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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/01/23 Capital One Financial Corp. 8-K:8,9 2/01/23 15:618K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 43K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 162K 3: EX-4.3 Instrument Defining the Rights of Security Holders HTML 62K 4: EX-4.4 Instrument Defining the Rights of Security Holders HTML 61K 5: EX-5.1 Opinion of Counsel re: Legality HTML 14K 10: R1 Document and Entity Information HTML 66K 13: XML IDEA XML File -- Filing Summary XML 14K 11: XML XBRL Instance -- d416709d8k_htm XML 34K 12: EXCEL IDEA Workbook of Financial Reports XLSX 9K 7: EX-101.DEF XBRL Definitions -- cof-20230201_def XML 47K 8: EX-101.LAB XBRL Labels -- cof-20230201_lab XML 78K 9: EX-101.PRE XBRL Presentations -- cof-20230201_pre XML 49K 6: EX-101.SCH XBRL Schema -- cof-20230201 XSD 19K 14: JSON XBRL Instance as JSON Data -- MetaLinks 16± 24K 15: ZIP XBRL Zipped Folder -- 0001193125-23-021587-xbrl Zip 89K
8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
CAPITAL ONE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
i Delaware | i 001-13300 | i 54-1719854 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
i 1680 Capital One Drive i McLean, i Virginia |
i 22102 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: i (703) i 720-1000
(Not applicable)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) |
Name of Each Exchange on Which Registered | ||
i Common Stock (par value $.01 per share) | i COF | i New York Stock Exchange | ||
i Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series I | i COF PRI | i New York Stock Exchange | ||
i Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series J | i COF PRJ | i New York Stock Exchange | ||
i Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series K | i COF PRK | i New York Stock Exchange | ||
i Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series L | i COF PRL | i New York Stock Exchange | ||
i Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series N | i COF PRN | i New York Stock Exchange | ||
i 0.800% Senior Notes Due 2024 | i COF24 | i New York Stock Exchange | ||
i 1.650% Senior Notes Due 2029 | i COF29 | i New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 | Other Events. |
On February 1, 2023, Capital One Financial Corporation (the “Company”) closed the public offering of $1,000,000,000 aggregate principal amount of its 5.468% Fixed-to-Floating Rate Senior Notes due 2029 (the “2029 Fixed-to-Floating Rate Notes”) and $1,250,000,000 aggregate principal amount of its 5.817% 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 January 25, 2023, with BofA Securities, Inc., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, 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.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
CAPITAL ONE FINANCIAL CORPORATION | ||||||
Date: February 1, 2023 | By: | |||||
Matthew W. Cooper | ||||||
General Counsel and Corporate Secretary |
2
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / For Period end: | 2/1/23 | |||
1/25/23 | 424B5, FWP | |||
11/2/21 | 8-K | |||
11/1/96 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/30/24 Capital One Financial Corp. 424B2 2:672K Donnelley … Solutions/FA 1/29/24 Capital One Financial Corp. 424B5 1:651K Donnelley … Solutions/FA 10/30/23 Capital One Financial Corp. 424B2 2:682K Donnelley … Solutions/FA 10/27/23 Capital One Financial Corp. 424B5 1:674K Donnelley … Solutions/FA 6/06/23 Capital One Financial Corp. 424B2 2:679K Donnelley … Solutions/FA 6/05/23 Capital One Financial Corp. 424B5 1:663K Donnelley … Solutions/FA 5/23/23 Capital One Financial Corp. S-8 5/23/23 4:167K |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/02/21 Capital One Financial Corp. 8-K:8,9 10/28/21 16:665K Donnelley … Solutions/FA 11/13/96 Capital One Financial Corp. 8-K:5,7 11/13/96 3:282K Bowne - DC/FA |