Form 424B5 CAPITAL ONE FINANCIAL

0

Filed under rule 424 (b) (5)
Registration number 333-254191

The information in this provisional supplement and the accompanying prospectus is not complete and is subject to change. This provisional supplement to the prospectus and the accompanying prospectus do not constitute an offer to sell these securities and do not constitute an invitation to buy these securities in any jurisdiction in which the offer or sale is not permitted.

Subject to completion, from December 2nd, 2021

PROVISIONAL SUPPLEMENT TO THE PROSPECTUS

(To the prospectus dated March 12, 2021)

Capital One finance company

$%
Fixed to floating Senior Notes installment due 2024

$ floating rate senior notes due 2024

We pay interest on the%
fixed to floating Senior Notes due 2024 (the firmly-on-floating Interest Bonds ??) every six months during the fixed interest period from (and including) the original issue date to (exclusively) 2023 in arrears of each year and quarterly during the variable interest period from and including 2023 up to and including the 2024 due date in arrears on the second business day after each payment period with a variable interest rate Deadline (as defined herein); provided that that Fixed to floating Rate Notes The floating rate payment date (as defined herein) in relation to the last floating rate payment period (as defined herein) is the due date. We make the first interest payment on the fixed to floating Price notes on, 2022. The fixed to floating Interest rate bonds mature on, 2024. Interest accrues from (i) the Original Issue Date (and including) through (excluding) 2023 at a fixed rate of% pa and (ii) from and including, 2023 through (excluding) the Maturity Date at a rate equal to the Base Rate (as herein described) plus%.

We will be paying interest on the Senior Floating Rate Notes due in 2024 (the Floating Rate Notes and along with the fixed to floating Rate Notes quarterly from the original issue date (inclusive) through the due date 2024 (excluding) retrospectively on the second business day after each floating rate payment period
Deadline; provided that the Interest Payment Date for Floating Rate Notes (as defined herein) in relation to the last Floating Rate Interest Payment Period is the Maturity Date or, if the Floating Rate Notes are redeemed, the Redemption Date for such Floating Rate Notes. The first interest payment on the floating rate notes will be made on the second business day after the first end date of the floating rate interest payment period on, 2022. The floating rate notes are due on, 2024. Interest will fall from the original (inclusive) on the issue date until the due date (exclusively) at a rate equal to the base rate (as described herein) plus%.

We may redeem any series of Notes at our discretion on, 2023 (that is, the date that is one year prior to the Notes Maturity Date) in whole, but not in part, at a redemption price of 100% of the face value of the Notes to be redeemed plus accrued and unpaid interest until the repayment date. See “Description of Notes” Optional Redemption. ”

The Notes constitute our unsecured debt and rank pari passu with all of our existing and future unsecured and unsubordinated debt that may be outstanding from time to time. We will issue the Notes in denominations of $ 2,000 or more and any integer multiples of $ 1,000 or more. There is no sinking fund for the grades. The Notes are a new issue of securities with no established trading market. The Notes are not listed on any stock exchange.

Investing in the Notes involves risks. Before purchasing any Notes, you should read this Supplement, the accompanying Prospectus, and all information incorporated by reference, including a discussion of the material risks of investing in our Notes in the section? Risk Factors? Section starts on page S-10 of this prospectus supplement.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commissioner has approved or rejected these securities or has determined whether this Supplement or the accompanying Prospectus are truthful or complete. Any representation to the contrary is punishable by law.

Notes are not a savings accounts, deposit, or any other obligation of any bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation (the “FDIC”) or any other government agency or agency.

Prize to the public Insurance
Discounts
Further to
Capital one
(Before
Costs)

Per
Fixed to floating Rate note

%(1) % %

Fixed to floating

Rate notes overall

$ $ $

Per floating rate note

%(1) % %

total floating rate debt securities

$ $ $

total

$ $ $

(1)

Away . 2021 plus accrued interest, if applicable.

The Underwriters expect to deliver the Notes in book form only through the facilities of The Depository Trust Company and its participants, including Euroclear Bank SA / NV and Clearstream Banking SA, on or around 2021.

As our affiliate, Capital One Securities, Inc. is participating in the sale of the Notes, the offering will be conducted in accordance with Rule 5121 of the Financial Industry Regulatory Authority (“FINRA”) as administered by FINRA.

Joint book-running manager

Barclays Goldman Sachs & Co. LLC Morgan Stanley RBC Capital Markets Capital One Securities

The date of this Supplement is 2021.

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