Capital One Financial (COF) executive records tax-withholding share dispositions

Rhea-AI Filing Summary

Capital One Financial Corp Chief Credit & Financial Risk Officer Michael Zamsky reported automatic share dispositions to cover tax obligations tied to restricted stock vesting. On February 15, 2026, three tax-withholding dispositions of common stock occurred at $207.37 per share under restricted stock award agreements.

The transactions, coded "F" as tax-withholding dispositions, involved 818, 862, and 769 shares of common stock, reducing his directly held common stock to 30,146 shares after the final transaction.

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^*

Zamsky Michael

(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 Credit & Fin'l Risk Off.

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)		818	D	$207.37	31,777	D
Common Stock	02/15/2026		F(2)		862	D	$207.37	30,915	D
Common Stock	02/15/2026		F(3)		769	D	$207.37	30,146	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. 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 COF executive Michael Zamsky report?

Michael Zamsky reported three tax-withholding share dispositions. On February 15, 2026, Capital One’s Chief Credit & Financial Risk Officer had common shares withheld automatically to satisfy tax obligations arising from the vesting of previously granted restricted stock units.

How many Capital One (COF) shares were involved in Michael Zamsky’s Form 4?

The Form 4 shows three separate tax-withholding dispositions. These involved 818, 862, and 769 shares of Capital One common stock, each at a price of $207.37 per share, connected to vesting restricted stock unit awards.

What was the purpose of the COF share dispositions reported by Michael Zamsky?

The share dispositions were to satisfy tax obligations. The issuer automatically withheld Capital One common shares to cover Michael Zamsky’s tax liabilities triggered by vesting restricted stock units granted in 2023, 2024, and 2025 under award agreements.

Were Michael Zamsky’s COF transactions open-market sales?

No, they were tax-withholding dispositions, not open-market sales. The transactions are coded "F" and described as automatic withholding of shares by Capital One to pay tax liabilities associated with restricted stock unit vesting.

How many Capital One (COF) shares does Michael Zamsky hold after these transactions?

After the final tax-withholding disposition, Zamsky directly held 30,146 common shares. The Form 4 reports this post-transaction ownership figure following the automatic withholding of shares for taxes on February 15, 2026.

Which equity awards triggered the COF share withholdings for Michael Zamsky?

The withholdings relate to restricted stock units granted in 2023, 2024, and 2025. Footnotes state they were tied to awards granted on January 26, 2023, February 1, 2024, and February 4, 2025 under Capital One’s restricted stock award agreements.