STOCK TITAN
  1. Home
  2. Sec-filings
  3. COF
  4. [Form 4] CAPITAL ONE FINANCIAL CORP Insider Trading Activity

Capital One (NYSE: COF) CEO exercises RSUs and disposes shares back to issuer

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CAPITAL ONE FINANCIAL CORP Chairman and CEO Richard D. Fairbank reported incentive-related stock transactions involving restricted stock units and common shares. On February 15, 2026, he exercised 24,021 2023 restricted stock units and 21,008 restricted stock units, converting them into an equal number of common shares at a stated price of $0.0000 per share.

According to the disclosure, these restricted stock units were settled in cash, based on the company’s average fair market value over the fifteen trading days before the vesting date. The filing also shows dispositions of 24,021 and 21,008 common shares to the issuer at $218.5000 per share, a transaction type classified as a disposition to the company rather than an open-market sale.

Following these transactions, Fairbank directly owned 4,001,232 shares of Capital One common stock. The restricted stock units originated from grants dated January 26, 2023 for performance years 2022 and 2023.

Positive

  • None.

Negative

  • None.
Insider FAIRBANK RICHARD D
Role Chairman and CEO
Type Security Shares Price Value
Exercise 2023 Restricted Stock Units 24,021 $0.00 --
Exercise Restricted Stock Units 21,008 $0.00 --
Exercise Common Stock 24,021 $0.00 --
Exercise Common Stock 21,008 $0.00 --
Disposition Common Stock 24,021 $218.50 $5.25M
Disposition Common Stock 21,008 $218.50 $4.59M
Holdings After Transaction: 2023 Restricted Stock Units — 0 shares (Direct); Restricted Stock Units — 0 shares (Direct); Common Stock — 4,025,253 shares (Direct)
Footnotes (1)
  1. On February 15, 2026, the restricted stock units were settled in cash based on the Company's average fair market value of shares of common stock over the fifteen trading days preceding the vesting date. Represents restricted stock units granted January 26, 2023 for performance year 2022. Represents restricted stock units granted January 26, 2023 for performance year 2023.
Form 4 Insider Transactions: What Each Field Means →
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*
FAIRBANK RICHARD D
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
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 M 24,021 A $0(1) 4,025,253 D
Common Stock 02/15/2026 M 21,008 A $0(1) 4,046,261 D
Common Stock 02/15/2026 D 24,021 D $218.5(1) 4,022,240 D
Common Stock 02/15/2026 D 21,008 D $218.5(1) 4,001,232 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
2023 Restricted Stock Units(2) $0(1) 02/15/2026 M 24,021 02/15/2026 02/15/2026 Common Stock 24,021 $0 0(1) D
Restricted Stock Units(3) $0(1) 02/15/2026 M 21,008 02/15/2026 02/15/2026 Common Stock 21,008 $0 0(1) D
Explanation of Responses:
1. On February 15, 2026, the restricted stock units were settled in cash based on the Company's average fair market value of shares of common stock over the fifteen trading days preceding the vesting date.
2. Represents restricted stock units granted January 26, 2023 for performance year 2022.
3. Represents restricted stock units granted January 26, 2023 for performance year 2023.
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.
* 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did COF Chairman and CEO Richard Fairbank report?

Richard Fairbank reported exercising restricted stock units into common shares and related dispositions to the issuer. He converted 24,021 and 21,008 units into common stock, then disposed of equal share amounts back to Capital One at $218.5000 per share.

Were Richard Fairbank’s COF share dispositions open-market sales?

The reported share dispositions were not open-market sales; they were classified as dispositions to the issuer. The filing uses transaction code D, indicating shares were transferred back to Capital One rather than sold on the open market.

How many Capital One shares does Richard Fairbank own after these Form 4 transactions?

After the reported transactions, Richard Fairbank directly owned 4,001,232 shares of Capital One common stock. This figure reflects his direct beneficial ownership following the exercises of restricted stock units and related dispositions to the issuer.

What restricted stock units did Richard Fairbank exercise in this COF Form 4?

He exercised 24,021 2023 restricted stock units and 21,008 additional restricted stock units. These units were granted on January 26, 2023, and relate to performance years 2022 and 2023, according to the disclosure’s explanatory footnotes.

How were Richard Fairbank’s COF restricted stock units settled?

The restricted stock units were settled in cash based on Capital One’s average fair market value. That value was calculated over the fifteen trading days preceding the vesting date of February 15, 2026, as described in the Form 4 footnotes.

At what price were COF shares disposed to the issuer in this filing?

The common shares disposed to the issuer were reported at $218.5000 per share. Two disposition transactions are listed: 24,021 shares and 21,008 shares, each classified as a disposition to Capital One rather than an open-market transaction.