Capital One Files Preliminary Prospectus for Multi-Tranche Euro Senior Notes

Offering Overview

Capital One Financial Corporation filed a preliminary prospectus supplement under Rule 424(b)(5) to issue two series of Euro-denominated senior unsecured debt securities:

• Fixed-to-Floating Rate Senior Notes Due 2032: Accrues interest at a fixed rate until the 2031 reset date (payable annually), transitioning to three-month EURIBOR plus an applicable spread (payable quarterly) until maturity in 2032.
• Fixed-to-Floating Rate Senior Notes Due 2037: Accrues interest at a fixed rate until the 2036 reset date (payable annually), transitioning to three-month EURIBOR plus an applicable spread (payable quarterly) until maturity in 2037.

Key Terms & Structural Highlights

• Ranking: Unsecured senior obligations ranking pari passu with all existing and future unsecured, unsubordinated debt.
• Redemption: Optional redemption at 100% of principal plus accrued interest exactly one year prior to maturity or upon specific tax events.
• Denominations: €100,000 minimum denominations and integral multiples of €1,000 in excess thereof.
• Exchange Listing: Intention to list each series on the New York Stock Exchange (NYSE).
• Underwriters: Barclays, Deutsche Bank, Goldman Sachs & Co. LLC, Morgan Stanley, and Capital One Securities.

Context & Recent Corporate Events

• Discover Acquisition: Completed merger integration of Discover Financial Services.
• Brex Acquisition: Completed acquisition of Brex Inc. on April 7, 2026, for ~$4.5B total consideration ($2.6B cash + 10.6M shares) and subsequent repayment of $1.1B in Brex outstanding debt.