Capital One's Fairbank proposes $18.6M share sale

The reported prior-three-month activity includes a separate 90,743-share sale dated October 27, 2026.

Available on EDGAR 11/04/2026 - 04:04 PM EST Accepted by SEC EDGAR 11/04/2026 - 04:04 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Capital One Financial Corp. (COF) officer and director Richard D. Fairbank reported a proposed sale of 90,743 common shares, with an aggregate market value of $18,589,335.46 and an approximate sale date of November 4, 2026. Morgan Stanley Smith Barney LLC is listed as broker. Fairbank's reported sales during the prior three months include 90,743 common shares sold on October 27, 2026, for an aggregate market value of $18,407,809.46.

Key Figures

Proposed sale: 90,743 common shares Aggregate market value of proposed sale: $18,589,335.46 Reported prior sales: 90,743 common shares +1 more

4 metrics

Proposed sale 90,743 common shares Approximate sale date: November 4, 2026

Aggregate market value of proposed sale $18,589,335.46 Proposed sale dated November 4, 2026

Reported prior sales 90,743 common shares Sold October 27, 2026

Aggregate market value of reported prior sale $18,407,809.46 Sale dated October 27, 2026

Key Terms

Rule 144, performance shares, Stock Option Exercise, Exercised Shares

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

"acquired upon the vesting of 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.

Stock Option Exercise financial

"Common | 11/04/2026 | 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.

Exercised Shares financial

"Common | 01/27/2022 | Exercised Shares"

FAQ

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

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

Richard D. Fairbank proposed selling 90,743 common shares, with an aggregate market value of $18,589,335.46 and an approximate sale date of November 4, 2026.

Which broker is listed for Richard D. Fairbank's proposed COF sale?

Morgan Stanley Smith Barney LLC is listed as broker for the proposed sale.

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	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	18589335.46	601533153	11/04/2026	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	01/27/2022	Exercised Shares	ISSUER			43	01/27/2022	Cash
Common	03/11/2024	Performance Shares	ISSUER			49957	03/11/2024	Not Applicable
Common	11/04/2026	Stock Option Exercise	ISSUER			40743	11/04/2026	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
RICHARD D FAIRBANK 1680 Capital One Drive McLean VA 22102	Common	10/27/2026	90743	18407809.46

144: Remarks and Signature

Remarks	The securities to be sold were acquired upon the vesting of performance shares during the period of 3/11/2024 through 3/10/2025
Date of Notice	11/04/2026
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)