COF: Other company developments

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 transa