8-KOther EventsExhibits & Filings

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

Filed February 2, 2026For Securities:COFCOF-PLCOF-PICOF-PKCOF-PNCOF-PJ

Summary

Capital One Financial Corporation (COF) has announced the successful closing of a public offering of senior notes totaling $3 billion. This offering comprises two tranches: $1.5 billion 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.

Key Highlights

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

Frequently Asked Questions

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.

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.

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.

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.