, and regulatory resolution powers under the Dodd-Frank Act that could affect recoveries on the notes.
Capital One Financial Corporation has agreed to acquire Brex Inc. under an Agreement and Plan of Merger and Reorganization. The deal values Brex at an aggregate consideration of $5,150,000,000, consisting of approximately $2.75 billion in cash and approximately 10.6 million shares of Capital One common stock. The transaction is subject to customary closing conditions, including required regulatory approvals, so it is not yet complete.
The Capital One shares to be issued in the transaction are intended to be exempt from registration under the Securities Act by relying on Section 4(a)(2). Capital One and Brex issued a joint press release announcing the signing of the merger agreement, which is included as an exhibit. The filing also includes standard cautionary language that forward-looking statements about the expected benefits of the deal are subject to risks, including that those benefits may not be fully realized.
Capital One Financial Corporation furnished an update on its credit performance for the most recent month. Through this current report, the company is providing investors with its Monthly Charge-Off and Delinquency Metrics for its lending portfolios as of and for the month ended December 31, 2025. This information is included as Exhibit 99.1 under a Regulation FD disclosure, meaning it is being shared publicly to keep all investors equally informed.
The filing does not change any securities or corporate structure; it simply makes detailed credit quality data available in a supplemental exhibit for those tracking Capital One’s charge-off and delinquency trends.
Capital One Financial Corporation filed a current report announcing that it released its financial results for the fourth quarter ended December 31, 2025. The company furnished a press release and a detailed financial supplement as exhibits, which include its earnings information and related non-GAAP reconciliations.
Capital One also scheduled an earnings conference call and live webcast on January 22, 2026 at 5:00 PM Eastern Time, accessible through its Investor Center on the corporate website. A replay of the webcast will remain available on the site until February 5, 2026 at 5:00 PM Eastern Time, allowing investors and analysts additional time to review management’s discussion of the quarterly performance.
Capital One Financial Corporation officer Matthew W. Cooper, General Counsel & Corporate Secretary, reported a sale of common stock. On January 6, 2026, he sold 2,000 shares of Capital One common stock at $250 per share, a transaction coded as a sale. After this trade, he directly owned 92,486 shares of the company’s common stock.
The filing notes that this transaction was executed under a pre-arranged Rule 10b5-1 trading plan that Cooper entered into on January 23, 2025. Such plans allow insiders to sell shares according to a preset schedule, helping separate personal trading decisions from day-to-day corporate developments.
Capital One Financial Corp insider share sale disclosed. A company officer, listed as President, Software, International & Small Business, sold 13,450 shares of Capital One common stock on 01/05/2026 at a price of $250 per share. After this transaction, the officer beneficially owned 30,337 shares directly.
The sale was executed under a pre-arranged Rule 10b5-1 trading plan that the reporting person entered into on February 13, 2025. Such plans are designed to allow insiders to sell shares according to a preset schedule, helping separate personal trading decisions from day-to-day corporate developments.
Capital One Financial Corp. officer and President of Banking & Premium Products reported an insider stock sale. On 01/02/2026, the insider sold 3,163 shares of Capital One common stock at a price of $244.35 per share in a transaction coded "S" for sale. After this transaction, the insider directly owned 66,692 shares of Capital One common stock. The filing notes that this sale was executed under a pre-arranged trading plan entered into on August 14, 2025 in accordance with Rule 10b5-1.
Capital One Financial Corp. reported an insider stock sale by a senior executive. The Pres, Retail Bank sold 2,064 shares of common stock on 01/02/2026 at a price of $244.35 per share in a transaction coded "S," indicating a sale.
After this sale, the executive beneficially owns 61,373 shares of Capital One common stock in direct form. The filing notes that this trade was carried out under a pre-established Rule 10b5-1 trading plan that the reporting person entered into on August 14, 2025, and that the share count includes stock acquired through the company’s Associate Stock Purchase Plan since the last reported transaction.
COF insider Matthew Cooper filed a notice under Rule 144 to sell 2,000 shares of common stock through Morgan Stanley Smith Barney LLC on the NYSE. The planned sale has an aggregate market value of $500,000.00, compared with 635,733,605 common shares outstanding. In the past three months, Cooper sold 2,000 common shares on 11/04/2025 for gross proceeds of $438,820.00 and another 2,000 shares on 12/02/2025 for $443,080.00. The shares to be sold were acquired as performance shares from the issuer on 02/15/2024 and 03/11/2024.