Capital One (NYSE: COF) executive receives 4,714-share stock grant

Rhea-AI Filing Summary

Capital One Financial Corp. reported that Jason P. Hanson, its Pres.- Global Payment Network, received an award linked to 4,714 shares of common stock on February 3, 2026 at a price of $0 per share. Following this award, he beneficially owned 43,959 shares directly. The award consists of restricted stock units that will vest in three equal installments beginning on February 15, 2027 and annually thereafter, with each unit representing the right to receive one share of Capital One common stock.

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^*

Hanson Jason P.

(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.- Global Payment Network

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

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(1)	02/03/2026		A		4,714	A	$0	43,959	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. This restricted stock unit award will vest in 1/3 increments beginning on February 15, 2027 and annually thereafter. Each restricted stock unit represents a contingent right to receive one share of Company common stock.

Remarks:

	/s/ Blaise F. Brennan (POA on file)	02/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Capital One (COF) report for Jason P. Hanson?

Capital One reported that Jason P. Hanson received an award tied to 4,714 shares of common stock at $0 on February 3, 2026. This equity award increased his directly held beneficial ownership to 43,959 Capital One common shares after the reported transaction.

Who is Jason P. Hanson in relation to Capital One (COF)?

Jason P. Hanson is an officer of Capital One Financial Corp., serving as Pres.- Global Payment Network. The filing shows he directly holds company equity, including an award associated with 4,714 shares of common stock granted on February 3, 2026.

How many Capital One (COF) shares does Jason P. Hanson own after this award?

After the reported equity award, Jason P. Hanson beneficially owns 43,959 shares of Capital One common stock directly. This figure reflects his holdings following the grant tied to 4,714 shares reported as acquired on February 3, 2026.

What are the terms of Jason P. Hanson’s restricted stock unit award at Capital One (COF)?

The restricted stock unit award will vest in one-third increments starting on February 15, 2027, and then annually. Each restricted stock unit provides a contingent right to receive one share of Capital One common stock upon vesting, according to the disclosure footnote.

At what price were Jason P. Hanson’s Capital One (COF) shares awarded?

The filing lists the 4,714 Capital One common shares associated with the award at a price of $0 per share. This is consistent with a restricted stock unit grant, where units convert into shares upon vesting rather than being purchased in the market.

When does Jason P. Hanson’s Capital One (COF) equity award start vesting?

The restricted stock unit award begins vesting on February 15, 2027. Vesting occurs in one-third increments on that date and on each of the next two annual anniversaries, with each vested unit delivering one share of Capital One common stock.