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.
Filed Pursuant to Rule
424(b)(5)
Registration No 333-254191
Subject to completion, dated July 25, 2022
PRELIMINARY PROSPECTUS SUPPLEMENT
(To prospectus dated
March 12, 2021)
Capital One Financial Corporation
$
% Fixed-to-Floating Rate Senior Notes Due 2026
$
% Fixed-to-Floating Rate Senior Notes Due 2030
We will pay interest on the % fixed-to-floating rate senior notes due 2026 (the 2026 notes) semi-annually during the fixed rate period from and including the original issue date to but
excluding , 2025 (the 2026 Notes Fixed Rate Period) in arrears on
and of each year and quarterly during the floating rate
period from and including , 2025 to but excluding the ,
2026 maturity date (the 2026 Notes Floating Rate Period) in arrears on the second business day following each 2026 Notes Floating Rate Interest Payment Period End-Date (as defined herein); provided
that the 2026 Notes Floating Rate Interest Payment Date (as defined herein) with respect to the final 2026 Notes Floating Rate Interest Payment Period (as defined herein) will be the maturity date. We will make the first interest payment on the 2026
notes on , 2023. The 2026 notes will mature on , 2026.
Interest will accrue (i) from and including the original issue date to but excluding , 2025 at a fixed rate of
% per annum and (ii) from and including , 2025 to
but excluding the maturity date at a rate equal to the base rate (as described herein) plus % (the 2026 Notes Spread).
We will pay interest on the % fixed-to-floating rate senior notes due 2030 (the 2030 notes and, together with the 2026 notes, the notes) semi-annually during the fixed rate period
from and including the original issue date to but excluding , 2029 (the 2030 Notes Fixed Rate Period) in arrears on
and of each year and quarterly during the floating rate
period from and including , 2029 to but excluding the
, 2030 maturity date (the 2030 Notes Floating Rate Period) in arrears on the second business day following each 2030 Notes Floating Rate
Interest Payment Period End-Date (as defined herein); provided that the 2030 Notes Floating Rate Interest Payment Date (as defined herein) with respect to the final 2030 Notes Floating Rate Interest Payment
Period (as defined herein) will be the maturity date. We will make the first interest payment on the 2030 notes on , 2023. The 2030 notes will
mature on , 2030. Interest will accrue (i) from and including the original issue date to but excluding
, 2029 at a fixed rate of % per annum and (ii) from
and including , 2029 to but excluding the maturity date at a rate equal to the base rate (as described herein) plus
% (the 2030 Notes Spread).
We
may redeem the 2026 notes at our option on , 2025 (which is the date that is one year prior to the maturity date of the 2026 notes), in whole but
not in part, at a redemption price equal to 100% of the principal amount of the 2026 notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date. See Description of the NotesOptional Redemption.
We may redeem the 2030 notes at our option on
, 2029 (which is the date that is one year prior to the maturity date of the 2030 notes), in whole but not in part, at a redemption price equal to
100% of the principal amount of the 2030 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 $1,000 in excess thereof. There is no sinking fund for the notes. The notes are a new issue of securities with no
established trading market. The notes will not be listed on any securities exchange.
Investing in the notes involves risks. Before
buying any notes, you should read this prospectus supplement, the related prospectus and all information incorporated by reference herein, including the discussion of material risks of investing in our notes in the Risk
Factors section beginning on page S-11 of this prospectus supplement.
Neither the
Securities and Exchange Commission (the SEC) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The notes are not savings accounts, deposits or other obligations of a bank
and are not insured or guaranteed by the Federal Deposit Insurance Corporation (the FDIC) or any other governmental agency or instrumentality.
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Price to Public |
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Underwriting Discounts |
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Proceeds to Capital One (Before Expenses) |
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Per 2026 Note |
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%(1) |
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% |
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% |
2026 Notes Total |
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$ |
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$ |
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$ |
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Per 2030 Note |
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%(1) |
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% |
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% |
2030 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) |
Plus accrued interest, if any, from
, 2022. |
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
, 2022, which will be the business day following the
date of the pricing of the notes.
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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BofA Securities |
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Morgan Stanley |
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Wells Fargo Securities |
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Capital One Securities |
The date of this prospectus supplement is
, 2022.