[Form 4] Capital One Financial Insider Trading Activity

Rhea-AI Filing Summary

Matthew W. Cooper, General Counsel and Corporate Secretary of Capital One Financial Corp (COF), reported a sale of 2,000 shares of common stock on 09/02/2025 at a price of $223.4 per share. After the sale he beneficially owned 100,486 shares, held directly. The filing notes the sale was executed pursuant to a 10b5-1 trading plan established on January 23, 2025, indicating the transaction was prearranged under an affirmative defense plan. The Form 4 was signed by a power of attorney on 09/03/2025.

Positive

• Sale executed under a Rule 10b5-1 trading plan, indicating the transaction was prearranged
• Reporting person retains 100,486 shares after the transaction, showing continued direct ownership

Negative

• Disposition of 2,000 shares (Sale code S) at $223.4 per share was reported
• Form reflects an insider sale, which reduces the reporting person's direct holdings by the amount sold

Insights

Securities Compliance Analyst

TL;DR Insider sold a small block under a pre-established 10b5-1 plan; transaction appears routine and procedural.

The sale of 2,000 shares at $223.4 was disclosed on Form 4 and explicitly tied to a 10b5-1 trading plan dated January 23, 2025. That context reduces concerns about opportunistic timing. The reporting person retains 100,486 shares directly, which remains a substantial ownership position in absolute terms. There is no indication in the filing of any derivative transactions, amendments, or other linked events.

Corporate Governance Expert

TL;DR Transaction is a routine insider disposition executed under a documented plan; limited governance implications.

The Form 4 discloses a straightforward disposal of common stock by an officer who is General Counsel and Corporate Secretary. Because the transaction was made pursuant to a Rule 10b5-1 plan and the filing shows direct ownership after the sale, this report aligns with standard governance practices for scheduled insider transactions. No material governance or control changes are evident from the filing.

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^*

Cooper Matthew W

(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)
	General Counsel & Corp Secy

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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)	09/02/2025		S		2,000	D	$223.4	100,486	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 January 23, 2025, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

Remarks:

	/s/ Blaise F. Brennan (POA on file)	09/03/2025
	** 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 insider transaction did COF reporting person Matthew W. Cooper make?

He sold 2,000 shares of Capital One common stock on 09/02/2025 at $223.4 per share.

Was the sale by the COF reporting person part of a trading plan?

Yes. The Form 4 states the transaction was executed pursuant to a 10b5-1 trading plan entered on January 23, 2025.

How many COF shares did the reporting person own after the reported sale?

After the sale the reporting person beneficially owned 100,486 shares, held directly.

Who signed the Form 4 for this COF filing?

The filing was signed by Blaise F. Brennan (power of attorney on file) on 09/03/2025.

Does the Form 4 show any derivative transactions for COF by this reporting person?

No. Table II for derivative securities contains no reported transactions in this filing.