Item 8.01 Other Events.

On December 6, 2021, Capital One Financial Corporation (the "Company") closed the public offering of $1,400,000,000 aggregate principal amount of its 1.343% Fixed-to-Floating Rate Senior Notes due 2024 (the "Fixed-to-Floating Rate Notes") and $350,000,000 aggregate principal amount of its Floating Rate Senior Notes due 2024 (the "Floating Rate Notes" and, together with the Fixed-to-Floating Rate Notes, the "Notes"), pursuant to an underwriting agreement (the "Underwriting Agreement"), dated December 2, 2021, with Barclays Capital, Inc., Goldman Sachs & Co. LLC, 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




Exhibit No.       Description

1.1                 Underwriting Agreement dated December 2, 2021

4.1                 Senior Indenture dated as of November 1, 1996 between Capital
                  One Financial Corporation 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
                  trustee (incorporated by reference to Exhibit 4.1 of the
                  Company's Report on Form 8-K, filed on November 13, 1996)

4.2                 First Supplemental Indenture dated as of November 2, 2021 to
                  the Senior Indenture dated as of November 1, 1996 between Capital
                  One Financial Corporation 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
                  trustee (incorporated by reference to Exhibit 4.2 of the
                  Company's Report on Form 8-K, filed on November 2, 2021)

4.3                 Form of 1.343% Fixed-to-Floating Rate Senior Note due 2024

4.4                 Form of Floating Rate Senior Note due 2024

5.1                 Opinion of Davis Polk & Wardwell LLP

23.1                Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)


104               The cover page from this Current Report on Form 8-K, formatted in
                  Inline XBRL




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