Capital One (NYSE: COF) CHRO granted 5,373 restricted stock units

Rhea-AI Filing Summary

Capital One Financial Corp reported an equity award to Chief Human Resources Officer Kaitlin Haggerty. On February 3, 2026, she received 5,373 restricted stock units of common stock at a stated price of $0 per unit. These units vest in one-third increments beginning on February 15, 2027 and annually thereafter, with each unit representing the right to receive one share of common stock. After this grant, she beneficially owns 49,920 shares directly, including shares accumulated through the company’s Associate Stock Purchase Plan and Dividend Reinvestment Plan.

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^*

Haggerty Kaitlin

(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)
	Chief Human Resources 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		5,373	A	$0	49,920(2)(3)	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.

3. Includes shares acquired by the reporting person through the Company's Dividend Reinvestment 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 did the Capital One (COF) Form 4 filing disclose about Kaitlin Haggerty?

The filing shows Chief Human Resources Officer Kaitlin Haggerty received 5,373 restricted stock units of Capital One common stock. These units vest over time and increase her direct beneficial ownership, reflecting part of her equity-based executive compensation package.

How many Capital One shares were awarded to CHRO Kaitlin Haggerty in this Form 4?

Kaitlin Haggerty was awarded 5,373 restricted stock units of Capital One common stock. Each unit represents a contingent right to receive one share, boosting her long-term equity stake as part of her compensation structure and aligning her interests with shareholders.

What is the vesting schedule for Kaitlin Haggerty’s 5,373 Capital One restricted stock units?

The 5,373 restricted stock units vest in one-third increments starting February 15, 2027 and then annually. This three-year vesting schedule encourages long-term retention and performance by gradually converting units into shares of Capital One common stock.

What is Kaitlin Haggerty’s total beneficial ownership of Capital One stock after this award?

After the reported transaction, Kaitlin Haggerty beneficially owns 49,920 Capital One common shares directly. This total includes the new restricted stock units, plus shares accumulated through the Associate Stock Purchase Plan and the Dividend Reinvestment Plan.

Is Kaitlin Haggerty’s Capital One stock ownership direct or through another entity?

The Form 4 indicates Kaitlin Haggerty’s 49,920 Capital One shares are held with direct ownership. The filing does not attribute these holdings to a trust, partnership, or other entity, making them personally reportable under Section 16 rules.

How were additional Capital One shares accumulated by Kaitlin Haggerty besides the new RSU grant?

Beyond the new 5,373 restricted stock units, her total includes shares acquired through Capital One’s Associate Stock Purchase Plan and Dividend Reinvestment Plan. These programs automatically add shares over time, increasing her overall beneficial ownership without separate market purchases.