Capital One director awarded 1,294 RSUs

SHEPHERD MICHAEL reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

SHEPHERD MICHAEL reported acquisition or exercise transactions in this Form 4 filing.

CAPITAL ONE FINANCIAL CORP director Michael Shepherd received a grant of 1,294 shares of common stock in the form of restricted stock units. These units vest in full on May 8, 2027, and he will also receive additional shares for accrued dividends. After this award, he holds 27,987 shares directly.

Insider Trade Summary

Grant/Award: 1,294 shares

Grant/Award 1 txn

Insider SHEPHERD MICHAEL

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,294	$0.00	$0.00

Holdings After Transaction: Common Stock — 27,987 shares (Direct)

Footnotes (1)

1. F1. Restricted stock units that vest in their entirety on May 8, 2027. The reporting person will also be entitled to additional shares representing dividends accrued on the shares issuable at settlement.

Key Figures

RSU grant size: 1,294 shares Post-transaction holdings: 27,987 shares Vesting date: May 8, 2027

3 metrics

RSU grant size 1,294 shares Restricted stock units awarded on May 8, 2026

Post-transaction holdings 27,987 shares Total Capital One common stock held directly after grant

Vesting date May 8, 2027 RSUs vest in their entirety on this date

Key Terms

Restricted stock units, dividends accrued, settlement, Grant, award, or other acquisition

4 terms

Restricted stock units financial

"Restricted stock units that vest in their entirety on May 8, 2027."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

dividends accrued financial

"entitled to additional shares representing dividends accrued on the shares issuable"

settlement financial

"dividends accrued on the shares issuable at settlement."

Settlement is the process of completing a financial transaction, like buying or selling a stock, by transferring money and ownership between parties. It ensures that both the buyer gets the asset and the seller gets paid, making the deal official. Without settlement, the transaction wouldn't be finalized or legally recognized.

Grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

FAQ

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

What insider transaction did COF director Michael Shepherd report?

Director Michael Shepherd reported receiving 1,294 shares of Capital One common stock as a restricted stock unit award. The grant was recorded with a price of $0.00 per share, indicating compensation rather than an open-market purchase.

When do Michael Shepherd’s new Capital One (COF) RSUs vest?

Michael Shepherd’s restricted stock units vest in their entirety on May 8, 2027. Once vested and settled, the units convert into common shares, increasing his directly held Capital One stock position at that time, subject to any future changes.

How many Capital One (COF) shares does Michael Shepherd hold after this grant?

After this award, Michael Shepherd holds 27,987 shares of Capital One common stock directly. This total includes the newly granted 1,294 restricted stock units, which will convert into shares when they vest and are settled, plus any previously held shares.

Does Michael Shepherd receive dividend equivalents on his Capital One RSUs?

Yes. The filing states he will be entitled to additional shares representing dividends accrued on the shares issuable at settlement. That means when the RSUs vest on May 8, 2027, he will also receive extra shares tied to interim dividends.

Was Michael Shepherd’s COF Form 4 transaction a market buy or sale?

The Form 4 reflects a grant or award acquisition of 1,294 restricted stock units, not a market trade. The transaction code is “A,” showing a compensation-related award at $0.00 per share, rather than an open-market purchase or sale of Capital One stock.

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

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Accepted by SEC EDGAR 05/12/2026 - 04:54 PM EDT 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^*

SHEPHERD MICHAEL

(Last) (First) (Middle)

1680 CAPITAL ONE DRIVE

(Street)

MCLEAN VIRGINIA 22102

(City) (State) (Zip)

UNITED STATES

(Country)

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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

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

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

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

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)	05/08/2026		A		1,294	A	$0	27,987	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. Restricted stock units that vest in their entirety on May 8, 2027. The reporting person will also be entitled to additional shares representing dividends accrued on the shares issuable at settlement.

Remarks:

	/s/ Katherine DeLuca (POA on file)	05/12/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)