[Form 4] Capital One Financial Insider Trading Activity

Rhea-AI Filing Summary

Capital One insider sale by Timothy P. Golden. The company's SVP and Chief Accounting Officer sold 207 shares of Capital One Financial Corp (COF) on 08/19/2025 under a Rule 10b5-1 trading plan dated May 13, 2025. The reported weighted-average price was $215.41, with individual trade prices ranging from $215.41 to $215.56. After the sale, the reporting person beneficially owned 8,780 shares directly. The Form 4 was signed by a power of attorney, Blaise F. Brennan, on 08/20/2025.

Positive

• Transaction executed under a Rule 10b5-1 trading plan, indicating pre-planned, documented compliance with insider-trading rules
• Reporting person retains direct ownership of 8,780 shares after the sale

Negative

• Insider disposed of shares (207 shares sold), which may be perceived negatively by some investors despite being pre-planned

Insights

Financial Analyst

TL;DR: A routine, small-volume insider sale executed under a 10b5-1 plan; unlikely to change investor valuation materially.

The sale of 207 shares at a weighted-average price of $215.41 represents a minor disposal relative to typical institutional volumes and follows a pre-established trading plan dated May 13, 2025, which provides an affirmative defense under Rule 10b5-1. The filing shows continued direct ownership of 8,780 shares, indicating the reporting person retains exposure to the issuer. No derivative transactions or other material changes were disclosed.

Corporate Governance Expert

TL;DR: Governance processes appear followed: sale was pre-planned and executed under a 10b5-1 plan with POA signature.

The Form 4 discloses the use of a written 10b5-1 trading plan established May 13, 2025, and the transaction was attested via power of attorney on 08/20/2025. These elements align with standard governance practices for insider transactions, improving transparency. There is no indication of policy breaches or unusual timing within the filing itself.

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^*

Golden Timothy P

(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)
	SVP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025

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)	08/19/2025		S		207	D	$215.41(2)	8,780	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 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 $215.41 to $215.56. Information regarding the number of shares sold at each price will be provided upon request.

Remarks:

	/s/ Blaise F. Brennan (POA on file)	08/20/2025
	** 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

What did Timothy P. Golden disclose in the COF Form 4?

He reported a sale of 207 shares of Capital One Financial Corp on 08/19/2025 under a Rule 10b5-1 plan and retains 8,780 shares.

Was the insider sale part of a 10b5-1 plan for COF?

Yes. The filing states the transaction was executed pursuant to a trading plan entered into on May 13, 2025 under Rule 10b5-1.

What price was reported for the COF shares sold?

The Form 4 reports a weighted-average price of $215.41, with individual trade prices ranging from $215.41 to $215.56.

Who signed the Form 4 for the reporting person?

The Form 4 was signed by Blaise F. Brennan as power of attorney on 08/20/2025.

Did the Form 4 disclose any derivative transactions for COF?

No. Table II for derivative securities shows no entries; only a non-derivative sale of common stock is reported.