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 January 28, 2022
PRELIMINARY PROSPECTUS SUPPLEMENT
(To prospectus dated March 12, 2021)
Capital One Financial Corporation
$ Floating Rate Senior Notes Due 2024
The floating rate senior notes due 2024 offered hereby (the new notes) constitute an additional issuance of, and a single series
with, the $350,000,000 aggregate principal amount of our floating rate senior notes due 2024 that we issued on December 6, 2021 (the existing notes and, together with the new notes, the notes). The new notes will have
terms identical to the existing notes, other than the issue date and offering price, and will have the same CUSIP and ISIN numbers as, and will be fungible with and vote together with, the existing notes immediately upon issuance. We will pay
interest on the notes quarterly from and including December 6, 2021 (the original issue date) to but excluding the December 6, 2024 maturity date in arrears on the second business day following each Floating Rate Interest
Payment Period End-Date; provided that the Floating Rate Interest Payment Date (as defined herein) with respect to the final Floating Rate Interest Payment Period will be the maturity date or, if the notes are
redeemed, the redemption date. We will make the first interest payment on the notes on the second business day following the first Floating Rate Interest Payment Period End-Date of March 6, 2022. The
interest payment to be made with respect to the new notes offered hereby on the second business day following the first Floating Rate Interest Payment Period End-Date will include interest deemed to have
accrued from and including the original issue date, to, but excluding, the settlement date of the new notes offered hereby. Such accrued interest must be paid by the purchasers of the new notes. The notes will mature on December 6, 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 0.690%. Upon consummation of this offering, the aggregate principal amount of our floating
rate senior notes due 2024, including the new notes offered hereby, will be $ .
We may redeem the notes at our option on December 6, 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 $1,000 in excess thereof. There is no sinking fund for the notes. The notes will not be listed on any
securities exchange.
Investing in the notes involves risks. Before buying any notes, you should read this prospectus supplement, the
related prospectus and all information incorporated by reference herein, including the discussion of material risks of investing in our notes in the Risk Factors section beginning on page S-8 of this prospectus supplement.
Neither the Securities and Exchange Commission (the
SEC) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.
The notes are not savings accounts, deposits or other obligations of a bank and are not insured or guaranteed by the
Federal Deposit Insurance Corporation (the FDIC) or any other governmental agency or instrumentality.
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Price to Public
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Underwriting
Discounts
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Proceeds to
Capital One
(Before Expenses)
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Per New Note
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%(1)
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%
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%
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Total
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$
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$
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$
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(1)
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Plus interest deemed to have accrued from and including December 6, 2021 to but excluding
, 2022, such interest to be calculated in accordance with the provisions under Description of the NotesFloating Rate Period Interest
Rates; provided that, SOFR in respect of , 2022, shall be the Secured Overnight Financing Rate as provided by the New York Federal Reserve at
approximately 8:00 a.m. (New York time) on , 2022, and accrued interest, if any, from
, 2022, if settlement occurs after that date. Accrued interest will be paid by the purchasers of the new notes.
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The underwriter expects to deliver the new 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 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 new notes on any date prior to
the second business day before delivery will be required by virtue of the fact that the new notes initially will settle in three business days to specify alternative settlement arrangements to prevent a failed settlement.
Sole Book-Running Manager
Deutsche Bank Securities
The date of this prospectus supplement is ,
2022.