Capital One (COF) executive logs tax-related share withholdings on RSU vesting

Rhea-AI Filing Summary

Capital One Financial Corp executive Raghu Ravi reported automatic share withholdings to cover taxes on vesting stock awards. On three transactions dated February 15, 2026, the issuer withheld 546, 551 and 560 shares of common stock at $207.37 per share as tax-withholding dispositions tied to previously granted restricted stock units. After these transactions, Ravi continued to hold tens of thousands of Capital One shares 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^*

Raghu Ravi

(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, Software, Intl & Sm Bus

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)		546	D	$207.37	34,234	D
Common Stock	02/15/2026		F(2)		551	D	$207.37	33,683	D
Common Stock	02/15/2026		F(3)		560	D	$207.37	33,123	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 Raghu Ravi report in this Form 4?

Raghu Ravi reported three automatic tax-withholding dispositions of Capital One common stock. The issuer withheld small share blocks when restricted stock units vested, covering Ravi’s tax obligations under pre-existing award agreements, rather than reflecting open-market buying or selling.

Were the Capital One (COF) Form 4 transactions open-market stock sales?

No, the transactions were not open-market sales. They were coded "F" tax-withholding dispositions, where Capital One automatically withheld shares at $207.37 per share to pay taxes due on vesting restricted stock units previously granted to the executive.

How many Capital One (COF) shares were withheld for taxes from Raghu Ravi?

Three separate blocks of Capital One common stock were withheld: 546 shares, 551 shares and 560 shares. Each block relates to a different restricted stock unit grant that vested, and the issuer used these shares to satisfy associated tax obligations.

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

Each withholding transaction used a price of $207.37 per share. This price was applied to the 546, 551 and 560 shares withheld, and reflects the value Capital One used to calculate shares needed to cover the executive’s tax liabilities on vesting awards.

Did Raghu Ravi retain a significant Capital One (COF) shareholding after these transactions?

Yes, he retained a substantial direct holding. After the reported tax-withholding dispositions, his direct ownership remained in the tens of thousands of Capital One common shares, indicating these were relatively small adjustments tied specifically to tax obligations on vesting equity awards.