Results

Capital One Financial Corporation

01/30/2025 | Press release | Distributed by Public on 01/30/2025 15:08

Material Event (Form 8-K)

Item 8.01

Other Events.

On January 30, 2025, Capital One Financial Corporation (the "Company") closed the public offering of $1,750,000,000 aggregate principal amount of its 6.183% Fixed-to-FloatingRate Subordinated Notes due 2036 (the "Notes"), pursuant to an underwriting agreement (the "Underwriting Agreement"), dated January 28, 2025, with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC and Capital One Securities, Inc., as representatives of the several underwriters listed therein. The Notes were issued pursuant to a Subordinated Indenture dated as of August 29, 2006 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York, as trustee (the "Trustee"), as supplemented by the First Supplemental Indenture dated as of January 30, 2025, between the Company and the Trustee (the "First 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, First Supplemental Indenture 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-Kand are incorporated herein by reference.