Capital One (COF) banking president awarded shares, with portion withheld for taxes

Rhea-AI Filing Summary

Capital One Financial Corp executive Dean Lia reported compensation-related share activity. On March 9, 2026, he received an award of 8,094 shares of Common Stock, granted at $0.00 per share, as a payout from performance shares originally granted in January 2023 and amended in November 2023. The number of shares reflects company performance against dividend, tangible book value growth, and adjusted ROTCE measures, plus accrued dividend shares.

On the same date, 4,056 shares of Common Stock were automatically withheld by the company at a price of $185.73 per share to cover Lia’s tax obligations arising from the settlement of these performance shares, as authorized in the award agreement. Following these transactions, he directly holds 67,146 shares of Capital One common stock. These entries reflect routine equity compensation and tax withholding, not open-market buying or selling.

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^*

Dean Lia

(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, Banking & Prem. Products

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

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	03/09/2026		A(1)		8,094	A	$0	71,202	D
Common Stock	03/09/2026		F(2)		4,056	D	$185.73	67,146	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. These shares were earned pursuant to an award of performance shares granted on January 26, 2023, as amended on November 2, 2023, based on the Company's Common Dividends + Growth of Tangible Book Value per Share and Adjusted ROTCE against a peer group of companies over a three-year performance period. These shares represent the number of shares paid out based on actual performance plus the dividend shares accrued under the same grant.

2. These shares were automatically withheld by the Company to satisfy the reporting person's tax obligation associated with the settlement of the performance shares. This share withholding was authorized in the performance share award agreement.

Remarks:

	/s/ Blaise F. Brennan (POA on file)	03/11/2026
	** 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) executive Dean Lia report?

Dean Lia reported a grant of 8,094 Capital One common shares as a performance share payout. The award was earned based on company performance metrics and included accrued dividend shares from the same grant.

Were any of Dean Lia’s Capital One (COF) transactions open-market buys or sells?

No. The Form 4 shows a performance-based share award and tax withholding. Shares were granted as compensation and some were withheld by Capital One to pay related taxes, not bought or sold on the open market.

Why were 4,056 Capital One (COF) shares withheld from Dean Lia’s award?

Capital One automatically withheld 4,056 shares to satisfy Dean Lia’s tax obligation from the performance share settlement. This tax withholding was specifically authorized under the performance share award agreement and is a common administrative mechanism.

How many Capital One (COF) shares does Dean Lia hold after these transactions?

After the reported grant and tax withholding, Dean Lia directly holds 67,146 shares of Capital One common stock. This figure, disclosed in the Form 4, reflects his post-transaction ownership position as of the transaction date.

What performance period and metrics determined Dean Lia’s Capital One (COF) share payout?

The awarded shares were earned over a three-year performance period. Payout was based on Capital One’s Common Dividends plus Growth of Tangible Book Value per Share and Adjusted ROTCE, measured against a peer group of companies.

What does transaction code F mean in Dean Lia’s Capital One (COF) Form 4?

Transaction code F indicates shares were disposed of to cover obligations, here tax withholding. In this filing, 4,056 shares were withheld by Capital One to satisfy taxes on the performance share settlement, not sold in the market.