Capital One (COF) officer discloses 2,014 RSUs vesting and 32,479 shares

Rhea-AI Filing Summary

Capital One Financial Corp. executive Pres.- Global Payment Network reported the vesting of restricted stock units and related common stock acquisition. On 08/01/2025, 2,014 restricted stock units converted into an equal number of shares of common stock at an exercise price of $0, coded as an "M" transaction. Following this event, the reporting person beneficially owned 32,479 shares of Capital One common stock directly.

The amended report explains that an earlier submission filed on August 5, 2025 omitted the RSU vesting. The filing also notes that the restricted stock units vest in two equal annual installments beginning 08/01/2025, have no expiration date, and that 26,759 RSUs remain beneficially owned after the reported transaction.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hanson Jason P.

(Last) (First) (Middle)

1680 CAPITAL ONE DRIVE

(Street)

MCLEAN VA 22102

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CAPITAL ONE FINANCIAL CORP [ COF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Pres.- Global Payment Network

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/05/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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(1)	08/01/2025		M		2,014	A	(2)	32,479	D

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 Securities Underlying Derivative Security (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: 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
Restricted Stock Units(1)	$0(2)	08/01/2025		M			2,014	(3)	(3)	Common Stock	2,014	$0	26,759	D

Explanation of Responses:

1. On August 5, 2025, the reporting person filed a Form 4 following the vesting of restricted stock units and the automatic withholding by the issuer to satisfy the reporting person's tax obligation. The original filing inadvertently omitted reporting the vesting of the restricted stock units.

2. Restricted stock units convert into common stock on a one-for-one basis.

3. The restricted stock units ("RSUs") vest in two equal annual installments beginning 08/01/2025. The RSUs have no expiration date.

Remarks:

	/s/ Blaise F. Brennan (POA on file)	12/31/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Capital One (COF) report in this Form 4/A?

The report shows that on 08/01/2025, a Capital One Pres.- Global Payment Network had 2,014 restricted stock units convert into an equal number of common shares at an exercise price of $0, coded as an "M" transaction.

How many Capital One (COF) shares does the reporting person own after this transaction?

After the reported RSU vesting and share acquisition, the reporting person beneficially owned 32,479 shares of Capital One common stock directly.

How many Capital One (COF) restricted stock units remain after the vesting?

Following the transaction, the reporting person beneficially owned 26,759 restricted stock units.

What is the vesting schedule for the Capital One (COF) restricted stock units?

The restricted stock units vest in two equal annual installments beginning on 08/01/2025, and they have no expiration date.

Why was this Capital One (COF) insider report filed as an amendment?

The report states that an earlier submission filed on August 5, 2025 omitted the vesting of the restricted stock units and the related automatic share withholding for tax obligations, so this filing corrects that omission.

What is the relationship of the reporting person to Capital One (COF)?

The reporting person is an officer of Capital One Financial Corp., with the title Pres.- Global Payment Network, and the form is filed by one reporting person.