Capital One's Fairbank proposes $18.4M share sale

The proposed sale comprises three reported share categories; Georgetown University's separate sale involved shares donated through the Fairbank Foundation.

Rhea-AI Filing Summary

Capital One Financial Corporation officer and director Richard D. Fairbank reported a proposed sale of 90,743 common shares, with an aggregate market value of $18,407,809.46; October 27, 2026, is the approximate sale date. Separately, 975 shares Fairbank donated through the Fairbank Foundation to Georgetown University on July 23, 2026, were sold by the university on July 29, 2026.

Key Figures

Proposed sale: 90,743 common shares Aggregate market value: $18,407,809.46 Stock option exercise shares: 40,743 shares +4 more

7 metrics

Proposed sale 90,743 common shares Approximate sale date: October 27, 2026

Aggregate market value $18,407,809.46 Proposed sale

Stock option exercise shares 40,743 shares Reported category of shares proposed for sale

Exercised shares 40,920 shares Reported category of shares proposed for sale

Performance shares 9,080 shares Reported category of shares proposed for sale

Shares sold by Georgetown University 975 shares Sale on July 29, 2026

Georgetown University sale value $206,884.83 Sale on July 29, 2026

Key Terms

Rule 144, Section 13, Stock Option Exercise, Performance Shares

4 terms

Rule 144 regulatory

"sales required by paragraph (e) of Rule 144"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

Section 13 regulatory

"beneficial ownership under Section 13 of certain shares"

Section 13 of the U.S. Securities Exchange Act requires public companies and large shareholders to disclose important ownership and reporting information to the market, including regular financial reports and filings when someone builds a significant stake. For investors it acts like a public checkbook and alert system: it provides verified updates on a company’s health and who controls it, helping buyers judge risk, spot takeover activity, and make informed decisions.

Stock Option Exercise financial

"Stock Option Exercise"

A stock option exercise is the act of using a previously granted right to buy shares of a company's stock at a specific, predetermined price by paying that price and receiving the shares. It matters to investors because exercising changes who owns the shares (which can dilute existing ownership), can trigger taxable events and shift potential gains or losses, and affects voting power and the company’s outstanding share count—like turning a voucher into an actual product that becomes part of circulating supply.

Performance Shares financial

"Performance Shares"

Performance shares are a type of company stock given to executives or employees that only become theirs if the company meets specific goals, like hitting certain profits or growth targets. They motivate leaders to work toward the company’s success, because their additional shares depend on achieving these results.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many COF shares did Richard D. Fairbank propose to sell?

The proposed sale is for 90,743 common shares, with an aggregate market value of $18,407,809.46. October 27, 2026, is the approximate sale date.

What share categories make up Richard D. Fairbank's proposed COF sale?

The reported categories are 40,743 shares from a stock option exercise, 40,920 exercised shares, and 9,080 performance shares.

What happened to the 975 COF shares associated with Georgetown University?

Richard D. Fairbank donated 975 shares to Georgetown University through the Fairbank Foundation on July 23, 2026. Georgetown University sold those shares on July 29, 2026, for $206,884.83.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/27/2026 - 04:52 PM EDT Accepted by SEC EDGAR 10/27/2026 - 04:51 PM EDT Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001238032
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	CAPITAL ONE FINANCIAL CORPORATION
SEC File Number	001-13300
Address of Issuer	1680 CAPITAL ONE DRIVE MCLEAN VIRGINIA 22102
Phone	7037201000
Name of Person for Whose Account the Securities are To Be Sold	RICHARD D FAIRBANK
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer
Relationship to Issuer	Director

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	90743	18407809.46	613484836	10/27/2026	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	10/27/2026	Stock Option Exercise	ISSUER			40743	10/27/2026	Cash
Common	07/27/2021	Exercised Shares	ISSUER			40920	07/27/2021	Cash
Common	03/10/2025	Performance Shares	ISSUER			9080	03/10/2025	Not Applicable

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Georgetown University 2115 Wisconsin Avenue NW, Suite 500 Washington DC 20007	Common	07/29/2026	975	206884.83

144: Remarks and Signature

Remarks	Richard Fairbank, who had beneficial ownership under Section 13 of certain shares of common stock donated to, and held by the Fairbank Foundation, donated via the Fairbank Foundation, 975 shares to Georgetown University on July 23, 2026, which were subsequently sold by Georgetown University on the date and quantity stated herein.
Date of Notice	10/27/2026
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	05/13/2025
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Richard D. Fairbank
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)