Capital One (COF) executive records tax-withholding stock disposals in Form 4

Rhea-AI Filing Summary

CAPITAL ONE FINANCIAL CORP executive Frank G. LaPrade III reported several automatic share dispositions tied to tax withholding. On February 15, 2026, he delivered blocks of common stock at $207.37 per share to cover taxes owed on vesting restricted stock units from grants made in 2023, 2024, and 2025.

These Form 4 entries are coded as tax-withholding dispositions rather than open-market sales. After these transactions, LaPrade continued to hold tens of thousands of shares directly, plus an additional indirect position represented by equivalent shares in the company’s 401(k) plan.

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^*

LaPrade,III Frank G.

(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 Srvcs 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)		1,711	D	$207.37	54,754	D
Common Stock	02/15/2026		F(2)		1,880	D	$207.37	52,874	D
Common Stock	02/15/2026		F(3)		1,304	D	$207.37	51,570	D
Common Stock(4)								822	I	By 401(k)

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.

4. Represents the reporting person's equivalent share ownership in the Company's 401(k) Plan, a unitized plan, as of the date of the latest transaction.

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).
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FAQ

What did Capital One (COF) executive Frank LaPrade report in this Form 4?

Frank G. LaPrade III reported automatic dispositions of Capital One common stock to cover tax obligations on vesting restricted stock units. The shares were withheld by the issuer rather than sold on the open market, consistent with the underlying award agreements.

How many types of transactions were disclosed for COF in this Form 4?

The Form 4 shows three non-derivative tax-withholding dispositions of common stock and one indirect holding entry in a 401(k) plan. All three dispositions are coded as tax-related deliveries to the issuer, not open-market buys or sells.

At what price were the COF shares valued for the tax-withholding dispositions?

Each tax-withholding disposition used a share value of $207.37 for Capital One common stock. This per-share figure is applied across the reported blocks that satisfied Frank LaPrade’s tax obligations when restricted stock units vested.

Were the COF transactions by Frank LaPrade open-market sales?

No, the transactions are described as automatic withholding by Capital One to satisfy Frank LaPrade’s tax obligations on vesting restricted stock units. They are coded as tax-withholding dispositions, not discretionary open-market sales of common stock.

What ongoing holdings does Frank LaPrade report in COF after these transactions?

After the reported tax-withholding dispositions, Frank LaPrade reports continued direct ownership of Capital One common stock and an additional indirect interest through equivalent shares in the company’s 401(k) plan, reflecting his remaining equity exposure.

Which restricted stock unit grants triggered the COF tax-withholding dispositions?

The tax-withholding dispositions relate to restricted stock units granted on January 26, 2023, February 1, 2024, and February 4, 2025. When these awards vested, shares were automatically withheld to satisfy Frank LaPrade’s associated tax obligations.