Capital One (COF) Retail Bank president receives 5,719-share stock award

Rhea-AI Filing Summary

Capital One Financial Corp. reported that Celia Karam, President of the Retail Bank, received an equity award in the form of common stock on February 3, 2026. She acquired 5,719 shares at a price of $0 per share, increasing her directly held stake to 64,988 shares.

The award is structured as restricted stock units that vest in three equal installments. Vesting begins on February 15, 2027 and continues annually thereafter, with each unit delivering one share of Capital One common stock as it vests. This ties a portion of her compensation to the company’s future performance and share price.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Karam Celia

Role Pres, Retail Bank

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,719	$0.00	--

Holdings After Transaction: Common Stock — 64,988 shares (Direct)

Footnotes (1)

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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^*

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)
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		5,719	A	$0	64,988	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.
* 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 Celia Karam report at Capital One (COF)?

Celia Karam reported receiving 5,719 shares of Capital One common stock on February 3, 2026. The shares were granted at $0 per share as part of an equity award, increasing her directly held position to 64,988 shares after the transaction.

How many Capital One (COF) shares does Celia Karam own after this Form 4?

After this transaction, Celia Karam beneficially owns 64,988 shares of Capital One common stock directly. This reflects the addition of 5,719 shares from a stock-based award reported on the Form 4 filed for the transaction dated February 3, 2026.

What type of equity award did Celia Karam receive from Capital One (COF)?

She received a restricted stock unit award linked to Capital One common stock. Each restricted stock unit represents a contingent right to receive one share of common stock, subject to a specified vesting schedule beginning in 2027 and continuing annually thereafter in equal installments.

When do Celia Karam’s Capital One (COF) restricted stock units start vesting?

The restricted stock units begin vesting on February 15, 2027. The award vests in one‑third increments on that date and annually thereafter, with each vested unit converting into one share of Capital One common stock delivered to the reporting person.

At what price were the new Capital One (COF) shares granted to Celia Karam?

The 5,719 Capital One common shares associated with this award were reported at a transaction price of $0 per share. This reflects a compensatory grant of restricted stock units rather than an open‑market purchase, as disclosed in the reported Form 4 transaction.

What is Celia Karam’s role at Capital One (COF) in this insider filing?

In this insider filing, Celia Karam is identified as an officer of Capital One, serving as President, Retail Bank. Her position qualifies her as a reporting person under Section 16, requiring disclosure of equity awards and other transactions in the company’s securities.