第一资本金融美股招股说明书(2025-09-10版)

Capital One Financial Corporation $1,250,000,000 4.493%Fixed-to-FloatingRate Senior Notes Due 2031$1,500,000,000 5.197%Fixed-to-FloatingRate Senior Notes Due 2036 We will pay interest on the 4.493%fixed-to-floatingrate senior notes due 2031 (the “2031 notes”) semi-annually during the fixed rate period from and including the original issue dateto but excluding September11,2030 (the “2031 Notes Interest Reset Date”) (the “2031 Notes Fixed Rate Period”) in arrears on each March11 and September11 and quarterly during thefloating rate period from and including the 2031 Notes Interest Reset Date to but excluding the September11, 2031 maturity date (the “2031 Notes Floating Rate Period”) in arrears on eachMarch11, June11, September11 and December11. We will make the first interest payment on the 2031 notes on March 11, 2026. Interest will accrue (i)from and including the original issuedate to but excluding the 2031 Notes Interest Reset Date at a fixed rate of 4.493% per annum and (ii)from and including the 2031 Notes Interest Reset Date to but excluding the 2031 notesmaturity date at a rate equal to the base rate (as described herein) plus 1.250% (the “2031 Notes Spread”). We will pay interest on the 5.197%fixed-to-floatingrate senior notes due 2036 (the “2036 notes” and, together with the 2031 notes, the “notes”) semi-annually during the fixed rateperiod from and including the original issue date to but excluding September11, 2035 (the “2036 Notes Interest Reset Date”) (the “2036 Notes Fixed Rate Period”) in arrears on eachMarch11 and September11 and quarterly during the floating rate period from and including the 2036 Notes Interest Reset Date to but excluding the September11,2036 maturity date (the“2036 Notes Floating Rate Period”) in arrears on each March11, June11, September11 and December11. We will make the first interest payment on the 2036 notes on March11, 2026.Interest will accrue (i)from and including the original issue date to but excluding the 2036 Notes Interest Reset Date at a fixed rate of 5.197% per annum and (ii)from and including the 2036Notes Interest Reset Date to but excluding the 2036 notes maturity date at a rate equal to the base rate (as described herein) plus 1.630% (the “2036 Notes Spread”). We may redeem the 2031 notes at our option on September11,2030 (which is the date that is one year prior to the maturity date of the 2031 notes), in whole but not in part, at aredemption price equal to 100% of the principal amount of the 2031 notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date. See “Description of the Notes—Optional Redemption.” We may redeem the 2036 notes at our option on September11,2035 (which is the date that is one year prior to the maturity date of the 2036 notes), in whole but not in part, at aredemption price equal to 100% of the principal amount of the 2036 notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date. See “Description of the Notes—Optional 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 totime. 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 ofsecurities 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 allinformation incorporated by reference herein, including the discussion of material risks of investing in our notes in the “Risk Factors” sectionbeginning on pageS-10of 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 thisprospectus 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”) orany other governmental agency or instrumentality. (1)Plus accrued interest, if any, from September11, 2025. 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/NVand Clearstream Banking S.A., on or about September11, 2025, which will be the third business day following the date of the pricing of the notes. Under Rule15c6-1of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally are required to settle in one business day, unless the parties to a trade expressly agreeotherwise. Accordingly, purchasers who wish to trad