Capital One officer proposes $426K stock sale

An officer of Capital One Financial filed a Rule 144 notice to sell 2,067 COF shares previously acquired through equity awards and the employee stock purchase plan.

Rhea-AI Filing Summary

CAPITAL ONE FINANCIAL CORPORATION (COF) has a notice from officer Lia Dean of a proposed sale of 2,067 shares of common stock under Rule 144 through Morgan Stanley Smith Barney LLC. The shares have an estimated aggregate market value of $425,947.25 at the time of the notice.

The shares to be sold were acquired from vesting of Performance Shares between March 1, 2023 and February 15, 2025 and from purchases under an Employee Stock Purchase Plan between May 24, 2018 and January 31, 2026. A separate line in the form shows common shares outstanding of 613,484,836, which is a baseline figure, not the amount being sold.

Key Figures

Shares to be sold under Rule 144: 2,067 shares Aggregate market value of shares to be sold: $425,947.25 Shares sold in past 3 months: 2,193 shares +4 more

7 metrics

Shares to be sold under Rule 144 2,067 shares Proposed common stock sale by officer Lia Dean

Aggregate market value of shares to be sold $425,947.25 Estimated value of 2,067 COF shares in the Rule 144 notice

Shares sold in past 3 months 2,193 shares Common shares sold on August 17, 2026

Aggregate value of past 3-month sales $494,565.75 Value of 2,193 common shares sold on August 17, 2026

Common shares baseline 613,484,836 shares Common shares line included as context in securities information

Performance Shares acquired for sale 1,978 shares Common shares from Performance Shares acquired March 1, 2023

Employee Stock Purchase Plan shares for sale 89 shares Common shares from Employee Stock Purchase Plan acquired May 24, 2018

Key Terms

Rule 144, Performance Shares, Employee Stock Purchase Plan, aggregate market value

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 | 03/01/2023 | 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.

Employee Stock Purchase Plan financial

"Common | 05/24/2018 | Employee Stock Purchase Plan | ISSUER"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

aggregate market value financial

"Common | Morgan Stanley Smith Barney LLC ... | 2067 | 425947.25"

Aggregate market value is the combined price you would pay to buy all outstanding shares of a company or all companies in a group at current market prices — essentially the sum of each stock’s market capitalization. It matters to investors because it shows the overall size and weight of an investment or sector (like the total cost to buy every piece of a puzzle), helps compare scale across companies or markets, and influences index composition and risk exposure.

FAQ

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

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

It discloses that officer Lia Dean has filed a Rule 144 notice to sell 2,067 shares of COF common stock through Morgan Stanley Smith Barney LLC, with an estimated aggregate market value of $425,947.25 as of the filing details.

How many COF shares is Lia Dean proposing to sell under this Form 144?

Lia Dean is proposing to sell 2,067 shares of CAPITAL ONE FINANCIAL CORPORATION common stock. These shares are to be sold through Morgan Stanley Smith Barney LLC Executive Financial Services as indicated in the notice.

What is the estimated market value of the COF shares to be sold?

The Form 144 lists an estimated aggregate market value of $425,947.25 for the 2,067 COF shares proposed for sale. This value is reported in the securities information section of the notice.

From what sources did Lia Dean acquire the COF shares being sold?

The notice states that the securities to be sold were acquired upon the vesting of Performance Shares during the period March 1, 2023 through February 15, 2025 and from purchases under an Employee Stock Purchase Plan during the period May 24, 2018 through January 31, 2026.

How many COF shares did Lia Dean sell in the past three months?

In the past three months, the Form 144 reports that 2,193 COF common shares were sold on August 17, 2026 for an aggregate value of $494,565.75.

What share count for COF is shown as a baseline in the Form 144?

The filing includes a line showing 613,484,836 COF common shares, which functions as a context baseline for shares outstanding and is separate from the 2,067 shares proposed for sale under Rule 144.

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

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Available on EDGAR 09/15/2026 - 04:04 PM Accepted by SEC EDGAR 09/15/2026 - 04:04 PM 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	0001741273
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	LIA DEAN
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	2067	425947.25	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	03/01/2023	Performance Shares	ISSUER			1978	03/01/2023	Not Applicable
Common	05/24/2018	Employee Stock Purchase Plan	ISSUER			89	05/24/2018	Cash

* 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
LIA DEAN 1680 Capital One Drive McLean VA 22102	Common	08/17/2026	2193	494565.75

144: Remarks and Signature

Remarks	The securities to be sold were acquired upon the vesting of Performance Shares during the period of 03/01/2023 through 02/15/2025. The securities to be sold were acquired upon the purchase of Employee Stock Purchase Plan shares during the period of 05/24/2018 through 01/31/2026.
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/ Lia Dean
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)