Item 5. Other Information
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Item 5. Other Information
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the three months ended June 30, 2025, certain of our directors and officers adopted or terminated 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:
Timothy P. Golden, our Chief Accounting Officer, entered into a pre-arranged stock trading plan on May 13, 2025. Mr. Golden’s plan provides for the associated sale of up to 3,669.292 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 13, 2026.
Richard D. Fairbank, our Chair and Chief Executive Officer, entered into a pre-arranged stock trading plan on May 13, 2025. Mr. Fairbank’s plan provides for the potential exercise of vested stock options and the associated sale of up to 388,459 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 February 2, 2027.
Each of the trading plans 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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