[Form 4] Capital One Financial Insider Trading Activity

Rhea-AI Filing Summary

Capital One Financial (COF) Chief Information Officer Robert M. Alexander reported the sale of 10,114 common shares on 07/23/2025 at $227.86 per share, totaling roughly $2.3 million in proceeds. The sale was executed under a Rule 10b5-1 plan adopted 02/14/2025, indicating it was pre-scheduled rather than discretionary.

After the transaction, Alexander’s direct holdings declined to 68,707 shares; he also retains 100 shares indirectly through The Alexander Fund and 2 shares in a UGMA account. No derivative securities were bought or sold. While the filing does not affect Capital One’s operations or guidance, investors often watch insider sales for sentiment signals. Alexander continues to hold a significant equity stake, maintaining alignment with shareholder interests.

Positive

• None.

Negative

• CIO sold 10,114 shares (~$2.3 M), which some investors may interpret as a mild negative insider sentiment signal despite the 10b5-1 plan.

Insights

Securities Analyst

TL;DR: Pre-planned insider sale; modest size versus total stake; neutral market impact.

The CIO’s 10,114-share sale (~$2.3 M) represents a small fraction of Capital One’s daily volume and about 13% of his directly held shares. Because it was executed under a 10b5-1 plan, it does not necessarily signal negative insider sentiment. Alexander still owns 68,707 shares, preserving meaningful exposure. From a trading perspective, the event is unlikely to exert significant price pressure or alter the fundamental outlook for COF.

Corporate Governance Expert

TL;DR: Routine Rule 10b5-1 sale; no governance red flags.

The filing demonstrates compliance with Section 16 reporting and the use of a 10b5-1 plan, which enhances transparency and reduces the risk of insider-trading allegations. No derivatives or complex structures were involved, and Alexander’s continued sizable ownership suggests ongoing alignment with shareholders. Governance risk remains unchanged.

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

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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).

1. Name and Address of Reporting Person^*

Alexander Robert M.

(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 Information Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2025

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)	07/23/2025		S		10,114	D	$227.86	68,707	D
Common Stock								100	I	The Alexander Fund
Common Stock								2	I	Robert M. Alexander UGMA

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 February 14, 2025, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

Remarks:

	/s/ Blaise F. Brennan (POA on file)	07/25/2025
	** 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 many Capital One (COF) shares did the CIO sell?

Robert M. Alexander sold 10,114 common shares on 07/23/2025.

What was the average sale price for the COF shares?

The shares were sold at an average price of $227.86.

How many COF shares does Alexander still own after the transaction?

He now holds 68,707 shares directly and 102 shares indirectly (100 via The Alexander Fund, 2 via UGMA).

Was the sale conducted under a Rule 10b5-1 trading plan?

Yes. The plan was adopted on 02/14/2025, indicating the sale was pre-scheduled.

Did the filing report any derivative security transactions?

No derivative securities were acquired or disposed of in this Form 4.