CAPITAL ONE FINANCIAL CORP
For the period ended Sep 30, 2026. Filed Nov 3, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 3, 2026
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Item 5. Other Information
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the three months ended September 30, 2026, certain of our directors and officers adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K as follows:
Peter E. Raskind, ourlead independent director, entered into a pre-arranged stock trading plan on July 23, 2026. Mr. Raskind’s plan provides for the associated sale of up to 2,941 shares of Capital One common stock in amounts and prices set forth in the plan and terminates on the earlier of the date all shares under the plan are sold and May 10, 2027.
The trading plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and Capital One’s policies regarding transactions in its securities.
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Disclosure Pursuant to Section 13(r) of the Exchange Act
Pursuant to Section 13(r) of the Exchange Act, Capital One is required to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with individuals or entities designated pursuant to certain Executive Orders. Disclosure may be required even where the activities, transactions or dealings were conducted in compliance with applicable law. Except as set forth below, as of the date of this Quarterly Report on Form 10-Q, Capital One is not aware of any other activity, transaction or dealing by any of its affiliates during the quarter ended September 30, 2026 that requires disclosure under Section 13(r) of the Exchange Act.
During the quarter ended September 30, 2026, in compliance with the applicable law, Capital One and its affiliates processed eight authorized payments, which totaled $763,713, pursuant to general or specific licenses issued by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) regarding the provision of legal services for or on behalf of persons designated pursuant to Executive Order 13224.
These transactions resulted in de minimis gross revenues and net profits in the quarter ended September 30, 2026, which were negligible relative to the overall revenues and profits of Capital One. Capital One may in the future engage in similar transactions for its clients to the extent permitted by U.S. law.
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