Capital One Financial Corporation Chairman and CEO Richard D. Fairbank filed a Form 144 notice on October 27, 2026, disclosing a proposed sale of 90,743 shares of Capital One common stock with an aggregate market value of $18,407,809.46.

Key Highlights

  • Proposed sale size: 90,743 shares of Capital One Financial Corporation common stock, with an aggregate market value of $18,407,809.46.
  • Seller relationship: Richard D. Fairbank is identified in the filing as both an Officer and Director of Capital One Financial Corporation.
  • Broker named: Morgan Stanley Smith Barney LLC Executive Financial Services, 1 New York Plaza, 8th Floor, New York, NY 10004, is listed as the broker for the proposed sale.
  • Approximate sale date: October 27, 2026, on the NYSE.
  • Rule 10b5-1 plan: The filing indicates a plan adoption or instruction date of May 13, 2025.
  • Shares outstanding: 613,484,836 shares of common stock were listed as outstanding at the time of filing.
  • Prior 3-month sale disclosed: Georgetown University sold 975 shares on July 29, 2026, for gross proceeds of $206,884.83, following a donation from the Fairbank Foundation.

Acquisition History and Prior Sales Disclosed by Fairbank's Form 144

According to the filing, the 90,743 shares proposed for sale were acquired through three separate transactions. A stock option exercise on October 27, 2026, accounted for 40,743 shares acquired from the issuer, with cash payment on the same date. An additional 40,920 shares were acquired on July 27, 2021, through exercised shares from the issuer, also paid in cash. The remaining 9,080 shares were received as performance shares from the issuer on March 10, 2025, with payment listed as "Not Applicable."

The filing also discloses a sale from the prior three-month period that is required to be reported under Rule 144's aggregation provisions. Georgetown University sold 975 shares of Capital One common stock on July 29, 2026, generating gross proceeds of $206,884.83. The filing's remarks section explains that "Richard Fairbank, who had beneficial ownership under Section 13 of certain shares of common stock donated to, and held by the Fairbank Foundation, donated via the Fairbank Foundation, 975 shares to Georgetown University on July 23, 2026, which were subsequently sold by Georgetown University on the date and quantity stated herein."

The Form 144 was filed with the SEC on October 27, 2026, under SEC File Number 001-13300. Capital One Financial Corporation (NYSE:COF) is headquartered at 1680 Capital One Drive, McLean, Virginia 22102. The filing was signed by Richard D. Fairbank, and by signing, he represented that he "does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed," as stated in the notice's attestation language.

What Was Disclosed

Richard D. Fairbank, Officer and Director of Capital One Financial Corporation, filed a Form 144 notice proposing to sell 90,743 shares valued at approximately $18,407,809.46, under a Rule 10b5-1 plan adopted on May 13, 2025, with Morgan Stanley Smith Barney LLC named as broker.