COF-K Capital One Financial Corporation

On June 8, 2023, Capital One Financial Corporation (the “Company”) closed the public offering of $1,750,000,000 aggregate principal amount of its 6.312% Fixed-to-Floating Rate Senior Notes due 2029 (the “2029 Fixed-to-Floating Rate Notes”) and $1,750,000,000 aggregate principal amount of its 6.377% Fixed-to-Floating Rate Senior Notes due 2034 (the “2034 Fixed-to-Floating Rate Notes” and, together with the 2029 Fixed-to-Floating Rate Notes, the “Notes”), pursuant to an underwriting agreement (the “Underwriting Agreement”), dated June 5, 2023, with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Capital One Securities, Inc., as representatives of the several underwriters listed therein. 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., 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 a Supplemental Indenture dated as of November 2, 2021 between the Company and the Trustee. The Notes have been registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3 (File No. 333-254191).

The foregoing description of the Underwriting Agreement, Notes 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-K and are incorporated herein by reference.