Capital One (NYSE: COF) HR chief has tax-withholding stock dispositions recorded

Rhea-AI Filing Summary

CAPITAL ONE FINANCIAL CORP Chief Human Resources Officer reports tax-related share dispositions. On February 15, 2026, Kaitlin Haggerty had three transactions in Capital One common stock coded as tax-withholding dispositions. In each case, the issuer automatically withheld shares at $207.37 per share to cover tax obligations tied to vesting restricted stock units granted in 2023, 2024, and 2025. After these withholdings, Haggerty 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^*

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)
02/15/2026

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)		728	D	$207.37	49,192	D
Common Stock	02/15/2026		F(2)		821	D	$207.37	48,371	D
Common Stock	02/15/2026		F(3)		801	D	$207.37	47,570	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 Kaitlin Haggerty report on February 15, 2026?

Kaitlin Haggerty reported three tax-withholding dispositions of Capital One common stock on February 15, 2026. The issuer automatically withheld shares to satisfy tax obligations arising from restricted stock units that vested from grants made in 2023, 2024, and 2025.

Were Kaitlin Haggerty’s COF stock transactions open-market sales?

No, the transactions were not open-market sales. They were automatic tax-withholding dispositions, where Capital One withheld shares at a set price to cover Haggerty’s tax liabilities related to vesting restricted stock units granted in 2023, 2024, and 2025.

What price per share was used for Kaitlin Haggerty’s COF tax-withholding transactions?

Each of the reported tax-withholding dispositions used a price of $207.37 per Capital One common share. This price applied to all three automatic withholdings executed to cover tax obligations tied to the vesting of her restricted stock units.

What awards triggered the COF tax-withholding dispositions for Kaitlin Haggerty?

The dispositions were triggered by the vesting of restricted stock units granted to Haggerty on January 26, 2023, February 1, 2024, and February 4, 2025. As those awards vested, Capital One automatically withheld shares to satisfy her associated tax obligations.

Does Kaitlin Haggerty still hold Capital One (COF) shares after these transactions?

Yes, Haggerty continued to hold Capital One common stock directly after the tax-withholding dispositions. The Form 4 shows that, following the reported transactions, she retained tens of thousands of shares in direct ownership with Capital One Financial Corp.