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  4. [Form 4] CAPITAL ONE FINANCIAL CORP Insider Trading Activity

COF insider trades under 10b5-1: options exercised, sales reported

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

Rhea-AI Filing Summary

Capital One Financial (COF) reported insider activity by a director and officer (Chairman and CEO). On 11/04/2025, the insider exercised 53,487 stock options at an exercise price of $63.73 and executed multiple open‑market sales the same day at weighted average prices across disclosed ranges.

The sales were executed under a Rule 10b5‑1 trading plan entered on May 13, 2025. Following these transactions, the insider beneficially owned 4,001,228 shares directly. The exercised options were originally exercisable since 02/15/2019 and carry an expiration date of 02/03/2026. Reported sale price ranges spanned from $217.56 to $221.94, with line‑item weighted averages disclosed.

Positive

  • None.

Negative

  • None.
Insider FAIRBANK RICHARD D
Role Chairman and CEO
Sold 103,487 shs ($22.84M)
Type Security Shares Price Value
Exercise Stock Options 53,487 $0.00 --
Exercise Common Stock 53,487 $63.73 $3.41M
Sale Common Stock 2,100 $218.07 $458K
Sale Common Stock 6,102 $219.07 $1.34M
Sale Common Stock 5,679 $220.23 $1.25M
Sale Common Stock 34,437 $221.04 $7.61M
Sale Common Stock 5,169 $221.75 $1.15M
Sale Common Stock 3,881 $218.47 $848K
Sale Common Stock 4,389 $219.31 $963K
Sale Common Stock 16,347 $220.65 $3.61M
Sale Common Stock 25,383 $221.29 $5.62M
Holdings After Transaction: Stock Options — 0 shares (Direct); Common Stock — 4,104,715 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.56 to $218.55. 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 $218.56 to $219.47. 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 $219.56 to $220.49. 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 $220.60 to $221.54. 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 $221.60 to $221.94. 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 $217.89 to $218.87. 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 $218.89 to $219.77. 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 $219.95 to $220.94. 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 $220.97 to $221.94. 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)
11/04/2025
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) 11/04/2025 M 53,487 A $63.73 4,104,715 D
Common Stock(1) 11/04/2025 S 2,100 D $218.07 4,102,615(2) D
Common Stock(1) 11/04/2025 S 6,102 D $219.07 4,096,513(3) D
Common Stock(1) 11/04/2025 S 5,679 D $220.23 4,090,834(4) D
Common Stock(1) 11/04/2025 S 34,437 D $221.04 4,056,397(5) D
Common Stock(1) 11/04/2025 S 5,169 D $221.75 4,051,228(6) D
Common Stock(1) 11/04/2025 S 3,881 D $218.47 4,047,347(7) D
Common Stock(1) 11/04/2025 S 4,389 D $219.31 4,042,958(8) D
Common Stock(1) 11/04/2025 S 16,347 D $220.65 4,026,611(9) D
Common Stock(1) 11/04/2025 S 25,383 D $221.29 4,001,228(10) 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 11/04/2025 M 53,487 02/15/2019 02/03/2026 Common Stock 53,487 $0 0 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.56 to $218.55. Information regarding the number of shares sold at each price will be provided upon request.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $218.56 to $219.47. 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 $219.56 to $220.49. 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 $220.60 to $221.54. 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 $221.60 to $221.94. 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 $217.89 to $218.87. 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 $218.89 to $219.77. 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 $219.95 to $220.94. 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 $220.97 to $221.94. Information regarding the number of shares sold at each price will be provided upon request.
Remarks:
/s/ Blaise F. Brennan (POA on file) 11/06/2025
** 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

FAQ

What insider transaction did COF report on this Form 4?

An insider who is Chairman and CEO exercised 53,487 stock options at $63.73 and sold shares in multiple trades on 11/04/2025.

Was the COF insider trading under a Rule 10b5-1 plan?

Yes. The filing states the trades were executed under a Rule 10b5-1 plan entered on May 13, 2025.

How many COF shares does the insider own after these transactions?

The insider beneficially owned 4,001,228 shares directly after the reported transactions.

What were the sale price ranges for the COF stock sold?

Weighted average sale prices were reported within ranges from $217.56 to $221.94, with details available upon request.

What are the key terms of the exercised COF options?

The options had an exercise price of $63.73, were exercisable since 02/15/2019, and have an expiration date of 02/03/2026.

What is the transaction date shown in the COF Form 4?

The earliest transaction date is 11/04/2025.