Capital One (NYSE: COF) risk chief granted shares, tax stock withheld

Rhea-AI Filing Summary

CAPITAL ONE FINANCIAL CORP reported a Form 4 for Chief Credit & Financial Risk Officer Michael Zamsky showing a performance-based stock award and related tax withholding. On March 9, 2026, he acquired 6,047 shares of common stock at $0.00 per share as a grant or award.

These shares were earned from a performance share award originally granted on January 26, 2023 and amended on November 2, 2023, based on common dividends plus growth of tangible book value per share and adjusted ROTCE versus a peer group over a three-year period. The award includes payout shares and accrued dividend shares.

To cover taxes on the settlement of this performance award, the company automatically withheld 2,728 shares at $185.73 per share, classified as a tax-withholding disposition, not an open-market sale. After these transactions, Zamsky directly held 33,465 common shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Zamsky Michael

Role Chief Credit & Fin'l Risk Off.

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	6,047	$0.00	--
Tax Withholding	Common Stock	2,728	$185.73	$507K

Holdings After Transaction: Common Stock — 36,193 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. 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.

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
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^*

Zamsky Michael

(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 Credit & Fin'l Risk Off.

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)		6,047	A	$0	36,193	D
Common Stock	03/09/2026		F(2)		2,728	D	$185.73	33,465	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).
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FAQ

What insider transaction did COF executive Michael Zamsky report?

Michael Zamsky reported receiving a performance-based stock award and related tax withholding. He acquired 6,047 Capital One common shares as a grant and had 2,728 shares withheld to satisfy tax obligations tied to the award’s settlement.

Was the Capital One (COF) Form 4 a stock purchase or a compensation grant?

The Form 4 reflects a compensation-related grant, not an open-market purchase. Zamsky earned 6,047 performance shares based on Capital One’s financial metrics versus peers over a three-year period, plus related dividend shares, as part of a prior equity award.

Why were 2,728 COF shares disposed of in Michael Zamsky’s Form 4?

The 2,728 shares were automatically withheld by Capital One to pay taxes on the vested performance share award. This F‑code transaction is a tax-withholding disposition, executed under the award agreement, and does not represent an open-market sale of shares.

How many Capital One (COF) shares does Michael Zamsky hold after this filing?

After the grant and tax withholding, Michael Zamsky directly holds 33,465 Capital One common shares. This reflects the net position following receipt of 6,047 performance-based shares and the automatic withholding of 2,728 shares for associated tax obligations.

What performance metrics determined Michael Zamsky’s COF share award?

The award was based on Capital One’s Common Dividends plus Growth of Tangible Book Value per Share and Adjusted ROTCE. These metrics were measured against a peer group of companies over a three-year performance period defined in the performance share grant.

When was the Capital One performance share award underlying this Form 4 granted?

The performance share award was originally granted on January 26, 2023 and later amended on November 2, 2023. The Form 4 reflects shares ultimately earned and dividend shares accrued under that award after the three-year performance evaluation period.