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 January 25, 2023
PRELIMINARY PROSPECTUS SUPPLEMENT
(To prospectus dated
March 12, 2021)
Capital One Financial Corporation
$ %
Fixed-to-Floating Rate Senior Notes Due 2029
$ %
Fixed-to-Floating Rate Senior Notes Due 2034
We will pay
interest on the % fixed-to-floating rate senior notes due 2029 (the 2029 notes)
semi-annually during the fixed rate period from and including the original issue date to but excluding , 2028 (the 2029 Notes Interest Reset Date) (the
2029 Notes Fixed Rate Period) in arrears on and of each year and quarterly during the
floating rate period from and including the 2029 Notes Interest Reset Date to but excluding the , 2029 maturity date (the 2029 Notes Floating Rate Period) in arrears
on the second business day following each 2029 Notes Floating Rate Interest Payment Period End-Date (as defined herein); provided that the 2029 Notes Floating Rate Interest Payment Date (as defined herein)
with respect to the final 2029 Notes Floating Rate Interest Payment Period (as defined herein) will be the maturity date. We will make the first interest payment on the 2029 notes on
, 2023. The 2029 notes will mature on , 2029. Interest will accrue (i) from and including the
original issue date to but excluding the 2029 Notes Interest Reset Date at a fixed rate of % per annum and (ii) from and including the 2029 Notes Interest Reset Date to but
excluding the maturity date at a rate equal to the base rate (as described herein) plus % (the 2029 Notes Spread).
We will pay interest on the % fixed-to-floating rate senior notes due 2034 (the 2034 notes and, together with the 2029 notes, the notes) semi-annually during the fixed rate period from and including the original
issue date to but excluding , 2033 (the 2034 Notes Interest Reset Date) (the 2034 Notes Fixed Rate Period) in arrears on
and of each year and quarterly during the floating rate period from and including the 2034 Notes
Interest Reset Date to but excluding the , 2034 maturity date (the 2034 Notes Floating Rate Period) in arrears on the second business day following each 2034
Notes Floating Rate Interest Payment Period End-Date (as defined herein); provided that the 2034 Notes Floating Rate Interest Payment Date (as defined herein) with respect to the final 2034 Notes Floating Rate
Interest Payment Period (as defined herein) will be the maturity date. We will make the first interest payment on the 2034 notes on , 2023. The 2034 notes will mature on
, 2034. Interest will accrue (i) from and including the original issue date to but excluding the 2034 Notes Interest Reset Date at a fixed rate of
% per annum and (ii) from and including the 2034 Notes Interest Reset Date to but excluding the maturity date at a rate equal to the base rate (as described herein) plus
% (the 2034 Notes Spread).
We may redeem the 2029 notes
at our option on , 2028 (which is the date that is one year prior to the maturity date of the 2029 notes), in whole but not in part, at a redemption price equal to 100% of
the principal amount of the 2029 notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date. See Description of the NotesOptional Redemption.
We may redeem the 2034 notes at our option on , 2033 (which is the
date that is one year prior to the maturity date of the 2034 notes), in whole but not in part, at a redemption price equal to 100% of the principal amount of the 2034 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 $1,000 in excess thereof. There is no
sinking fund for the notes. The notes are a new issue of securities with no established trading market. The notes will not be listed on any securities exchange.
Investing in the notes involves risks. Before buying any notes, you should read this prospectus supplement, the related prospectus and all
information incorporated by reference herein, including the discussion of material risks of investing in our notes in the Risk Factors section beginning on page S-10 of
this prospectus supplement.
Neither the Securities and Exchange Commission (the SEC) nor any state securities commission
has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The notes are not savings accounts, deposits or other obligations of a bank and are not insured or guaranteed by the Federal Deposit
Insurance Corporation (the FDIC) or any other governmental agency or instrumentality.
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Price to Public |
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Underwriting Discounts |
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Proceeds to Capital One (Before Expenses) |
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Per 2029 Note |
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%(1) |
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% |
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% |
2029 Notes Total |
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$ |
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$ |
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$ |
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Per 2034 Note |
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%(1) |
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% |
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% |
2034 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 ,
2023. |
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 , 2023, which will be the
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 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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Morgan Stanley |
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RBC Capital Markets |
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Capital One Securities |
The date of this prospectus supplement is
, 2023.