Filed Pursuant to Rule 424(b)(2)
Registration No 333-254191
PROSPECTUS SUPPLEMENT
(To prospectus dated March 12, 2021)
Capital One Financial Corporation
$1,000,000,000 5.700% Fixed-to-Floating Rate Senior Notes Due
2030
$1,000,000,000 6.051% Fixed-to-Floating Rate
Senior Notes Due 2035
We will pay interest on the 5.700% fixed-to-floating rate senior
notes due 2030 (the 2030 notes) semi-annually during the fixed rate period from and including the original issue date to but excluding February 1, 2029 (the 2030 Notes Interest Reset Date) (the 2030 Notes
Fixed Rate Period) in arrears on each February 1 and August 1 and quarterly during the floating rate period from and including the 2030 Notes Interest Reset Date to but excluding the February 1, 2030 maturity date (the
2030 Notes Floating Rate Period) in arrears on each February 1, May 1, August 1 and November 1. We will make the first interest payment on the 2030 notes on August 1, 2024. Interest will accrue (i) from and
including the original issue date to but excluding the 2030 Notes Interest Reset Date at a fixed rate of 5.700% per annum and (ii) from and including the 2030 Notes Interest Reset Date to but excluding the 2030 notes maturity date at a rate
equal to the base rate (as described herein) plus 1.905% (the 2030 Notes Spread).
We will pay interest on the 6.051% fixed-to-floating rate senior notes due 2035 (the 2035 notes and, together with the 2030 notes, the notes) semi-annually during the fixed rate period
from and including the original issue date to but excluding February 1, 2034 (the 2035 Notes Interest Reset Date) (the 2035 Notes Fixed Rate Period) in arrears on each February 1 and August 1 and quarterly
during the floating rate period from and including the 2035 Notes Interest Reset Date to but excluding the February 1, 2035 maturity date (the 2035 Notes Floating Rate Period) in arrears on each February 1, May 1,
August 1 and November 1. We will make the first interest payment on the 2035 notes on August 1, 2024. Interest will accrue (i) from and including the original issue date to but excluding the 2035 Notes Interest Reset Date at a
fixed rate of 6.051% per annum and (ii) from and including the 2035 Notes Interest Reset Date to but excluding the 2035 notes maturity date at a rate equal to the base rate (as described herein) plus 2.260% (the 2035 Notes Spread).
We may redeem the 2030 notes at our option on February 1, 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.
We may redeem the 2035 notes at our option on February 1, 2034 (which is the date that is
one year prior to the maturity date of the 2035 notes), in whole but not in part, at a redemption price equal to 100% of the principal amount of the 2035 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 $1,000 in excess thereof. There is no sinking fund
for the notes. The notes are a new issue of securities with no established trading market. The notes will not be listed on any securities exchange.
Investing in
the notes involves risks. Before buying any notes, you should read this prospectus supplement, the related prospectus and all information incorporated by reference herein, including the discussion of material risks of investing in our notes in the
Risk Factors section beginning on page S-9 of this prospectus supplement.
Neither the Securities and Exchange Commission (the SEC) nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The notes are not savings accounts, deposits or other obligations of a bank and are not insured or guaranteed by the Federal Deposit
Insurance Corporation (the FDIC) or any other governmental agency or instrumentality.
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Price to Public |
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Underwriting Discounts |
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Proceeds to Capital One (Before Expenses) |
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Per 2030 Note |
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100.000 |
%(1) |
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0.350 |
% |
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99.650 |
% |
2030 Notes Total |
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$ |
1,000,000,000 |
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$ |
3,500,000 |
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$ |
996,500,000 |
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Per 2035 Note |
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100.000 |
%(1) |
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0.450 |
% |
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99.550 |
% |
2035 Notes Total |
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$ |
1,000,000,000 |
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$ |
4,500,000 |
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$ |
995,500,000 |
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Total |
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$ |
2,000,000,000 |
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$ |
8,000,000 |
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$ |
1,992,000,000 |
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(1) |
Plus accrued interest, if any, from February 1, 2024. |
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 February 1, 2024, which will be 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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J.P. Morgan |
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Morgan Stanley |
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Capital One Securities |
Co-Managers
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Academy Securities |
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Blaylock Van, LLC |
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R. Seelaus & Co., LLC |
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Ramirez & Co., Inc. |
The date of this prospectus supplement is January 29, 2024.