Capital One (NYSE: COF) legal chief sells 3,500 shares under 10b5-1 plan

Rhea-AI Filing Summary

CAPITAL ONE FINANCIAL CORP reported an insider stock sale by General Counsel and Corporate Secretary Matthew W. Cooper. On May 12, 2026, he executed an open-market sale of 3,500 shares of common stock at $183.93 per share. After this transaction, he directly holds 97,194 shares of Capital One common stock. According to a footnote, the sale was carried out under a pre-arranged Rule 10b5-1 trading plan that Cooper entered into on January 26, 2026, indicating the trade was scheduled in advance rather than timed opportunistically.

Insider Trade Summary 10b5-1

Net Seller: 3,500 shares ($643,755)

Net Sell 1 txn

Insider Cooper Matthew W

Role General Counsel & Corp Secy

Sold 3,500 shs ($644K)

Type	Security	Shares	Price	Value
Sale	Common Stock	3,500	$183.93	$644K

Holdings After Transaction: Common Stock — 97,194 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 3,500 shares Sale price per share: $183.93 per share Shares held after transaction: 97,194 shares +2 more

5 metrics

Shares sold 3,500 shares Open-market sale of Capital One common stock on May 12, 2026

Sale price per share $183.93 per share Execution price for the 3,500-share open-market sale

Shares held after transaction 97,194 shares Direct holdings of Matthew W. Cooper following the sale

Transaction code Code S Indicates a sale in open market or private transaction

Net buy/sell shares 3,500 shares net sold Form 4 transaction summary net-buy-sell direction

Key Terms

Rule 10b5-1, trading plan, Common Stock, open-market sale

4 terms

Rule 10b5-1 regulatory

"in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

trading plan financial

"This transaction was executed pursuant to a trading plan entered into by the reporting person"

A trading plan is a written set of rules an investor follows about what to buy or sell, when to enter and exit positions, and how much risk to accept—like a travel itinerary that maps the route, stops, and budget before a trip. It matters because it helps remove emotional decisions during market swings, enforces discipline, and makes performance easier to review and improve, reducing the chance of costly impulsive moves.

Common Stock financial

"security_title: "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

open-market sale financial

"transaction_action: "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 Insider Transactions: What Each Field Means →

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^*

Cooper Matthew W

(Last) (First) (Middle)

1680 CAPITAL ONE DRIVE

(Street)

MCLEAN VIRGINIA 22102

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026

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

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

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

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	05/12/2026(1)		S		3,500	D	$183.93	97,194	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 26, 2026, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

Remarks:

	/s/ Katherine DeLuca (POA on file)	05/14/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Capital One (COF) report for Matthew W. Cooper?

Capital One reported that General Counsel and Corporate Secretary Matthew W. Cooper sold 3,500 shares of common stock. The transaction was an open-market sale, disclosed on a Form 4 insider trading report for transparency to shareholders and regulators.

At what price did Matthew W. Cooper sell Capital One (COF) shares?

Matthew W. Cooper sold 3,500 Capital One common shares at $183.93 per share. This price reflects the execution level for that specific open-market sale and helps investors understand the approximate dollar value involved in the transaction.

How many Capital One (COF) shares does Matthew W. Cooper hold after the sale?

After the reported sale, Matthew W. Cooper directly holds 97,194 shares of Capital One common stock. This remaining position shows he continues to have substantial equity exposure to the company following the 3,500-share open-market transaction.

Was Matthew W. Cooper’s Capital One (COF) share sale under a Rule 10b5-1 plan?

Yes. A footnote states the sale was executed under a trading plan entered into on January 26, 2026, in accordance with Rule 10b5-1. Such plans pre-schedule trades, reducing the significance of short-term market timing.

What role does Matthew W. Cooper hold at Capital One (COF)?

Matthew W. Cooper serves as Capital One’s General Counsel and Corporate Secretary. His position makes his equity transactions reportable under insider trading rules, leading to public disclosure through Form 4 filings with the SEC.

What type of security did Matthew W. Cooper trade in this Capital One (COF) filing?

The filing shows a transaction in Capital One common stock, categorized as a non-derivative security. No options or other derivative securities were reported, and there were no derivative positions listed as remaining after the transaction.