Form 8-K CAPITAL ONE FINANCIAL For: Sep 15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

September 15, 2026

Date of Report (Date of earliest event reported)

 

CAPITAL ONE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-13300		54-1719854
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1680 Capital One Drive
McLean, Virginia		22102
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (703) 720-1000

(Not applicable)

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock (par value $.01 per share)		COF		New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series I		COF PRI		New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series J		COF PRJ		New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series K		COF PRK		New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series L		COF PRL		New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series N		COF PRN		New York Stock Exchange
1.650% Senior Notes Due 2029		COF29		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Item 8.01

Other Events.

On September 15, 2026, Capital One Financial Corporation (the “Company”) closed the public offering of €750,000,000 aggregate principal amount of 4.326% Fixed-to-Floating Rate Senior Notes due 2032 (the “2032 Fixed-to-Floating Rate Notes”) and €750,000,000 aggregate principal amount of 4.832% Fixed-to-Floating Rate Senior Notes due 2037 (the “2037 Fixed-to-Floating Rate Notes” and, together with the 2032 Fixed-to-Floating Rate Notes, the “Notes”), pursuant to an underwriting agreement (the “Underwriting Agreement”), dated September 9, 2026, with Barclays Bank PLC, Deutsche Bank AG, London Branch, Goldman Sachs & Co. LLC, Morgan Stanley & Co. International plc and Capital One Securities, Inc., as representatives of the several underwriters listed therein. In connection with the closing of the offering, the Company entered into a paying agency agreement (the “Paying Agency Agreement”) with The Bank of New York Mellon, London Branch, as paying agent. The Notes were issued pursuant to a Senior Indenture dated as of November 1, 1996 (the “Base Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (as successor to Harris Trust and Savings Bank), as Indenture Trustee (the “Trustee”), as supplemented by the First Supplemental Indenture dated as of November 2, 2021 between the Company and the Trustee (the “Supplemental Indenture”). The Notes have been registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3 (File No. 333-277813).

The foregoing description of the Underwriting Agreement, Notes, the Base Indenture, the Supplemental Indenture, the Paying Agency Agreement and other documents relating to this transaction does not purport to be complete and is qualified in its entirety by reference to the full text of these securities and documents, forms or copies of which are attached as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Description
1.1		Underwriting Agreement dated as of September 9, 2026
4.1		Senior Indenture dated as of November 1, 1996 between Capital One Financial Corporation and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (as successor to Harris Trust and Savings Bank), as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Report on Form 8-K, filed on November 13, 1996)
4.2		First Supplemental Indenture dated as of November 2, 2021 to the Senior Indenture dated as of November 1, 1996 between Capital One Financial Corporation and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (as successor to Harris Trust and Savings Bank), as trustee (incorporated by reference to Exhibit 4.2 of the Company’s Report on Form 8-K, filed on November 2, 2021)
4.3		Form of 4.326% Fixed-to-Floating Rate Senior Note due 2032
4.4		Form of 4.832% Fixed-to-Floating Rate Senior Note due 2037
4.5		Paying Agency Agreement dated as of September 15, 2026
5.1		Opinion of Davis Polk & Wardwell LLP
23.1		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

				CAPITAL ONE FINANCIAL CORPORATION
Date: September 15, 2026				By:		/s/ Matthew W. Cooper
						Matthew W. Cooper
						General Counsel and Corporate Secretary

 

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