Capital One Financial Corporation filed a current report on September 15, 2026, disclosing the closing of a public offering of two tranches of euro-denominated Fixed-to-Floating Rate Senior Notes totaling €1,500,000,000 in aggregate principal amount.

Key Highlights

  • Two tranches priced: €750,000,000 of 4.326% Fixed-to-Floating Rate Senior Notes due 2032 and €750,000,000 of 4.832% Fixed-to-Floating Rate Senior Notes due 2037.
  • Closing date: Both tranches closed on September 15, 2026, according to the filing.
  • Underwriting agreement date: The Underwriting Agreement was dated September 9, 2026.
  • Lead underwriters: Barclays Bank PLC, Deutsche Bank AG (London Branch), Goldman Sachs & Co. LLC, Morgan Stanley & Co. International plc, and Capital One Securities, Inc. served as representatives of the underwriters.
  • Paying agent: The Bank of New York Mellon, London Branch, was named paying agent under a Paying Agency Agreement dated September 15, 2026.
  • Registered offering: The Notes were registered under the Securities Act of 1933 via a registration statement on Form S-3 (File No. 333-277813), the filing stated.

Capital One Issues Two Euro-Denominated Fixed-to-Floating Rate Note Tranches

According to the filing, Capital One Financial Corporation (NYSE:COF) closed the public offering of two series of euro-denominated Fixed-to-Floating Rate Senior Notes on September 15, 2026. The first tranche consists of €750,000,000 aggregate principal amount of 4.326% Fixed-to-Floating Rate Senior Notes due 2032. The second tranche consists of €750,000,000 aggregate principal amount of 4.832% Fixed-to-Floating Rate Senior Notes due 2037. The company disclosed that the Underwriting Agreement governing the offering was dated September 9, 2026.

The filing identified 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. The Notes were issued pursuant to a Senior Indenture dated as of November 1, 1996 between the company and The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee, as supplemented by a First Supplemental Indenture dated as of November 2, 2021, the company disclosed.

In connection with the closing, the company entered into a Paying Agency Agreement with The Bank of New York Mellon, London Branch, as paying agent. The filing noted that the description of the Underwriting Agreement, Notes, indentures, and related documents "does not purport to be complete and is qualified in its entirety by reference to the full text of these securities and documents," copies of which are attached as exhibits to the report. The filing was signed by Matthew W. Cooper, General Counsel and Corporate Secretary.

What Was Disclosed

Capital One Financial Corporation disclosed the September 15, 2026 closing of a registered euro-denominated debt offering comprising two Fixed-to-Floating Rate Senior Note tranches totaling €1,500,000,000, with maturities in 2032 and 2037 and coupon rates of 4.326% and 4.832%, respectively.