Capital One exec gets performance share payout

Capital One Financial Corp executive Celia Karam, President of the Retail Bank, reported a compensation-related stock transaction.

Rhea-AI Filing Summary

Capital One Financial Corp executive Celia Karam, President of the Retail Bank, reported a compensation-related stock transaction. She received 7,429 shares of common stock as a performance share payout tied to a three-year award based on dividend growth, tangible book value growth, and adjusted ROTCE versus a peer group. To cover related tax obligations, 3,351 shares were automatically withheld by the company as authorized in the award agreement, leaving a net increase in directly held shares. Following these transactions, Karam directly holds 64,417 shares of Capital One common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Karam Celia

Role Pres, Retail Bank

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	7,429	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	3,351	$185.73	$622K

Holdings After Transaction: Common Stock — 64,417 shares (Direct)

Footnotes (2)

1. F1. 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. F2. 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.

FAQ

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

What insider transaction did Capital One (COF) disclose for Celia Karam?

Capital One reported that Retail Bank President Celia Karam received 7,429 performance shares of common stock, with part of the award automatically withheld to cover taxes, resulting in higher direct ownership after settlement.

Was Celia Karam’s Capital One (COF) Form 4 a market purchase or sale?

The Form 4 reflects a grant of performance shares and tax withholding, not an open-market purchase or sale. Shares were issued as compensation and a portion was withheld by the company to satisfy tax obligations.

How many Capital One (COF) shares does Celia Karam hold after this filing?

After the reported performance share payout and tax withholding, Celia Karam directly holds 64,417 shares of Capital One common stock, according to the Form 4’s post-transaction ownership disclosure.

What performance measures triggered Celia Karam’s share payout at Capital One (COF)?

The performance shares were earned based on Common Dividends plus Growth of Tangible Book Value per Share and Adjusted ROTCE versus a peer group over a three-year period, as described in the award footnote.

Why were some of Celia Karam’s Capital One (COF) shares withheld?

The Form 4 notes that 3,351 shares were automatically withheld by Capital One to satisfy tax obligations associated with settlement of the performance share award, as authorized under the award agreement.

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

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Accepted by SEC EDGAR 03/11/2026 - 04:51 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^*

Karam Celia

(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, Retail Bank

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)		7,429	A	$0	67,768	D
Common Stock	03/09/2026		F(2)		3,351	D	$185.73	64,417	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. 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.

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).
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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