Capital One (NYSE: COF) officer sells 2,936 shares at $218.15 in Rule 10b5-1 trade

Rhea-AI Filing Summary

Capital One Financial Corp reported that its Pres, Retail Bank executed a stock sale under a pre-arranged trading plan. On 12/01/2025, the officer sold 2,936 shares of common stock at $218.15 per share. After this transaction, the officer beneficially owned 63,433 shares. The trade was carried out pursuant to a Rule 10b5-1 trading plan that the reporting person entered into on August 14, 2025, and the share count includes stock acquired through the company’s Associate Stock Purchase Plan since the last reported transaction.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Karam Celia

(Last) (First) (Middle)

1680 CAPITAL ONE DRIVE

(Street)

MCLEAN VA 22102

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CAPITAL ONE FINANCIAL CORP [ COF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Pres, Retail Bank

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	12/01/2025		S		2,936	D	$218.15	63,433(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction was executed pursuant to a trading plan entered into by the reporting person on August 14, 2025, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

2. Includes shares acquired by the reporting person through the Company's Associate Stock Purchase Plan since the last reported transaction.

Remarks:

	/s/ Blaise F. Brennan (POA on file)	12/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Capital One (COF) disclose in this Form 4?

The Pres, Retail Bank of Capital One Financial Corp reported selling 2,936 shares of common stock on 12/01/2025 at a price of $218.15 per share.

How many Capital One (COF) shares does the reporting officer own after the transaction?

Following the reported sale, the officer beneficially owned 63,433 shares of Capital One Financial Corp common stock.

Was the Capital One (COF) insider sale made under a Rule 10b5-1 trading plan?

Yes. The sale was executed pursuant to a trading plan entered into by the reporting person on August 14, 2025, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.

What position does the reporting person hold at Capital One (COF)?

The reporting person is an officer of Capital One Financial Corp, serving as Pres, Retail Bank.

How were additional Capital One (COF) shares acquired by the reporting officer before this sale?

The beneficial ownership total includes shares acquired by the reporting person through the company’s Associate Stock Purchase Plan since the last reported transaction.

Is this Capital One (COF) Form 4 filed for one or multiple reporting persons?

The Form 4 indicates it is filed by one reporting person, not by more than one reporting person.