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  • The Notes Are Exclusively Our Obligations and Not Those of Our Subsidiaries. We Are a Holding Company And, Accordingly, Substantially All of Our Operations Are Conducted Through Our Subsidiaries. (new) — Structural subordination: the notes are obligations only of the holding company, and its ability to pay depends on distributions from subsidiaries, which are subject to regulatory and contractual restrictions.
  • The Senior Indenture Under Which the Notes Will Be Issued Provides That the Only Events of Default Will Be Insolvency Events and Payment Defaults That Continue For 30 Days. (new) — Limited events of default: holders cannot accelerate for breaches other than insolvency or payment default, including bankruptcy of the principal operating subsidiary.
  • All Payments of Interest On and the Principal of the Notes, Any Redemption Price For the Notes and Any Additional Amounts Will Be Made In Euros, Subject to Certain Limited Exceptions. (new) — Euro-denominated payments expose investors to foreign exchange risk, and neither the company nor the underwriters will assist in currency conversion.
  • Regulation, Reform and the Actual or Potential Discontinuation of Euribor or the Occurrence of Another Euribor Benchmark Event May Adversely Affect the Return On, Value of and Market For the Notes During the Floating Rate Period. (new) — EURIBOR benchmark risk: if EURIBOR is unavailable, fallback provisions may result in a different interest rate, possibly a fixed rate based on the previous period, which could be less favorable to investors.
NYSE: COF CAPITAL ONE FINANCIAL CORP 424B5

Capital One offers euro-denominated fixed-to-floating senior notes due 2032 and 2037; terms pending pricing

Filed September 8, 2026 · ~2 min read

Key Changes

  • high

    Capital One is offering two series of euro-denominated fixed-to-floating rate senior notes due 2032 and 2037. Aggregate principal amounts and fixed rates are left blank pending pricing.

    The Offering verify on EDGAR →
  • high

    The notes are unsecured and rank equally with other unsecured and unsubordinated debt. They are obligations only of Capital One Financial Corporation, not its subsidiaries, making them structurally subordinated to subsidiary creditors.

    Risk Factors verify on EDGAR →
  • medium

    Net proceeds will be used for general corporate purposes, including debt repayment, share repurchases, acquisitions, working capital, capital expenditures, and investments in subsidiaries.

    Use of Proceeds verify on EDGAR →

3 more material changes behind this preview — plus the full narrative summary, section-by-section diffs against the prior filing, and verbatim quotes with EDGAR citations.

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Figures/quotes linked to EDGAR · Narrative written by AI · Sep 8, 2026 · How we verify