CAPITAL ONE FINANCIAL CORP 8-K

What Happened

• Capital One Financial Corporation filed an 8-K on February 2, 2026 announcing it closed a public offering of $3.0 billion aggregate principal amount of senior notes. The offering consisted of $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.
• The notes were issued under the company’s senior indenture (with The Bank of New York Mellon Trust Company, N.A. as trustee) and were sold pursuant to an underwriting agreement dated January 29, 2026 (lead underwriters included Barclays, J.P. Morgan, Morgan Stanley, Wells Fargo and Capital One Securities). The notes are registered under the Securities Act via the company’s Form S-3 registration statement.

Key Details

• Total raised: $3,000,000,000 (two tranches of $1.5B each).
• Coupon rates and maturities: 4.722% due 2032; 5.399% due 2037.
• Offering closed: February 2, 2026; Underwriting Agreement dated January 29, 2026.
• Documents/exhibits: underwriting agreement, note forms, indenture references and counsel opinion were filed as exhibits to the 8-K.

Why It Matters

• This transaction increases Capital One’s long-term debt by $3.0B, which affects the company’s capital structure and future interest obligations. The notes are fixed-to-floating, meaning they pay the stated fixed coupon initially and will switch to a floating rate per the note terms (investors should review the note form for exact conversion mechanics).
• For investors, the new debt provides liquidity and capital for the company but also adds long-term interest expense and potential floating-rate exposure once the notes convert. The 8-K does not specify the use of proceeds.