Capital One CEO Richard Fairbank Files Form 144 to Sell $18.4M in Common Stock

Executive Summary

On October 27, 2026, Richard D. Fairbank, Chief Executive Officer and Chairman of Capital One Financial Corp ($COF), filed SEC Form 144 indicating an intent to sell 90,743 shares of common stock through Morgan Stanley Smith Barney LLC with an estimated aggregate market value of approximately $18.41 million.

Transaction Breakdown

• Securities to be Sold: 90,743 Common Shares
  • 40,743 shares acquired via Stock Option Exercise on 10/27/2026.
  • 40,920 shares acquired via Option Exercise on 07/27/2021.
  • 9,080 shares acquired via Performance Shares on 03/10/2025.
• Aggregate Market Value: $18,407,809.46
• Implied Share Price: ~$202.86
• Shares Outstanding: 613,484,836 (proposed sale represents ~0.015% of outstanding shares)
• Rule 10b5-1 Trading Plan: The proposed sale is executed pursuant to a pre-arranged Rule 10b5-1 trading plan adopted on May 13, 2025.

Context & Market Significance

While the total dollar figure of ~$18.41M is substantial, the trading significance is categorized as Medium because:

1. The sale represents a tiny fraction (~0.015%) of Capital One's total common shares outstanding.
2. The transactions are conducted under a pre-established Rule 10b5-1 trading plan established more than a year prior (May 2025), mitigating concerns of opportunistic insider selling based on material non-public information.
3. A significant portion of the shares (40,743) stems from same-day stock option exercises.