[Form 4] Capital One Financial Insider Trading Activity

Rhea-AI Filing Summary

Q2 FY25 snapshot (ended 27-Jun-25):

• Total revenue $78.9 m (+1.6 % YoY); revenue-before-reimb. $77.6 m (+2.3 %).
• Operating income fell 63 % to $4.6 m; net income collapsed 81 % to $1.7 m, diluted EPS $0.06 vs $0.31.
• Gross margin compressed to 35 % as non-cash stock-based comp soared to $9.7 m (prior-year $2.9 m) due to new market-price awards and LeewayHertz earn-outs.
• Segment mix: Global S&BT $44.2 m (+4.6 %), SAP Solutions $13.9 m (+12.5 %), Oracle Solutions $20.8 m (-9.7 %).
• H1 operating cash flow $9.8 m (-40 %); cash balance $10.1 m (-38 % YTD) after $10 m revolver draw, pushing debt to $22.8 m.
• Capital deployment: $10.5 m share buybacks (382 k shs), $6.6 m dividends; repurchase authorization lifted to $30 m.
• Acquisitions: Spend Matters assets ($0.8 m) added $2.0 m intangibles; leverage of FY24 LeewayHertz AI deal takes goodwill to $91.1 m.
• Future: Q3 restructuring charge $1.5-2.0 m aligned with Gen-AI strategy.

Company remains covenant-compliant on $100 m revolver; liquidity tightens but platform and AI moves aim at long-term growth.

Positive

• Revenue resilience: total revenue up 1.6 % YoY despite mixed IT-services market.
• SAP & Global S&BT growth: double-digit SAP and mid-single-digit consulting gains indicate traction in AI-led and transformation offerings.
• Expanded buyback capacity: board boosted repurchase authorization to $30 m, signalling confidence.
• Covenant headroom: company remains compliant on $100 m revolver with net debt still moderate.

Negative

• Profit collapse: net income down 81 %; diluted EPS fell to $0.06.
• Margin pressure: surge in stock-based compensation and SG&A slashed operating margin from 16 % to 6 %.
• Liquidity decline: cash dropped 38 % YTD while debt almost doubled to $22.8 m.
• Oracle Solutions weakness: segment revenue fell 9.7 %, signalling client decision delays.
• Upcoming restructuring: expected $1.5-2.0 m charge will further dent H2 earnings.

Insights

Financial Analyst

TL;DR – Earnings down sharply; cash squeezed; AI bets increase risk-reward.

The 2 % revenue uptick masks severe margin erosion driven by unusually high $19 m YTD stock-comp and integration costs. Net leverage is still modest, yet cash coverage has thinned to 0.4× quarterly SG&A, limiting flexibility while buybacks and dividends continue. Segment data show solid demand for S&BT and SAP work, but Oracle slowdown and forthcoming restructuring create uncertainty. Unless AI-led wins materialise, FY25 EPS guidance (not supplied here) is likely to reset lower. Overall tone: negative.

Industry Specialist – IT Consulting

TL;DR – Strategic pivot to Gen AI intact; near-term profitability sacrificed.

Hackett is doubling down on Gen AI by integrating LeewayHertz’s ZBrain and purchasing Spend Matters data assets. These moves strengthen IP and could raise price-per-engagement, but they also inflate compensation and integration overheads, compressing margin to 5.8 %. Client mix still U.S.-centric (79 % revenue). Upcoming $1.5-2 m severance should streamline delivery once AI platforms scale. Investors must weigh short-term earnings pain against differentiated AI value proposition.

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).

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^*

Zamsky Michael

(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)
	Chief Credit & Fin'l Risk Off.

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2025

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	05/18/2025		L(1)		10	A	$0	32,879	D
Common Stock	08/04/2025		S		5,515	D	$209.59	27,364	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. The reported transaction represents the acquisition of 10 shares in connection with the issuer's acquisition of Discover Financial Services ("Discover") on May 18, 2025. Pursuant to the merger agreement, each issued and outstanding share of Discover common stock held by the reporting person was converted into the right to receive 1.0192 shares of Capital One common stock. All fractional share holdings were paid in cash. The acquisition of these shares was exempt from prior reporting under Rule 16a-6.

Remarks:

	/s/ Blaise F. Brennan (POA on file)	08/06/2025
	** 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.

FAQ

How did HCKT's Q2 2025 revenue compare to last year?

Q2 revenue was $78.9 million, up 1.6 % from $77.7 million in Q2 2024.

Why did Hackett Group's net income fall in Q2 2025?

Higher stock-based compensation ($9.7 m vs $2.9 m) and integration costs drove margins lower, cutting net income to $1.7 m.

What is Hackett Group's current debt level?

Long-term debt rose to $22.8 million after a $10 million revolver draw; facility capacity is $100 million.

How much stock did HCKT repurchase in 1H 2025?

The company bought back 382,000 shares for $10.5 million and now has $30 million authorized for future buybacks.

What acquisitions affected the quarter?

Hackett closed a $0.8 million asset purchase of Spend Matters and continued integrating the 2024 LeewayHertz AI deal.

Are additional charges expected in 2025?

Management plans $1.5–2.0 million in Q3 restructuring costs linked to its Gen AI transition.