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CAPITAL ONE FINANCIAL CORP 8-K Report, Corporate Update (Feb 2, 2026)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed February 2, 2026
Period End
February 2, 2026
In the record · 2016–202610-K1110-Q328-K410

COF filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 410 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Jan ’23Jan ’23
  2. Leadership change8-K · Feb ’25Feb ’25

01—Abstract

Summary

Summary of the 8-K filed February 2, 2026. Cited figures are marked; the original filing is the authoritative source.

Capital One Financial Corporation (COF) has announced the successful closing of a public offering of senior notes totaling $3 billiona.

This offering comprises two tranches: $1.5 billionb in 4.722% Fixed-to-Floating Rate Senior Notes due 2032 and $1.5 billion in 5.399% Fixed-to-Floating Rate Senior Notes due 2037. The issuance was conducted under an underwriting agreement with a syndicate of major financial institutions, including Barclays Capital Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, and Capital One Securities, Inc. This debt issuance represents a strategic move to bolster Capital One's capital structure and potentially fund ongoing operations or future growth initiatives.

The fixed-to-floating rate feature provides flexibility, allowing the company to adjust interest payments based on market conditions after an initial fixed-rate period. Investors can view this as a sign of the company's continued access to capital markets and its proactive approach to managing its balance sheet.

02—Key points

Key Highlights

  1. Capital One successfully closed a $3 billion public offering of senior notes.
  2. The offering consists of $1.5 billion in 4.722% Fixed-to-Floating Rate Senior Notes due 2032.
  3. The offering also includes $1.5 billion in 5.399% Fixed-to-Floating Rate Senior Notes due 2037.
  4. The notes are structured as fixed-to-floating rate debt, offering flexibility in interest payments.
  5. The issuance was managed by a syndicate of prominent underwriters, including Barclays, J.P. Morgan, Morgan Stanley, and Wells Fargo.
  6. The notes were registered under a Form S-3 shelf registration statement.
  7. The transaction was executed under an underwriting agreement dated January 29, 2026.

03—Questions

Frequently Asked Questions

  1. What is the primary purpose of this debt issuance?

    The primary purpose of this debt issuance is to raise capital, which can be used for various corporate purposes, including strengthening the company's capital structure, funding general corporate activities, or supporting future growth initiatives. The fixed-to-floating rate structure offers flexibility in managing interest expenses.

  2. What are the key terms of the senior notes issued?

    Capital One issued two series of senior notes: $1.5 billion of 4.722% Fixed-to-Floating Rate Senior Notes due 2032 and $1.5 billion of 5.399% Fixed-to-Floating Rate Senior Notes due 2037. Both notes have an initial fixed interest rate period and will transition to a floating rate thereafter.

  3. What is the significance of the 'fixed-to-floating' rate feature?

    The 'fixed-to-floating' rate feature means that the notes will initially bear a fixed interest rate until a certain date or event, after which the interest rate will adjust periodically based on a benchmark floating rate (e.g., SOFR). This can offer Capital One the ability to benefit from potentially lower interest rates if market rates decline after the initial fixed period.

  4. Who were the main underwriters for this offering?

    The main underwriters for this offering were Barclays Capital Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, and Capital One Securities, Inc., acting as representatives of the several underwriters.

04—Continue

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