Capital One CFO reports tax-share dispositions

Capital One Financial Chief Financial Officer Andrew M. Young reported three Form 4 transactions where the company automatically withheld common shares on February 15, 2026 to cover his tax obligations from vesting restricted stock units at $207.37 per share.

Rhea-AI Filing Summary

Capital One Financial Chief Financial Officer Andrew M. Young reported three Form 4 transactions where the company automatically withheld common shares on February 15, 2026 to cover his tax obligations from vesting restricted stock units at $207.37 per share. After these tax-withholding dispositions, he directly held 54,911 common shares and indirectly held 59 shares through a child.

Insider Trade Summary

Exercise Price or Tax Liability: 3,188 shares

Exercise Price or Tax Liability 4 txns

Insider Young Andrew M

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	1,036	$207.37	$215K
Exercise Price or Tax Liability	Common Stock	1,175	$207.37	$244K
Exercise Price or Tax Liability	Common Stock	977	$207.37	$203K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 54,911 shares (Direct); Common Stock — 59 shares (Indirect, By Child)

Footnotes (3)

1. F1. Represents the automatic withholding by the issuer to satisfy the reporting person's tax obligation associated with the vesting of restricted stock units granted on January 26, 2023. This is authorized in the applicable restricted stock award agreement.
2. F2. Represents the automatic withholding by the issuer to satisfy the reporting person's tax obligation associated with the vesting of restricted stock units granted on February 1, 2024. This is authorized in the applicable restricted stock award agreement.
3. F3. Represents the automatic withholding by the issuer to satisfy the reporting person's tax obligation associated with the vesting of restricted stock units granted on February 4, 2025. This is authorized in the applicable restricted stock award agreement.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Capital One (COF) disclose for Andrew M. Young?

Capital One disclosed that Chief Financial Officer Andrew M. Young had three automatic share dispositions. These involved common stock withheld by the company to satisfy tax obligations tied to vesting restricted stock units, rather than discretionary open-market buying or selling by the executive.

Was the Capital One (COF) CFO’s Form 4 transaction a tax withholding event?

Yes, the Form 4 shows tax-withholding dispositions of Capital One common stock. Footnotes state the issuer automatically withheld shares to cover Andrew M. Young’s tax obligations from restricted stock units vesting under award agreements dated 2023, 2024, and 2025.

At what price were the Capital One (COF) shares withheld for the CFO’s taxes?

The reported tax-withholding dispositions used a price of $207.37 per share for Capital One common stock. This price applied to each of the three automatic withholding transactions associated with the vesting of restricted stock units on February 15, 2026.

How many Capital One (COF) shares does the CFO hold after the reported transactions?

After the tax-withholding dispositions, Andrew M. Young directly held 54,911 shares of Capital One common stock. The filing also shows 59 additional shares held indirectly, listed as owned "By Child," reflecting a small indirect ownership position.

What do the footnotes explain in the Capital One (COF) CFO’s Form 4?

The footnotes explain that each disposition represents automatic share withholding by Capital One. These withholdings satisfied Andrew M. Young’s tax obligations tied to restricted stock units granted in 2023, 2024, and 2025 when those awards vested on February 15, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/18/2026 - 05:05 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Young Andrew M

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

4. If Amendment, Date of 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

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	02/15/2026		F(1)		1,036	D	$207.37	57,063	D
Common Stock	02/15/2026		F(2)		1,175	D	$207.37	55,888	D
Common Stock	02/15/2026		F(3)		977	D	$207.37	54,911	D
Common Stock								59	I	By Child

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

Explanation of Responses:

1. Represents the automatic withholding by the issuer to satisfy the reporting person's tax obligation associated with the vesting of restricted stock units granted on January 26, 2023. This is authorized in the applicable restricted stock award agreement.

2. Represents the automatic withholding by the issuer to satisfy the reporting person's tax obligation associated with the vesting of restricted stock units granted on February 1, 2024. This is authorized in the applicable restricted stock award agreement.

3. Represents the automatic withholding by the issuer to satisfy the reporting person's tax obligation associated with the vesting of restricted stock units granted on February 4, 2025. This is authorized in the applicable restricted stock award agreement.

Remarks:

	/s/ Blaise F. Brennan (POA on file)	02/18/2026
	** 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.
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