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

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.

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^*

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).
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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.