[8-K] Capital One Financial Reports Material Event

Rhea-AI Filing Summary

Beyond, Inc. (BYON) – Form 4 insider transaction

President & CFO Adrianne Lee sold 2,200 shares of Beyond common stock on 07/21/2025 at $10.00 per share (transaction code “S”). The disposition was completed under a pre-arranged Rule 10b5-1 trading plan adopted on 11/11/2024.

After the sale, Lee directly owns 60,434 BYON shares. The total reflects 454 shares that were previously misreported as tax-withheld on a Form 4 filed 01/23/2025.

No derivative securities were acquired or disposed of. The filing was signed by attorney-in-fact Christina Wheeler on 07/22/2025.

Positive

• Sale conducted under a pre-established Rule 10b5-1 plan, indicating compliance with insider-trading safeguards and reducing concerns over opportunistic timing.
• Prior share-count error corrected, enhancing accuracy of insider ownership records.

Negative

• President & CFO disposed of 2,200 common shares, which some investors may interpret as a mildly negative insider sentiment signal.

Insights

Securities Analyst

TL;DR: Modest 2,200-share sale under 10b5-1 plan; limited signal value, largely administrative.

The reported transaction equals roughly 3.6% of the executive’s 60,434-share position, suggesting only a minor portfolio rebalancing. Because it was executed under a pre-established Rule 10b5-1 plan, the sale appears routine and reduces concerns about timing. No derivatives or additional dispositions were disclosed. From a valuation standpoint, the filing does not alter the investment thesis and is unlikely to move the stock materially.

Corporate Governance Expert

TL;DR: Sale follows governance best practices; no red flags detected.

The use of a 10b5-1 plan demonstrates adherence to insider-trading safeguards and supports transparent corporate governance. The correction of the earlier 454-share misclassification improves record accuracy. With no indication of broader insider selling or strategic shifts, the event carries low governance risk.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________

FORM 8-K

____________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

July 22, 2025

Date of Report (Date of earliest event reported)

____________________________________

CAPITAL ONE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

____________________________________

Delaware						001-13300			54-1719854
(State or other jurisdiction of incorporation)						(Commission File Number)			(IRS Employer Identification No.)
1680 Capital One Drive,
McLean,			Virginia						22102
(Address of principal executive offices)									(Zip Code)

Registrant’s telephone number, including area code: (703) 720-1000

(Not applicable)

(Former name or former address, if changed since last report)

____________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class			Trading Symbol(s)			Name of Each Exchange on Which Registered
Common Stock (par value $.01 per share)			COF			New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series I			COF PRI			New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series J			COF PRJ			New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series K			COF PRK			New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series L			COF PRL			New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series N			COF PRN			New York Stock Exchange
1.650% Senior Notes Due 2029			COF29			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01    Regulation FD Disclosure.

Capital One Financial Corporation (the “Company”) hereby furnishes the information in Exhibit 99.1 hereto, Monthly Charge-Off and Delinquency Metrics - As of and for the month ended June 30, 2025.

Note: Information in this report (including the exhibit) furnished pursuant to Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD. Furthermore, the information provided in Exhibit 99.1 shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
99.1						Monthly Charge-Off and Delinquency Metrics - As of and for the month ended June 30, 2025
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

CAPITAL ONE FINANCIAL CORPORATION

Date: July 22, 2025

By:

/s/ TIMOTHY P. GOLDEN

Timothy P. Golden

Chief Accounting Officer

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FAQ

How many Beyond (BYON) shares did President & CFO Adrianne Lee sell?

She sold 2,200 common shares on 07/21/2025.

At what price were the BYON shares sold?

The shares were sold at $10.00 per share.

How many BYON shares does Adrianne Lee own after the transaction?

She now directly owns 60,434 shares.

Was the transaction part of a trading plan?

Yes. The sale was executed under a Rule 10b5-1 plan adopted on 11/11/2024.

Were any derivative securities involved in this Form 4 filing?

No. The filing reports no acquisitions or dispositions of derivative securities.