Capital One officer to sell 2,017 performance shares

Officer Celia Edwards Karam files a Rule 144 notice to sell 2,017 Capital One performance share units after prior sales of 1,888 shares.

Available on EDGAR 09/15/2026 - 04:19 PM EDT Accepted by SEC EDGAR 09/15/2026 - 04:18 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

CAPITAL ONE FINANCIAL CORPORATION (COF) is the issuer for which officer Celia Edwards Karam has filed a Rule 144 notice covering planned sales of company common stock. The notice lists 2,017 performance share units to be sold through Morgan Stanley Smith Barney, reflecting equity awards from 2024 and 2025.

The filing also reports that Karam sold 1,888 shares of Capital One common stock in the preceding three months for aggregate proceeds of $425,782.14.

Key Figures

Total performance shares to be sold: 2,017 shares February 15, 2025 award shares: 804 shares March 11, 2024 award shares: 1,213 shares +3 more

6 metrics

Total performance shares to be sold 2,017 shares Performance Shares of Capital One common stock covered by the Rule 144 notice

February 15, 2025 award shares 804 shares Performance Shares dated February 15, 2025 listed under Securities To Be Sold

March 11, 2024 award shares 1,213 shares Performance Shares dated March 11, 2024 listed under Securities To Be Sold

Shares sold in past 3 months 1,888 shares Capital One common shares sold on August 17, 2026

Proceeds from recent sale $425,782.14 Aggregate proceeds from the August 17, 2026 sale of 1,888 shares

Notice signature date September 15, 2026 Date associated with the Form 144 remarks and signature

Key Terms

Rule 144, Performance Shares, Securities To Be Sold, Securities Sold During The Past 3 Months

4 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) 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.

Performance Shares financial

"Common | 02/15/2025 | Performance Shares | ISSUER"

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.

Securities To Be Sold financial

"144: Securities To Be Sold"

Securities Sold During The Past 3 Months financial

"144: Securities Sold During The Past 3 Months"

FAQ

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

What does the Form 144 filing disclose for CAPITAL ONE FINANCIAL CORP (COF)?

The Form 144 discloses that officer Celia Edwards Karam has filed a notice of intent to sell 2,017 performance share units of Capital One common stock under Rule 144, with the securities to be sold through Morgan Stanley Smith Barney LLC.

How many COF shares has Celia Edwards Karam sold in the past three months?

The filing reports that Celia Edwards Karam sold 1,888 shares of Capital One common stock on August 17, 2026 for aggregate proceeds of $425,782.14 during the prior three-month period.

How many COF performance shares are covered by this Rule 144 notice?

The Rule 144 notice covers a total of 2,017 performance share units of Capital One common stock, consisting of 804 shares tied to a February 15, 2025 award and 1,213 shares tied to a March 11, 2024 award.

What types of securities are being reported for potential sale for COF?

The notice covers Capital One common stock in the form of Performance Shares, with two blocks dated February 15, 2025 and March 11, 2024, and identifies Morgan Stanley Smith Barney LLC as the broker handling the transaction.

On which exchange are the COF securities in this Form 144 listed?

The securities referenced in the Form 144 for Capital One are listed on the NYSE, as indicated in the securities information section of the filing.

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

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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	0001741344
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	CELIA EDWARDS KARAM
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

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	2017	415643.19	613484836	09/15/2026	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	02/15/2025	Performance Shares	ISSUER			804	02/15/2025	Not Applicable
Common	03/11/2024	Performance Shares	ISSUER			1213	03/11/2024	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
CELIA EDWARDS KARAM 1680 Capital One Drive McLean VA 22102	Common	08/17/2026	1888	425782.14

144: Remarks and Signature

Remarks
Date of Notice	09/15/2026
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	05/14/2026
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/ Celia Karam
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)