Tax-share withholdings reported by CAPITAL ONE FINANCIAL (NYSE: COF) executive

Rhea-AI Filing Summary

CAPITAL ONE FINANCIAL CORP executive Dean Lia reported tax-related share withholdings rather than open-market sales. On February 15, 2026, three Form 4 transactions coded “F” show a tax-withholding disposition of 1,262, 1,445, and 1,129 shares of common stock at $207.37 per share.

The issuer automatically withheld these shares to cover Lia’s tax obligations upon vesting of restricted stock units granted in 2023, 2024, and 2025, as authorized by the applicable award agreements. After these dispositions, Lia directly held 66,326 shares of Capital One common stock.

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)
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)		1,262	D	$207.37	68,900	D
Common Stock	02/15/2026		F(2)		1,445	D	$207.37	67,455	D
Common Stock	02/15/2026		F(3)		1,129	D	$207.37	66,326	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 transactions did Dean Lia report for CAPITAL ONE FINANCIAL CORP (COF)?

Dean Lia reported three tax-related share withholdings on February 15, 2026. The transactions involved 1,262, 1,445, and 1,129 shares of Capital One common stock at $207.37 per share, all coded “F” for payment of tax liability through delivered securities.

Were Dean Lia’s February 2026 COF transactions open-market sales?

No, the transactions were not open-market sales. They were coded “F” and described as tax-withholding dispositions, where the issuer automatically withheld shares to satisfy Lia’s tax obligations arising from vesting restricted stock units granted in 2023, 2024, and 2025.

How many CAPITAL ONE FINANCIAL CORP shares does Dean Lia hold after these transactions?

After the February 15, 2026 tax-withholding dispositions, Dean Lia directly held 66,326 shares of Capital One common stock. This figure reflects his remaining ownership following the automatic share withholdings related to vested restricted stock unit awards.

What is transaction code “F” on Dean Lia’s COF Form 4?

Transaction code “F” indicates payment of exercise price or tax liability by delivering securities. In this case, Capital One automatically withheld common shares from Dean Lia’s vested restricted stock units to cover his tax obligations under the applicable award agreements.

Which equity awards triggered the tax withholding for Dean Lia at COF?

The tax withholdings relate to restricted stock units granted to Dean Lia on January 26, 2023, February 1, 2024, and February 4, 2025. As those units vested, Capital One withheld shares automatically to satisfy his associated tax obligations, as authorized in the award agreements.