8-KOther EventsExhibits & Filings

CAPITAL ONE FINANCIAL CORP 8-K Report, Corporate Update (Sep 11, 2025)

Filed September 11, 2025For Securities:COFCOF-PLCOF-PICOF-PKCOF-PNCOF-PJ

Summary

Capital One Financial Corporation (COF) has successfully closed a public offering of senior notes totaling $2.75 billion. This offering includes $1.25 billion in 4.493% Fixed-to-Floating Rate Senior Notes due 2031 and $1.50 billion in 5.197% Fixed-to-Floating Rate Senior Notes due 2036. These notes were issued under existing indenture agreements and have been registered with the SEC. The issuance was facilitated through an underwriting agreement with a syndicate of prominent financial institutions, including Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC. This significant debt issuance provides Capital One with additional capital, likely to support its ongoing business operations, potential acquisitions, or to manage its balance sheet. Investors should note the fixed-to-floating rate nature of these notes, which means the interest rate will transition from a fixed rate to a floating rate at a future point, introducing potential changes in yield over the life of the debt. The specific terms and conditions are detailed in the filed exhibits, including the underwriting agreement and forms of the notes.

Key Highlights

  • 1Capital One Financial Corporation closed a public offering of $2.75 billion in senior notes.
  • 2The offering comprises $1.25 billion of 4.493% Fixed-to-Floating Rate Senior Notes due 2031.
  • 3The offering also includes $1.50 billion of 5.197% Fixed-to-Floating Rate Senior Notes due 2036.
  • 4The notes are issued under Capital One's existing Senior Indenture and First Supplemental Indenture.
  • 5The issuance was conducted through an underwriting agreement with a syndicate of major financial institutions.
  • 6The notes are registered under the Securities Act of 1933.
  • 7The interest rates on the notes are structured as fixed-to-floating, implying a future rate adjustment.

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