Filed Pursuant to Rule 424(b)(5)
Registration No 333-254191
The information in this preliminary prospectus supplement and the
accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and are not soliciting an offer to buy these securities, in any
jurisdiction where the offer or sale is not permitted.
Subject to completion, dated December 2, 2021
PRELIMINARY PROSPECTUS SUPPLEMENT
(To prospectus dated March 12, 2021)
Capital One Financial Corporation
$ %
Fixed-to-Floating Rate Senior Notes Due 2024
$ Floating Rate Senior Notes Due 2024
We will pay interest on the %
fixed-to-floating rate senior notes due 2024 (the fixed-to-floating rate
notes) semi-annually during the fixed rate period from and including the original issue date to but excluding , 2023 in arrears on
and of each year and quarterly during the floating rate
period from and including , 2023 to but excluding the ,
2024 maturity date in arrears on the second business day following each Floating Rate Interest Payment Period End-Date (as defined herein); provided that the Fixed-to-Floating Rate Notes Floating Rate Interest Payment Date (as defined herein) with respect to the final Floating Rate Interest Payment Period (as defined herein) will be the maturity date. We will make
the first interest payment on the fixed-to-floating rate notes on , 2022.
The fixed-to-floating rate notes will mature on , 2024. Interest will
accrue (i) from and including the original issue date to, but excluding , 2023 at a fixed rate of % per annum and
(ii) from and including , 2023 to but excluding the maturity date at a rate equal to the base rate (as described herein) plus
%.
We will pay interest on the floating rate senior notes due 2024 (the floating rate notes and,
together with the fixed-to-floating rate notes, the notes) quarterly from and including the original issue date to but excluding the
, 2024 maturity date in arrears on the second business day following each Floating Rate Interest Payment Period
End-Date; provided that the Floating Rate Notes Interest Payment Date (as defined herein) with respect to the final Floating Rate Interest Payment Period will be the maturity date or, if the floating rate
notes are redeemed, the redemption date for such floating rate notes. We will make the first interest payment on the floating rate notes on the second business day following the first Floating Rate Interest Payment Period End-Date of
, 2022. The floating rate notes will mature on , 2024.
Interest will accrue from and including the original issue date to but excluding the maturity date at a rate equal to the base rate (as described herein) plus %.
We may redeem each series of the notes at our option on
, 2023 (which is the date that is one year prior to the maturity date of the notes), in whole but not in part, at a redemption price equal to 100% of the
principal amount of the notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date. See Description of the NotesOptional Redemption.
The notes will be our unsecured obligations and will rank equally with all of our existing and future unsecured and unsubordinated
indebtedness that may be outstanding from time to time. We will issue the notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. There is no sinking fund for the notes. The notes are a new issue of securities
with no established trading market. The notes will not be listed on any securities exchange.
Investing in the notes involves risks.
Before buying any notes, you should read this prospectus supplement, the related prospectus and all information incorporated by reference herein, including the discussion of material risks of investing in our notes in the Risk
Factors section beginning on page S-10 of this prospectus supplement.
Neither
the Securities and Exchange Commission (the SEC) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The notes are not savings accounts, deposits or other obligations of a bank
and are not insured or guaranteed by the Federal Deposit Insurance Corporation (the FDIC) or any other governmental agency or instrumentality.
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Price to Public
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Underwriting
Discounts
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Proceeds to
Capital One
(Before
Expenses)
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Per
Fixed-to-Floating Rate Note
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%(1)
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%
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%
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Fixed-to-Floating
Rate Notes Total
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$
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$
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$
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Per Floating Rate Note
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%(1)
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%
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%
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Floating Rate Notes Total
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$
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$
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$
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Total
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$
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$
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$
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(1)
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Plus accrued interest, if any, from
, 2021.
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The
underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company and its participants, including Euroclear Bank SA/NV and Clearstream Banking S.A., on or about
, 2021.
Because our affiliate, Capital
One Securities, Inc., is participating in the sale of the notes, the offering is being conducted in compliance with Financial Industry Regulatory Authority (FINRA) Rule 5121, as administered by FINRA.
Joint Book-Running Managers
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Barclays
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Goldman Sachs & Co. LLC
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Morgan Stanley
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RBC Capital Markets
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Capital One Securities
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The date of this prospectus supplement is
, 2021.