Capital One (NYSE: COF) executive reports tax-withholding share disposals

Rhea-AI Filing Summary

CAPITAL ONE FINANCIAL CORP executive Sanjiv Yajnik, President of Financial Services, reported three tax-related share dispositions of common stock on February 15, 2026. The transactions, each coded "F," involved 1,327, 1,703, and 1,223 shares at $207.37 per share.

According to the footnotes, these were automatic withholdings by Capital One to cover Yajnik’s tax obligations upon vesting of restricted stock units granted in January 2023, February 2024, and February 2025. After these transactions, he held 143,881 shares of common stock directly.

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^*

Sanjiv Yajnik

(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, Financial Services

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)		1,327	D	$207.37	146,807	D
Common Stock	02/15/2026		F(2)		1,703	D	$207.37	145,104	D
Common Stock	02/15/2026		F(3)		1,223	D	$207.37	143,881	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 did Capital One (COF) executive Sanjiv Yajnik report in this Form 4?

Sanjiv Yajnik reported three tax-withholding dispositions of Capital One common stock on February 15, 2026. These were automatic share withholdings by the company to cover tax obligations upon vesting of previously granted restricted stock units.

How many Capital One (COF) shares were involved in Sanjiv Yajnik’s tax withholdings?

Three separate dispositions involved 1,327, 1,703, and 1,223 Capital One common shares. Each transaction was recorded at a price of $207.37 per share and coded “F” for tax-withholding related to equity award vesting.

Were Sanjiv Yajnik’s Capital One (COF) Form 4 transactions open-market sales?

No, the Form 4 describes automatic tax-withholding dispositions, not open-market sales. Capital One withheld shares to satisfy Yajnik’s tax obligations tied to vesting restricted stock units, as authorized under the relevant award agreements.

What was the price per share for the Capital One (COF) tax-withholding transactions?

Each of the three dispositions was recorded at $207.37 per Capital One common share. This price is used solely for the Form 4’s reporting purpose on the tax-withholding transactions, which occurred in connection with restricted stock unit vesting.

How many Capital One (COF) shares does Sanjiv Yajnik hold after these transactions?

Following the reported tax-withholding dispositions, Sanjiv Yajnik directly holds 143,881 Capital One common shares. This share count reflects his position after the automatic withholdings on February 15, 2026 related to restricted stock unit vesting.

Which equity awards triggered the Capital One (COF) tax-withholding dispositions?

The tax-withholding dispositions relate to restricted stock units granted on January 26, 2023, February 1, 2024, and February 4, 2025. Upon vesting, Capital One automatically withheld shares to satisfy the associated tax obligations under the award agreements.