Capital One (NYSE: COF) CRO reports share withholdings for RSU taxes

Rhea-AI Filing Summary

Capital One Financial Corp executive Kara West reported three tax-withholding dispositions of common stock related to vesting restricted stock units. On February 15, 2026, a total of several hundred shares were automatically withheld by the issuer at $207.37 per share to satisfy tax obligations on RSU grants from January 26, 2023, February 1, 2024, and February 4, 2025. After these non‑open‑market transactions, West continued to hold tens of thousands of Capital One shares directly.

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^*

West Kara

(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 Enterprise Risk 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)		616	D	$207.37	45,338	D
Common Stock	02/15/2026		F(2)		562	D	$207.37	44,776	D
Common Stock	02/15/2026		F(3)		578	D	$207.37	44,198	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

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.
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FAQ

What insider transaction did Capital One (COF) disclose for Kara West?

Capital One reported that Kara West had common stock withheld to cover taxes on restricted stock units. The issuer automatically withheld shares instead of a cash payment when RSUs vested under prior award agreements.

Was Kara West’s Capital One (COF) Form 4 a stock sale?

The Form 4 shows tax-withholding dispositions, not an open-market stock sale. Shares were automatically withheld by Capital One to satisfy West’s tax obligations upon vesting of restricted stock unit awards.

What price was used for Kara West’s COF tax-withholding transactions?

Each tax-withholding disposition used a price of $207.37 per Capital One common share. This price was applied to the automatically withheld shares used to satisfy Kara West’s vesting-related tax obligations.

How many Capital One (COF) Form 4 transactions were reported for Kara West?

Three separate non-derivative transactions were reported for Kara West. Each involved automatic withholding of Capital One common stock to cover taxes tied to different restricted stock unit grants as they vested.

What triggered the share withholding for Kara West’s COF restricted stock units?

The withholdings were triggered by the vesting of restricted stock units granted in 2023, 2024, and 2025. When each RSU grant vested, Capital One withheld shares automatically to pay the associated tax liabilities.

Does Kara West still hold Capital One (COF) shares after these Form 4 transactions?

Yes. After the tax-withholding dispositions, Kara West continued to directly own tens of thousands of Capital One common shares, reflecting ongoing equity exposure despite the automatic share withholdings.