Capital One (NYSE: COF) CEO receives stock awards; shares withheld for tax

Rhea-AI Filing Summary

Capital One Financial Corp Chairman and CEO Richard Fairbank reported stock-based compensation activity involving company common stock. On March 9, 2026, he received two performance-based stock awards of 55,638 and 66,901 shares, earned from prior performance share grants tied to multi‑year metrics and dividend accruals. On the same date, the company automatically withheld 25,093 and 30,173 shares at $185.73 per share to cover related tax obligations, a non‑market disposition method authorized in the award agreements. After these transactions, Fairbank directly owned 4,068,510 shares of Capital One common stock.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider FAIRBANK RICHARD D

Role Chairman and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	55,638	$0.00	--
Tax Withholding	Common Stock	25,093	$185.73	$4.66M
Grant/Award	Common Stock	66,901	$0.00	--
Tax Withholding	Common Stock	30,173	$185.73	$5.60M

Holdings After Transaction: Common Stock — 4,056,875 shares (Direct)

Footnotes (1)

1. These shares were earned pursuant to an award of performance shares granted on January 26, 2023, as amended on November 2, 2023, based on the Company's Common Dividends + Growth of Tangible Book Value per Share and Adjusted ROTCE against a peer group of companies over a three-year performance period. These shares represent the number of shares paid out based on actual performance plus the dividend shares accrued under the same grant. Includes shares acquired by the reporting person through the Company's Dividend Reinvestment Plan since the last reported transaction. These shares were automatically withheld by the Company to satisfy the reporting person's tax obligation associated with the settlement of the performance shares. This share withholding was authorized in the performance share award agreement. These shares were earned pursuant to an award of performance shares granted on January 26, 2023 , as amended on November 2, 2023, based on the Company's total shareholder return against a peer group of companies over a three-year performance period. These shares represent the number of shares paid out based on actual performance plus the dividend shares accrued under the same grant.

Form 4 Insider Transactions: What Each Field Means →

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
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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^*

FAIRBANK RICHARD D

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

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	03/09/2026		A(1)		55,638	A	$0	4,056,875(2)	D
Common Stock	03/09/2026		F(3)		25,093	D	$185.73	4,031,782	D
Common Stock	03/09/2026		A(4)		66,901	A	$0	4,098,683	D
Common Stock	03/09/2026		F(3)		30,173	D	$185.73	4,068,510	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. These shares were earned pursuant to an award of performance shares granted on January 26, 2023, as amended on November 2, 2023, based on the Company's Common Dividends + Growth of Tangible Book Value per Share and Adjusted ROTCE against a peer group of companies over a three-year performance period. These shares represent the number of shares paid out based on actual performance plus the dividend shares accrued under the same grant.

2. Includes shares acquired by the reporting person through the Company's Dividend Reinvestment Plan since the last reported transaction.

3. These shares were automatically withheld by the Company to satisfy the reporting person's tax obligation associated with the settlement of the performance shares. This share withholding was authorized in the performance share award agreement.

4. These shares were earned pursuant to an award of performance shares granted on January 26, 2023 , as amended on November 2, 2023, based on the Company's total shareholder return against a peer group of companies over a three-year performance period. These shares represent the number of shares paid out based on actual performance plus the dividend shares accrued under the same grant.

Remarks:

	/s/ Blaise F. Brennan (POA on file)	03/11/2026
	** 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).
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FAQ

What insider transactions did Capital One (COF) CEO Richard Fairbank report?

Richard Fairbank reported performance-based stock awards and related tax withholding. He received two grants of Capital One common stock on March 9, 2026, and the company automatically withheld a portion of those shares to satisfy associated tax obligations under the award terms.

How many Capital One (COF) shares were granted to the CEO in this Form 4?

The CEO received two performance-based grants totaling 122,539 Capital One common shares. These awards were earned from performance share grants originally made in January 2023 and later amended, based on multi‑year financial and shareholder‑return metrics plus accrued dividend shares.

Were the Capital One (COF) CEO share dispositions open-market sales?

No. The share dispositions were tax-withholding events, not open-market sales. Capital One automatically withheld 25,093 and 30,173 shares at $185.73 per share to cover the CEO’s tax liabilities tied to the settlement of the vested performance share awards.

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

The company withheld shares at a price of $185.73 per Capital One common share. These withholdings were used solely to satisfy tax obligations linked to the settlement of performance share awards, as authorized in the underlying award agreements.

How many Capital One (COF) shares does CEO Richard Fairbank own after these transactions?

Following the reported grants and tax-withholding events, Richard Fairbank directly owned 4,068,510 shares of Capital One common stock. This figure reflects his post-transaction direct holdings as of the March 9, 2026 transactions disclosed in the Form 4.

What performance metrics determined the Capital One (COF) CEO’s earned share awards?

The earned awards were based on metrics including Common Dividends plus Growth of Tangible Book Value per Share, Adjusted ROTCE, and total shareholder return versus a peer group over a three-year period, along with dividend-equivalent shares accrued under the same grants.