[Form 4] CAPITAL ONE FINANCIAL CORP Insider Trading Activity

Rhea-AI Filing Summary

Capital One Financial (COF) reported an insider transaction: the Chairman and CEO filed a Form 4 for activity on 10/27/2025. He exercised 53,486 stock options at $63.73 and sold shares in multiple open‑market transactions at weighted average prices including $224.53, $225.39, $226.43, and $227.42. The sale price ranges disclosed span $223.90 to $227.59 across the noted tranches.

The filing states the transactions were executed under a Rule 10b5‑1 trading plan entered on May 13, 2025. Following these transactions, the reporting person beneficially owns 4,051,228 shares directly. In addition, the derivative table shows 53,487 stock options beneficially owned following the reported transactions, with an option series carrying a $63.73 exercise price and expiring on 02/03/2026.

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

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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^*

FAIRBANK RICHARD D

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/27/2025

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)	10/27/2025		M		53,486	A	$63.73	4,154,714(2)	D
Common Stock(1)	10/27/2025		S		12,768	D	$224.53(3)	4,141,946	D
Common Stock(1)	10/27/2025		S		17,167	D	$225.39(4)	4,124,779	D
Common Stock(1)	10/27/2025		S		21,429	D	$226.43(5)	4,103,350	D
Common Stock(1)	10/27/2025		S		2,122	D	$227.42(6)	4,101,228	D
Common Stock(1)	10/27/2025		S		12,674	D	$224.56(7)	4,088,554	D
Common Stock(1)	10/27/2025		S		15,837	D	$225.43(8)	4,072,717	D
Common Stock(1)	10/27/2025		S		19,466	D	$226.43(9)	4,053,251	D
Common Stock(1)	10/27/2025		S		2,023	D	$227.42(10)	4,051,228	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
Stock Options	$63.73	10/27/2025		M			53,486	02/15/2019	02/03/2026	Common Stock	53,486	$0	53,487	D

Explanation of Responses:

1. This transaction was executed pursuant to a trading plan entered into by the reporting person on May 13, 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 Dividend Reinvestment Plan since the last reported transaction.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.90 to $224.89. Information regarding the number of shares sold at each price will be provided upon request.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $224.91 to $225.88. Information regarding the number of shares sold at each price will be provided upon request.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $225.92 to $226.91. Information regarding the number of shares sold at each price will be provided upon request.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $227.00 to $227.59. Information regarding the number of shares sold at each price will be provided upon request.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.93 to $224.91. Information regarding the number of shares sold at each price will be provided upon request.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $224.93 to $225.92. Information regarding the number of shares sold at each price will be provided upon request.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $225.93 to $226.91. Information regarding the number of shares sold at each price will be provided upon request.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $227.00 to $227.59. Information regarding the number of shares sold at each price will be provided upon request.

Remarks:

	/s/ Blaise F. Brennan (POA on file)	10/29/2025
	** Signature of Reporting Person	Date
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