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[Form 4] CAPITAL ONE FINANCIAL CORP Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4
Rhea-AI Filing Summary

Matthew W. Cooper, identified as General Counsel & Corporate Secretary of Capital One Financial Corp (COF), reported a sale of 2,000 shares of the issuer's common stock on 10/02/2025 at a reported price of $211.99 per share. After the sale, the reporting person beneficially owned 98,486 shares.

The filing states the transaction was executed under a trading plan established on January 23, 2025 pursuant to Rule 10b5-1, and the Form 4 was signed by a power of attorney on 10/03/2025. No derivative transactions or other classes of securities are disclosed on this form.

Positive
  • Sale disclosed under a Rule 10b5-1 plan, indicating preplanned trading and compliance with insider trading procedures
  • Timely Form 4 filing (transaction 10/02/2025, Form filed 10/03/2025) showing prompt public disclosure
Negative
  • Insider sold 2,000 shares at $211.99, reducing direct beneficial ownership to 98,486 shares
  • No derivative transactions disclosed, meaning the filing only reflects a cash sale and not hedging or option activity

Insights

TL;DR: Insider sale executed under a Rule 10b5-1 plan; disclosure completed.

The report shows a 2,000-share disposition by the General Counsel on 10/02/2025 at $211.99 per share and a remaining beneficial ownership of 98,486 shares. The filing explicitly states the sale was made pursuant to a Rule 10b5-1 trading plan adopted on January 23, 2025, which is a prearranged mechanism for insiders to transact while limiting claims of trading on material nonpublic information.

The Form 4 was executed via power of attorney and filed the following day, indicating timely disclosure as required by Section 16.

TL;DR: A routine insider sale reduced direct holdings; no other securities reported.

The document reports only a non-derivative sale (code S) of 2,000 shares and shows no derivative holdings or acquisitions on this filing. That confines the material disclosure to a single sale event and an updated beneficial ownership total of 98,486 shares.

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).
1. Name and Address of Reporting Person*
Cooper Matthew W

(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)
General Counsel & Corp Secy
3. Date of Earliest Transaction (Month/Day/Year)
10/02/2025
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) 10/02/2025 S 2,000 D $211.99 98,486 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 January 23, 2025, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
Remarks:
/s/ Blaise F. Brennan (POA on file) 10/03/2025
** 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 did the Form 4 filed for COF disclose?

The Form 4 reports that Matthew W. Cooper sold 2,000 common shares on 10/02/2025 at $211.99, leaving 98,486 shares beneficially owned.

Was the sale part of an approved trading plan?

Yes. The filing states the transaction was executed under a Rule 10b5-1 trading plan entered into on January 23, 2025.

Does the Form 4 show any option exercise or derivative trades?

No. The filing contains only a non-derivative sale of common stock and lists no derivative securities.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by a power of attorney (Blaise F. Brennan) and dated 10/03/2025.

What role does the reporting person hold at Capital One?

The reporting person, Matthew W. Cooper, is identified as General Counsel & Corporate Secretary.
Capital One Financial

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