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[Form 4] CAPITAL ONE FINANCIAL CORP Insider Trading Activity

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

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.

Positive

  • None.

Negative

  • None.
Insider FAIRBANK RICHARD D
Role Chairman and CEO
Sold 103,486 shs ($23.35M)
Type Security Shares Price Value
Exercise Stock Options 53,486 $0.00 --
Exercise Common Stock 53,486 $63.73 $3.41M
Sale Common Stock 12,768 $224.53 $2.87M
Sale Common Stock 17,167 $225.39 $3.87M
Sale Common Stock 21,429 $226.43 $4.85M
Sale Common Stock 2,122 $227.42 $483K
Sale Common Stock 12,674 $224.56 $2.85M
Sale Common Stock 15,837 $225.43 $3.57M
Sale Common Stock 19,466 $226.43 $4.41M
Sale Common Stock 2,023 $227.42 $460K
Holdings After Transaction: Stock Options — 53,487 shares (Direct); Common Stock — 4,154,714 shares (Direct)
Footnotes (1)
  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. Includes shares acquired by the reporting person through the Company's Dividend Reinvestment Plan since the last reported transaction. 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. 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. 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. 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. 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. 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. 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. 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.
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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*
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
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.

Source: View Original Filing on SEC EDGAR