Capital One (NYSE: COF) president granted shares, part withheld for taxes

Rhea-AI Filing Summary

CAPITAL ONE FINANCIAL CORP president Raghu Ravi reported routine equity compensation activity. On March 9, 2026, he acquired 4,834 shares of Common Stock as a performance-share award at $0.00 per share, reflecting shares earned under a three-year performance program plus accrued dividend shares.

The same day, 1,903 shares were disposed of at $185.73 per share through automatic withholding to cover tax obligations tied to this award, as authorized in the grant terms. After these transactions, he directly held 36,054 Common Stock shares, indicating a net increase in his ownership.

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^*

Raghu Ravi

(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, Software, Intl & Sm Bus

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

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	03/09/2026		A(1)		4,834	A	$0	37,957	D
Common Stock	03/09/2026		F(2)		1,903	D	$185.73	36,054	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. These shares were earned pursuant to an award of performance shares granted on January 26, 2023, as amended on November 2, 2023, based on the Company's Common Dividends + Growth of Tangible Book Value per Share and Adjusted ROTCE against a peer group of companies over a three-year performance period. These shares represent the number of shares paid out based on actual performance plus the dividend shares accrued under the same grant.

2. These shares were automatically withheld by the Company to satisfy the reporting person's tax obligation associated with the settlement of the performance shares. This share withholding was authorized in the performance share award agreement.

Remarks:

	/s/ Blaise F. Brennan (POA on file)	03/11/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did COF executive Raghu Ravi report on March 9, 2026?

Raghu Ravi reported a grant of 4,834 Capital One Common Stock shares and a related tax withholding of 1,903 shares on March 9, 2026. These transactions reflect settlement of performance shares earned under a three-year incentive program rather than open-market trading.

Was the COF Form 4 transaction a market buy or sell of shares?

The Form 4 does not show open-market buying or selling. It reports a performance-share award and automatic share withholding to cover taxes. The 1,903-share disposition is labeled as tax-withholding, not an investor-initiated sale on the open market.

How many Capital One shares did Raghu Ravi receive from performance awards?

Raghu Ravi received 4,834 Capital One Common Stock shares from a performance-share award. The footnotes state these shares were earned based on dividend-inclusive tangible book value growth and adjusted ROTCE performance over a three-year period, plus related dividend-equivalent shares.

Why were 1,903 COF shares disposed of in Raghu Ravi’s Form 4 filing?

The 1,903-share disposition reflects shares automatically withheld by Capital One to satisfy tax obligations from settling the performance-share award. The filing notes this withholding was authorized in the award agreement and represents a tax payment mechanism, not a discretionary stock sale.

What is Raghu Ravi’s Capital One share ownership after these Form 4 transactions?

After the reported transactions, Raghu Ravi directly owns 36,054 Capital One Common Stock shares. This reflects the 4,834-share performance award offset by 1,903 shares withheld for taxes, resulting in a net increase in his equity position with the company.

How were the COF performance shares that Raghu Ravi earned determined?

The performance shares were based on Capital One’s common dividends plus growth of tangible book value per share and adjusted ROTCE versus a peer group. Performance was measured over a three-year period, and the 4,834 shares include earned shares plus accrued dividend-equivalent shares from the same grant.