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 October 28, 2021
PRELIMINARY PROSPECTUS SUPPLEMENT
(To prospectus dated March 12, 2021)
Capital One Financial Corporation
$ %
Fixed-to-Floating Rate Senior Notes Due 2027
$ %
Fixed-to-Floating Rate Senior Notes Due 2032
We will pay
interest on the % fixed-to-floating rate senior notes due 2027 (the 2027 notes) semi-annually during the
fixed rate period from and including , 2021 to but excluding
, 2026 (the 2027 Notes Fixed Rate Period) in arrears on
and of each year and quarterly during the floating rate
period from and including , 2026 to but excluding the ,
2027 maturity date (the 2027 Notes Floating Rate Period) in arrears on the second business day following each 2027 Notes Floating Rate Interest Payment Period End-Date (as defined herein); provided
that the 2027 Notes Floating Rate Interest Payment Date (as defined herein) with respect to the final 2027 Notes Floating Rate Interest Payment Period (as defined herein) will be the maturity date. We will make the first interest payment on the
notes on , 2022. The 2027 notes will mature on , 2027.
Interest will accrue (i) from the original issue date to, but excluding , 2026 at a fixed rate of
% per annum and (ii) from and including , 2026 to
but excluding the maturity date at a rate equal to the base rate (as described herein) plus % (the 2027 Notes Spread).
We will pay interest on the %
fixed-to-floating rate senior notes due 2032 (the 2032 notes and, together with the 2027 notes, the notes) semi-annually during the fixed rate
period from and including , 2021 to but excluding , 2031
(the 2032 Notes Fixed Rate Period) in arrears on and
of each year and quarterly during the floating rate period from and including
, 2031 to but excluding the , 2032 maturity date (the
2032 Notes Floating Rate Period) in arrears on the second business day following each 2032 Notes Floating Rate Interest Payment Period End-Date (as defined herein); provided that the 2032 Notes
Floating Rate Interest Payment Date (as defined herein) with respect to the final 2032 Notes Floating Rate Interest Payment Period (as defined herein) will be the maturity date. We will make the first interest payment on the notes on
, 2022. The 2032 notes will mature on , 2032. Interest
will accrue (i) from the original issue date to, but excluding , 2031 at a fixed rate of % per annum
and (ii) from and including , 2031 to but excluding the maturity date at a rate equal to the base rate (as described herein) plus
% (the 2032 Notes Spread).
We may redeem the 2027 notes at our option on
, 2026 (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.
We may redeem the 2032 notes at our option on ,
2031 (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 $1,000 in excess thereof. There is no sinking fund for the notes. The notes are a new issue of securities with no established trading market. The notes will not be
listed on any securities exchange.
Investing in the notes involves risks. Before buying any notes, you should read this prospectus supplement, the related prospectus and all
information incorporated by reference herein, including the discussion of material risks of investing in our notes in the Risk Factors section beginning on page S-10 of
this prospectus supplement.
Neither the Securities and Exchange Commission (the SEC) nor any state securities commission
has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The notes are not savings accounts, deposits or other obligations of a bank and are not insured or guaranteed by the Federal Deposit
Insurance Corporation (the FDIC) or any other governmental agency or instrumentality.
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Price to Public
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Underwriting
Discounts
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Proceeds to
Capital One
(Before
Expenses)
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Per 2027 Note
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%
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(1)
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%
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%
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2027 Notes Total
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$
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$
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$
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Per 2032 Note
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%
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(1)
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%
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%
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2032 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, which is the third business day following the date of the pricing of the notes. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), trades in the secondary market generally are required to settle in two business days, unless the parties to a trade expressly agree otherwise.
Accordingly, purchasers who wish to trade the notes on any date prior to the second business day before delivery will be required by virtue of
the fact that the notes initially will settle in three business days to specify alternative settlement arrangements to prevent a failed settlement.
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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BofA Securities
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Citigroup
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Credit Suisse
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Goldman Sachs & Co. LLC
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J.P. Morgan
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Capital One Securities
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The date of this prospectus supplement is
, 2021.