Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * FAIRBANK RICHARD D 2. Issuer Name and Ticker or Trading Symbol CAPITAL ONE FINANCIAL CORP [COF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) 1680 CAPITAL ONE DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 02/03/2026 (Street) MCLEAN, VA 22102 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/03/2026 M(1) 439 A $223.34 4,001,671(2) D Common Stock 02/03/2026 M(1) 202 A $223.34 4,001,873 D Common Stock 02/03/2026 M(3) 271 A $223.34 4,002,144 D Common Stock 02/03/2026 M(3) 136 A $223.34 4,002,280 D Common Stock 02/03/2026 F(1) 439 D $223.34 4,001,841 D Common Stock 02/03/2026 F(1) 202 D $223.34 4,001,639 D Common Stock 02/03/2026 F(3) 271 D $223.34 4,001,368 D Common Stock 02/03/2026 F(3) 136 D $223.34 4,001,232 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

2024 Restricted Stock Units(4)

$ 0 (1)

02/03/2026

M(1)

439

02/15/2027

02/15/2027

Common Stock

439

$ 0

34,111

D

Restricted Stock Units(5)

$ 0 (1)

02/03/2026

M(1)

202

02/15/2027

02/15/2027

Common Stock

202

$ 0

18,176

D

2025 Restricted Stock Units(6)

$ 0 (3)

02/03/2026

M(3)

271

02/15/2028

02/15/2028

Common Stock

271

$ 0

24,715

D

Restricted Stock Units(7)

$ 0 (3)

02/03/2026

M(3)

136

02/15/2028

02/15/2028

Common Stock

136

$ 0

12,357

D

Restricted Stock Units(8)

$ 0 (9)

02/03/2026

A

26,865

02/15/2029

02/15/2029

Common Stock

26,865

$ 0

26,865

D

Restricted Stock Units(10)

$ 0 (9)

02/03/2026

A

11,194

02/15/2029

02/15/2029

Common Stock

11,194

$ 0

11,194

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FAIRBANK RICHARD D 1680 CAPITAL ONE DRIVE MCLEAN, VA 22102	X		Chairman and CEO

Signatures

/s/ Blaise F. Brennan (POA on file)		02/05/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents the automatic withholding of restricted stock units granted in February 2024 which settled in cash based on fair market value on February 3, 2026, the date on which vesting was accelerated to satisfy the reporting person's tax liability. This is authorized in the applicable restricted stock unit award agreement.
(2)	Includes shares acquired by the reporting person through the Company's Dividend Reinvestment Plan since the last reported transaction.
(3)	Represents the automatic withholding of restricted stock units granted in February 2025 which settled in cash based on fair market value on February 3, 2026, the date on which vesting was accelerated to satisfy the reporting person's tax liability. This is authorized in the applicable restricted stock unit award agreement.
(4)	Represents restricted stock units granted February 1, 2024 for performance year 2023.
(5)	Represents restricted stock units granted February 1, 2024 for performance year 2024
(6)	Represents restricted stock units granted February 4, 2025 for performance year 2024.
(7)	Represents restricted stock units granted February 4, 2025, for performance year 2025.
(8)	Represents restricted stock units granted February 3, 2026, for performance year 2025.
(9)	Each restricted stock unit will be settled in cash based on the Company's average fair market value of the underlying shares of common stock over the fifteen trading days preceding the vesting date.
(10)	Represents restricted stock units granted February 3, 2026, for performance year 2026.

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