Capital One (COF) Form 144: Employee ESPP Shares Proposed for Sale

Rhea-AI Filing Summary

Form 144 notice for Capital One Financial (COF) records a proposed sale of 212 common shares, with an aggregate market value of $45,666.96, to be sold on or about 08/19/2025 on the NYSE through Morgan Stanley Smith Barney LLC Executive Financial Services. The 212 shares were acquired through the issuer's Employee Stock Purchase Plan across nine purchase dates between 06/30/2024 and 04/30/2025 and were paid in cash. The filing also discloses a prior sale by TIMOTHY GOLDEN of 3,462 common shares on 08/12/2025 for gross proceeds of $727,989.36. The notice includes the standard Rule 144 representation that the seller does not possess undisclosed material adverse information.

Positive

• Full Rule 144 disclosure provided including broker, planned sale date, and acquisition history
• Securities were acquired via Employee Stock Purchase Plan and paid in cash, showing ordinary employee-originated holdings
• Planned sale size is immaterial versus 639,517,306 shares outstanding (212 shares, $45,666.96)

Negative

• Prior sale reported of 3,462 shares on 08/12/2025 for $727,989.36, which represents insider monetization in the recent period

Insights

Securities Analyst

TL;DR: Small Rule 144 sale from ESPP holdings; routine disclosure with limited investor impact.

The filing documents a proposed sale of 212 shares (aggregate market value $45,666.96) via an NYSE broker and shows those shares were acquired through the company Employee Stock Purchase Plan over multiple dates. The disclosure adheres to Rule 144 requirements and provides transparency about recent insider-related trading. Given the issuer's outstanding share count of 639,517,306, the proposed sale size is immaterial to capitalization and is unlikely to affect market valuation. The earlier reported sale of 3,462 shares for $727,989.36 is larger in dollar terms but still small relative to total outstanding shares. No financial results, forward guidance, or new corporate actions are included.

Corporate Governance Expert

TL;DR: Proper compliance filing; signals routine employee share monetization, not governance concern.

The notice shows the seller used the Employee Stock Purchase Plan and disclosed both planned and recent sales, fulfilling Rule 144 reporting obligations. The representation attesting to lack of undisclosed material adverse information is included, and broker details are provided. There is no indication of unusual timing, related-party transfers, or other governance red flags within the document. Absent additional context or concurrent material disclosures by the issuer, this filing appears administrative and compliance-focused.

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

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

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

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	212	45666.96	639517306	08/19/2025	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	07/31/2024	Employee Stock Purchase Plan	ISSUER			23	07/31/2024	Cash
Common	04/30/2024	Employee Stock Purchase Plan	ISSUER			25	04/30/2024	Cash
Common	08/31/2024	Employee Stock Purchase Plan	ISSUER			21	08/31/2024	Cash
Common	01/31/2025	Employee Stock Purchase Plan	ISSUER			17	01/31/2025	Cash
Common	02/28/2025	Employee Stock Purchase Plan	ISSUER			19	02/28/2025	Cash
Common	04/30/2025	Employee Stock Purchase Plan	ISSUER			22	04/30/2025	Cash
Common	03/31/2025	Employee Stock Purchase Plan	ISSUER			22	03/31/2025	Cash
Common	06/30/2024	Employee Stock Purchase Plan	ISSUER			25	06/30/2024	Cash
Common	05/31/2024	Employee Stock Purchase Plan	ISSUER			38	05/31/2024	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
TIMOTHY GOLDEN 1680 Capital One Drive McLean VA 22102	Common	08/12/2025	3462	727989.36

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

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

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 filed for COF disclose?

The form discloses a proposed sale of 212 common shares valued at $45,666.96, to be sold on or about 08/19/2025 on the NYSE through Morgan Stanley Smith Barney LLC.

How were the 212 shares acquired?

All 212 shares were acquired through the issuer's Employee Stock Purchase Plan on multiple dates between 06/30/2024 and 04/30/2025 and paid in cash.

Did the filer sell any shares recently?

Yes. The filing reports that TIMOTHY GOLDEN sold 3,462 common shares on 08/12/2025 for gross proceeds of $727,989.36.

Is the proposed sale material to Capital One's market capitalization?

No. The proposed sale of 212 shares is immaterial relative to the 639,517,306 shares outstanding reported in the filing.

Which broker is handling the proposed sale?

The broker listed is Morgan Stanley Smith Barney LLC Executive Financial Services at 1 New York Plaza, 8th Floor, New York, NY 10004.