Item 5. Other Information
2K characters. Original on sec.gov ·
Item 5. Other Information
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the three months ended March 31, 2026, 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:
Matthew W. Cooper, our General Counsel and Corporate Secretary; President, Discover Integration, entered into a pre-arranged stock trading plan on January 26, 2026. Mr. Cooper’s plan provides for the associated sale of up to 21,000 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 October 8, 2027.
Kaitlin Haggerty, our Chief Human Resources Officer, entered into a pre-arranged stock trading plan on February 6, 2026. Ms. Haggerty’s plan provides for the associated sale of up to 8,427.971 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 January 26, 2027.
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Ann Fritz Hackett, our lead independent director, entered into a pre-arranged stock trading plan on January 28, 2026. Ms. Hackett’s plan provides for the associated sale of up to 33,382 shares of Capital One common stock plus related dividend-equivalent shares earned with respect to such shares 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 November 12, 2026.
Sanjiv Yajnik, our President, Financial Services, entered into a pre-arranged stock trading plan on February 2, 2026. Mr. Yajnik’s plan provides for the associated sale of up to 55,949.997 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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