Capital One (COF) counsel granted shares, withholds stock to cover taxes

Rhea-AI Filing Summary

CAPITAL ONE FINANCIAL CORP General Counsel & Corporate Secretary Matthew W. Cooper reported routine equity compensation activity in company common stock. On March 9, 2026, he acquired 8,094 shares of common stock at $0.00 per share as a grant or award tied to a performance share program. The footnotes explain these shares were earned from performance shares granted on January 26, 2023, as amended on November 2, 2023, based on dividend and tangible book value growth and adjusted ROTCE over a three-year period, including accrued dividend shares.

Also on March 9, 2026, 3,651 shares were disposed of at $185.73 per share through automatic share withholding to satisfy tax obligations related to the performance share settlement, as authorized in the award agreement. After these transactions, Cooper directly owned 100,694 shares of Capital One common stock. This reflects a net increase in his direct equity position from the compensation award, with the disposition driven by tax withholding rather than an open-market sale.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Cooper Matthew W

(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)
	General Counsel & Corp Secy

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	104,345	D
Common Stock	03/09/2026		F(2)		3,651	D	$185.73	100,694	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.
* 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 insider transactions did Capital One (COF) report for Matthew W. Cooper?

Capital One reported that Matthew W. Cooper received a grant of 8,094 common shares and had 3,651 shares withheld for taxes on March 9, 2026. These transactions relate to the settlement of a prior performance share award, not open-market trading.

Was the Capital One (COF) Form 4 transaction a stock purchase or a compensation award?

The Form 4 reflects a compensation award, not an open-market purchase. Cooper received 8,094 common shares as a performance-based grant earned under a three-year program, with part of the award used to cover tax obligations via share withholding.

How many Capital One (COF) shares does Matthew W. Cooper hold after this Form 4?

Following the March 9, 2026 transactions, Matthew W. Cooper directly owned 100,694 Capital One common shares. This total reflects the new performance-based shares received, net of the 3,651 shares automatically withheld to satisfy his related tax obligations.

Why were 3,651 Capital One (COF) shares disposed of in Matthew W. Cooper’s Form 4?

The 3,651 shares were automatically withheld by Capital One to satisfy Cooper’s tax obligation from the performance share settlement. The Form 4 notes this withholding was authorized in the performance share award agreement and does not represent an open-market sale decision.

What performance conditions were tied to Matthew W. Cooper’s Capital One (COF) share award?

The award was based on Capital One’s common dividends plus growth of tangible book value per share and adjusted ROTCE versus a peer group over a three-year period. The 8,094 shares include the payout based on actual performance and related accrued dividend shares.

Does the Capital One (COF) Form 4 indicate any remaining derivative or option positions for Matthew W. Cooper?

The insider data shows no remaining derivative positions reported in this filing, with an empty derivative summary. The transactions strictly involve common stock issued from a prior performance share award and shares withheld to cover associated tax obligations.