Capital One – Form 424B5 CAPITAL ONE FINANCIAL
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
Registration No 333-254191
Subject to completion, dated July 26, 2021
PRELIMINARY PROSPECTUS SUPPLEMENT (To prospectus dated March 12, 2021)
Capital One Financial Corporation
Depositary Shares Each Representing a 1/40th
Interest in a Share of Fixed Rate Non-Cumulative
Perpetual Preferred Stock, Series N
We are offering
of our depositary shares each representing a 1/40th ownership interest in a share of our fixed rate
non-cumulative perpetual preferred stock, Series N (the Preferred Stock), with a liquidation preference of $25 per depositary share (equivalent to $1,000 per share of Preferred Stock). As a holder
of depositary shares, you will be entitled to all proportional rights and preferences of the Preferred Stock (including dividend, voting, redemption and liquidation rights). You must exercise any such rights through the depositary.
We will pay dividends on the Preferred Stock, when, as, and if declared to the extent that we have lawfully available funds to pay dividends.
Dividends will accrue and be payable from the date of issuance at a rate of % per annum, payable quarterly in arrears, on March 1, June 1,
September 1 and December 1 of each year, beginning on December 1, 2021. Upon payment of any dividends on the Preferred Stock, holders of depositary shares are expected to receive a proportionate payment.
Dividends on the Preferred Stock will not be cumulative. If for any reason our Board of Directors or a duly authorized committee of the Board of
Directors does not declare a dividend on the Preferred Stock for any dividend period, such dividend will not accrue or be payable, and we will have no obligation to pay dividends for such dividend period, whether or not dividends on the Preferred
Stock are declared for any future dividend period. Dividends on the Preferred Stock will not be declared, paid or set aside for payment to the extent such act would cause us to fail to comply with applicable laws and regulations, including
applicable capital adequacy guidelines.
We may redeem the Preferred Stock at our option, subject to regulatory approval, (1) in whole
or in part, from time to time, on any dividend payment date on or after September 1, 2026, at a redemption price equal to $1,000 per share, plus any declared and unpaid dividends, or (2) in whole but not in part, at any time within 90 days
following a regulatory capital treatment event (as defined herein), at a redemption price equal to $1,000 per share, plus any declared and unpaid dividends. If we redeem the Preferred Stock, the depositary is expected to redeem a proportionate
number of depositary shares.
Application will be made to list the depositary shares on the New York Stock Exchange (the NYSE)
under the symbol COFPRN. Trading of the depositary shares is expected to commence within the 30-day period following the original issue date of the depositary shares. Our common stock is listed on
the NYSE under the symbol COF.
The Preferred Stock will not have any voting rights, except as set forth under Description
of Preferred StockVoting Rights beginning on page S-21.
We have granted the underwriters an option to purchase up to an
additional depositary shares within 30 days after the date of this prospectus supplement at the public offering price, less the underwriting discount,
solely to cover over-allotments, if any.
Investing in our depositary shares involves risks. See Risk Factors beginning on page S-9 of this
prospectus supplement. Neither the depositary shares nor the Preferred Stock are investment grade rated by certain rating agencies and therefore remain subject to the risks associated with non-investment grade
Neither the Securities and Exchange Commission (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.
Neither the depositary shares nor the Preferred Stock are a savings account, deposit or other obligation of a bank and neither are insured or
guaranteed by the Federal Deposit Insurance Corporation (the FDIC) or any other governmental agency or instrumentality.
Capital One (Before
Per depositary share
Reflects depositary shares sold to institutional
Assumes no exercise of the underwriters over-allotment option described above.
The underwriters expect to deliver the depositary shares in book-entry form only through the facilities of The Depository Trust Company and its
participants, including Euroclear System and Clearstream Banking, S.A., on or about , 2021, which is the
business day following the date of the pricing of the depositary shares. 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
depositary shares on any date prior to the second business day before delivery will be required by virtue of the fact that the depositary shares initially will settle in
business days to specify alternative settlement arrangements to prevent a failed settlement.
Joint Book-Running Managers
|BofA Securities||J.P. Morgan||Morgan Stanley||RBC Capital Markets||UBS Investment Bank||Wells Fargo Securities|
The date of this prospectus supplement is