Filed Pursuant to Rule 433
Dated January 28, 2025
Registration No. 333-277813
CAPITAL ONE FINANCIAL CORPORATION
$1,750,000,000 6.183% FIXED-TO-FLOATING RATE SUBORDINATED NOTES DUE 2036
Summary of Terms for Issuance
| Issuer: | Capital One Financial Corporation | |
| Security: | 6.183% Fixed-to-Floating Rate Subordinated Notes due 2036 | |
| Trade Date: | January 28, 2025 | |
| Settlement Date: * | January 30, 2025 (T+2) | |
| Ranking: | Unsecured and subordinated to the payment of the Issuer’s senior indebtedness, effectively subordinated to all of the existing and future liabilities and obligations of the Issuer’s subsidiaries, and equal in right of payment to all the Issuer’s existing and future unsecured and subordinated indebtedness. | |
| Expected Security Ratings (Outlook): ** | Baa1 (under review for downgrade) / BBB- (stable) / BBB (stable) (Moody’s / S&P / Fitch) | |
| Principal Amount: | US$1,750,000,000 | |
| Net Proceeds to Issuer (before expenses): | US$1,742,125,000 | |
| Maturity Date: | January 30, 2036 | |
| Interest Reset Date: | January 30, 2035 | |
| Fixed Rate Period: | From and including January 30, 2025 to but excluding the Interest Reset Date | |
| Floating Rate Period: | From and including the Interest Reset Date to but excluding the Maturity Date | |
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| Payment Frequency: | Semi-annually with respect to the Fixed Rate Period and quarterly with respect to the Floating Rate Period | |
| Day Count/Business Day Convention: | Fixed Rate Period: 30/360; Following, Unadjusted Floating Rate Period: Actual/360; Modified Following, Adjusted | |
| Fixed Rate Period Interest Payment Dates: | Semi-annually in arrears on each January 30 and July 30, commencing on July 30, 2025 and ending January 30, 2035 | |
| Benchmark Treasury: | UST 4.25% Notes due November 15, 2034 | |
| Benchmark Treasury Price and Yield: | 97-17+; 4.563% | |
| Spread to Benchmark Treasury: | +162 bps | |
| Re-offer Yield: | 6.183% | |
| Fixed Rate Period Coupon: | 6.183% per annum | |
| Price to Public: | 100.000% of principal amount | |
| Floating Rate Period Interest Rate: | Base Rate plus the Spread payable quarterly in arrears during the Floating Rate Period. | |
| Base Rate: | SOFR, compounded daily over the quarterly Observation Period in respect of such Floating Rate Interest Payment Period, in accordance with the specific formula described in the preliminary prospectus supplement. As further described in such preliminary prospectus supplement, (i) in determining the Base Rate for a U.S. Government Securities Business Day, the Base Rate generally will be the rate in respect of such day that is provided on the following U.S. Government Securities Business Day and (ii) in determining the Base Rate for any other day, such as a Saturday, Sunday or holiday, the Base Rate generally will be the rate in respect of the immediately preceding U.S. Government Securities Business Day that is provided on the following U.S. Government Securities Business Day. | |
| Spread (Plus or Minus): | Plus 203.6 bps | |
| Index Maturity: | Daily | |
| Floating Rate Interest Payment Dates: | Quarterly in arrears on each January 30, April 30, July 30 and October 30, beginning on April 30, 2035 and ending on the Maturity Date. If the scheduled Maturity Date falls on a day that is not a business day, the payment of principal and interest will be made on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled Maturity Date. | |
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| Floating Rate Interest Payment Periods: | Quarterly; with respect to a Floating Rate Interest Payment Date, the period from and including the most recent Floating Rate Interest Payment Date (or from and including the Interest Reset Date in the case of the first Floating Rate Interest Payment Period) to but excluding the next succeeding Floating Rate Interest Payment Date. | |
| Observation Period: | In respect of each Floating Rate Interest Payment Period, the period from and including the date two U.S. Government Securities Business Days preceding the first date in such Floating Rate Interest Payment Period to but excluding the date two U.S. Government Securities Business Days preceding the Floating Rate Interest Payment Date. | |
| U.S. Government Securities Business Day: | Any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities. | |
| Business Day: | New York, New York, Chicago, Illinois and McLean, Virginia | |
| Optional Redemption: | The Issuer may redeem the notes at its option (1) on January 30, 2035 (which is the date that is one year prior to the Maturity Date), 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 upon not less than 5 nor more than 60 days’ prior notice given to the holders of the notes to be redeemed or (2) in whole but not in part, at any time within 90 days following a Regulatory Capital Treatment Event, at a redemption price equal to 100% of the principal amount of the notes, plus any accrued and unpaid interest thereon to the redemption date. Any redemption of the notes is subject to Issuer’s receipt of any required prior approval by the Federal Reserve and to the satisfaction of any conditions set forth in the regulations and guidelines of the Federal Reserve applicable to redemption of the notes, including capital regulations and guidelines. | |
| Regulatory Capital Treatment Event: | The good faith determination by the Issuer that, as a result of (i) any amendment to, or change (including any announced prospective change) in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of the notes; (ii) any proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of the notes; or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the initial issuance of the notes, there is more than an insubstantial risk that the Issuer will not be entitled to treat the full liquidation value of the notes as “Tier 2 capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve (or, as and if applicable, the capital adequacy guidelines or regulations of any successor appropriate federal banking regulator or agency), as then in effect and applicable, for as long as any notes are outstanding. | |
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| CUSIP/ISIN: | 14040H DJ1 / US14040HDJ14 | |
| Joint Book-Running Managers: | Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Morgan Stanley & Co. LLC Wells Fargo Securities, LLC Capital One Securities, Inc. | |
| Co-Managers: | Academy Securities, Inc. Blaylock Van, LLC Samuel A. Ramirez & Company, Inc. Siebert Williams Shank & Co., LLC | |
| * | Note: Under Rule 15c6-1 of the U.S. Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to the first business day before delivery will be required by virtue of the fact that the notes initially will settle in two business days to specify alternative settlement arrangements to prevent a failed settlement. |
| ** | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
Capital One Financial Corporation has filed a registration statement (including a prospectus and preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read each of these documents and the other documents Capital One Financial Corporation has filed with the SEC and incorporated by reference in such documents for more complete information about Capital One Financial Corporation and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, you may obtain a copy of these documents by contacting Goldman Sachs & Co. LLC toll-free at 1-866-471-2526, J.P. Morgan Securities LLC (collect) at 1-212-834-4533, Morgan Stanley & Co. LLC toll-free at 1-866-718-1649, Wells Fargo Securities, LLC toll-free at 1-800-645-3751, or Capital One Securities, Inc. toll-free at 1-800-666-9174, Attn: Compliance.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers were automatically generated as a result of this communication being sent via Bloomberg or another email system.
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