Capital One (NYSE: COF) grants SVP 3,443 stock units vesting from 2027

Rhea-AI Filing Summary

Capital One Financial’s SVP and Chief Accounting Officer, Timothy P. Golden, reported an equity award on February 3, 2026. He received 3,443 restricted stock units, each representing a contingent right to one share of common stock, at a stated price of $0 per unit.

These restricted stock units will vest in one-third increments beginning February 15, 2027 and annually thereafter. Following this award, Golden beneficially owns 12,244 shares of common stock, which includes shares acquired through the company’s Associate Stock Purchase Plan since the last reported transaction.

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^*

Golden Timothy 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)
	SVP, Chief Accounting Officer

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		3,443	A	$0	12,244(2)	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.

2. Includes shares acquired by the reporting person through the Company's Associate Stock Purchase Plan since the last reported transaction.

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.
* 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.

FAQ

What insider transaction did COF executive Timothy P. Golden report?

Timothy P. Golden reported receiving 3,443 restricted stock units at a stated price of $0. The units each represent a contingent right to one share of Capital One common stock, increasing his beneficial ownership to 12,244 shares after the transaction.

When do Timothy P. Golden’s new Capital One (COF) stock units vest?

The restricted stock unit award vests in one-third increments starting February 15, 2027. The remaining two thirds vest in equal annual installments thereafter, subject to the award’s terms, gradually converting into shares of Capital One common stock over time.

How many Capital One (COF) shares does Timothy P. Golden now beneficially own?

After the reported award, Timothy P. Golden beneficially owns 12,244 shares of Capital One common stock. This total includes shares acquired through the company’s Associate Stock Purchase Plan since his last reported transaction, as disclosed in the filing footnotes.

What type of equity compensation did Capital One (COF) grant to Timothy P. Golden?

Capital One granted Timothy P. Golden a restricted stock unit award covering 3,443 units. Each restricted stock unit represents a contingent right to receive one share of company common stock, with no cash price per unit shown in the reported transaction.

How were Capital One (COF) Associate Stock Purchase Plan shares reflected for Timothy P. Golden?

The filing notes that his beneficial ownership figure includes shares acquired through Capital One’s Associate Stock Purchase Plan. These plan purchases since the last reported transaction are aggregated into the 12,244 total shares reported as beneficially owned after the award.