Capital One (NYSE: COF) president sells 3,284 shares in 10b5-1 trade

Rhea-AI Filing Summary

Capital One Financial Corp executive Dean Lia reported two stock transactions. On February 3, 2026, he received 6,682 shares of common stock as a restricted stock unit award at $0 per share, increasing his direct holdings to 73,446 shares.

On February 4, 2026, he sold 3,284 shares of common stock at $223.68 per share under a pre-arranged Rule 10b5-1 trading plan entered on August 14, 2025, leaving him with 70,162 directly owned shares. The restricted stock units will vest in one-third increments starting February 15, 2027 and annually thereafter, with each unit delivering one share of common stock.

Insider Trade Summary

Net Seller: 3,284 shares ($734,565)

Net Sell 2 txns

Insider Dean Lia

Role Pres, Banking & Prem. Products

Sold 3,284 shs ($735K)

Type	Security	Shares	Price	Value
Sale	Common Stock	3,284	$223.68	$735K
Grant/Award	Common Stock	6,682	$0.00	--

Holdings After Transaction: Common Stock — 70,162 shares (Direct)

Footnotes (1)

1. This restricted stock unit award will vest in 1/3 increments beginning on February 15, 2027 and annually thereafter. Each restricted stock unit represents a contingent right to receive one share of Company common stock. Includes shares acquired by the reporting person through the Company's Associate Stock Purchase Plan since the last reported transaction. 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.

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^*

Dean Lia

(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, Banking & Prem. Products

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

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)	02/03/2026		A		6,682	A	$0	73,446(2)	D
Common Stock(3)	02/04/2026		S		3,284	D	$223.68	70,162	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 restricted stock unit award will vest in 1/3 increments beginning on February 15, 2027 and annually thereafter. Each restricted stock unit represents a contingent right to receive one share of Company common stock.

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

3. 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.

Remarks:

	/s/ Blaise F. Brennan (POA on file)	02/05/2026
	** 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.

FAQ

What insider transactions did Dean Lia report at Capital One (COF)?

Dean Lia reported receiving 6,682 restricted stock units on February 3, 2026, then selling 3,284 Capital One common shares on February 4, 2026 at $223.68 per share, leaving him with 70,162 directly owned shares after the sale.

How many Capital One (COF) shares did Dean Lia sell and at what price?

Dean Lia sold 3,284 shares of Capital One common stock on February 4, 2026 at $223.68 per share. The sale reduced his direct holdings from 73,446 shares before the sale to 70,162 shares afterward, as reported in the Form 4 filing.

What restricted stock units did Dean Lia receive from Capital One (COF)?

On February 3, 2026, Dean Lia received 6,682 restricted stock units that each represent a right to one Capital One common share. These units vest in one-third increments beginning February 15, 2027 and annually thereafter, subject to the award’s terms and continued service.

Was Dean Liab4s Capital One (COF) stock sale under a 10b5-1 trading plan?

Yes. The Form 4 states the February 4, 2026 stock sale was executed under a Rule 10b5-1 trading plan that Dean Lia entered on August 14, 2025, which pre-arranges trade instructions to help manage insider trading compliance.

What is Dean Liab4s role at Capital One (COF) and how many shares does he own?

Dean Lia is an officer of Capital One, serving as President, Banking & Premium Products. After the reported February 2026 transactions, he directly owns 70,162 shares of Capital One common stock, according to the beneficial ownership figure in the Form 4 filing.

How do Dean Liab4s restricted stock units at Capital One (COF) vest?

The restricted stock unit award vests in one-third increments starting February 15, 2027 and then annually. Each vested unit delivers one share of Capital One common stock, aligning a portion of his compensation with long-term company performance and continued employment.