Capital One (NYSE: COF) president uses shares to cover RSU tax bill

Rhea-AI Filing Summary

Capital One Financial Corp reported that Mark Daniel Mouadeb, its President of Card, had shares of Common Stock automatically withheld on February 15, 2026 to cover tax obligations from restricted stock unit vesting. Three tax-withholding dispositions totaled 2,945 shares at $207.37 per share.

These withholdings relate to RSU grants made on January 26, 2023, February 1, 2024, and February 4, 2025, as authorized by the award agreements. After these transactions, Mouadeb directly owned 52,484 Capital One shares.

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^*

Mouadeb Mark Daniel

(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)
	President, Card

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)		705	D	$207.37	54,724	D
Common Stock	02/15/2026		F(2)		1,181	D	$207.37	53,543	D
Common Stock	02/15/2026		F(3)		1,059	D	$207.37	52,484	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. 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.

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.
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FAQ

What insider transaction did Capital One (COF) report for Mark Daniel Mouadeb?

Capital One (COF) reported that Mark Daniel Mouadeb had shares automatically withheld to cover taxes on vested restricted stock units. On February 15, 2026, three tax-withholding dispositions of common stock were executed at $207.37 per share under existing award agreements.

How many Capital One (COF) shares were disposed of for tax withholding?

A total of 2,945 Capital One (COF) common shares were disposed of to satisfy tax obligations. The filing shows three separate automatic tax-withholding transactions, each tied to vesting events of prior restricted stock unit grants at a price of $207.37 per share.

Was the Capital One (COF) insider transaction an open-market sale?

The Capital One (COF) transaction was not an open-market sale. It was coded as “F,” indicating shares were withheld automatically by the issuer to pay tax liabilities arising from restricted stock unit vesting, as allowed under the applicable award agreements.

How many Capital One (COF) shares does Mark Daniel Mouadeb hold after the transaction?

After the reported tax-withholding dispositions, Mark Daniel Mouadeb directly holds 52,484 Capital One (COF) common shares. This post-transaction ownership figure reflects the remaining balance following the automatic share withholdings tied to vested restricted stock units.

Which restricted stock unit grants triggered the Capital One (COF) tax-withholding dispositions?

The Capital One (COF) tax-withholding dispositions relate to RSU grants dated January 26, 2023, February 1, 2024, and February 4, 2025. As those restricted stock units vested, shares were automatically withheld to cover associated tax obligations, consistent with the award agreements.

What transaction code appears in the Capital One (COF) Form 4 for this insider activity?

The Capital One (COF) Form 4 uses transaction code “F” for each entry. This code indicates payment of tax liability or exercise price by delivering or withholding securities, confirming the transactions were tax-withholding dispositions tied to restricted stock unit vesting events.