Capital One (COF) executive reports tax-withholding share dispositions on RSU vesting

Rhea-AI Filing Summary

Capital One Financial Corp executive reports tax-related share dispositions. President of Commercial Banking Neal Blinde reported three dispositions of Common Stock on February 15, 2026, totaling several thousand shares at $207.37 per share. The shares were automatically withheld by the company to cover tax obligations upon vesting of prior restricted stock unit awards, and Blinde held 71,686 shares directly after these transactions.

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^*

Blinde Neal

(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)
	President, Commercial Banking

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)		1,608	D	$207.37	74,270	D
Common Stock	02/15/2026		F(2)		1,526	D	$207.37	72,744	D
Common Stock	02/15/2026		F(3)		1,058	D	$207.37	71,686	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 Capital One (COF) report for Neal Blinde?

Capital One reported that executive Neal Blinde had Common Stock automatically withheld to cover tax obligations from vesting restricted stock units. These Form 4 transactions are coded as tax-withholding dispositions, not open-market purchases or sales, and are part of his equity compensation arrangements.

How many Capital One (COF) shares were involved in Neal Blinde’s tax-withholding dispositions?

Neal Blinde reported three tax-withholding dispositions involving 1,608, 1,526, and 1,058 Capital One Common Stock shares. Each block was withheld at a price of $207.37 per share to satisfy tax liabilities tied to vesting restricted stock unit awards granted in 2023, 2024, and 2025.

What price was used for Neal Blinde’s Capital One (COF) tax-withholding share dispositions?

All three dispositions used a price of $207.37 per Capital One share. This per-share value applied to 1,608, 1,526, and 1,058 shares automatically withheld by the issuer to cover Neal Blinde’s tax obligations related to vesting restricted stock unit awards.

How many Capital One (COF) shares does Neal Blinde hold after these transactions?

After the reported tax-withholding dispositions, Neal Blinde directly owned 71,686 shares of Capital One Common Stock. This post-transaction balance reflects shares remaining following automatic withholding to satisfy tax obligations from the vesting of multiple restricted stock unit grants.

Were Neal Blinde’s Capital One (COF) transactions open-market sales or routine tax withholding?

The transactions were routine tax-withholding events, not open-market sales. The Form 4 uses code F and states the issuer automatically withheld shares to satisfy Neal Blinde’s tax obligations arising from vesting restricted stock units under his award agreements.

Which equity awards triggered Neal Blinde’s Capital One (COF) tax-withholding events?

The footnotes state the tax-withholding related to restricted stock units granted on January 26, 2023, February 1, 2024, and February 4, 2025. As those RSU awards vested, Capital One automatically withheld shares from Neal Blinde to cover associated tax liabilities.