Capital One (NYSE: COF) CEO logs new cash-settled RSUs and tax withholdings

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Capital One Financial Chairman and CEO Richard D. Fairbank reported multiple equity-compensation transactions dated February 3, 2026. Several restricted stock units from 2024 and 2025 awards were automatically withheld and settled in cash at $223.34 per share to cover his tax obligations, while corresponding common shares were acquired and then withheld for taxes.

He also received new cash-settled restricted stock unit awards of 26,865 units and 11,194 units that are scheduled to vest on February 15, 2029. Each unit will be settled in cash based on the company’s average fair market value over the fifteen trading days before vesting. Following these transactions, he directly owned 4,001,232 shares of Capital One common stock.

Insider Trade Summary

1,048 shares exercised/converted

Mixed 14 txns

Insider FAIRBANK RICHARD D

Role Chairman and CEO

Type	Security	Shares	Price	Value
Exercise	2024 Restricted Stock Units	439	$0.00	--
Exercise	Restricted Stock Units	202	$0.00	--
Exercise	2025 Restricted Stock Units	271	$0.00	--
Exercise	Restricted Stock Units	136	$0.00	--
Grant/Award	Restricted Stock Units	26,865	$0.00	--
Grant/Award	Restricted Stock Units	11,194	$0.00	--
Exercise	Common Stock	439	$223.34	$98K
Exercise	Common Stock	202	$223.34	$45K
Exercise	Common Stock	271	$223.34	$61K
Exercise	Common Stock	136	$223.34	$30K
Tax Withholding	Common Stock	439	$223.34	$98K
Tax Withholding	Common Stock	202	$223.34	$45K
Tax Withholding	Common Stock	271	$223.34	$61K
Tax Withholding	Common Stock	136	$223.34	$30K

Holdings After Transaction: 2024 Restricted Stock Units — 34,111 shares (Direct); Restricted Stock Units — 18,176 shares (Direct); 2025 Restricted Stock Units — 24,715 shares (Direct); Common Stock — 4,001,671 shares (Direct)

Footnotes (1)

Represents the automatic withholding of restricted stock units granted in February 2024 which settled in cash based on fair market value on February 3, 2026, the date on which vesting was accelerated to satisfy the reporting person's tax liability. This is authorized in the applicable restricted stock unit award agreement. Includes shares acquired by the reporting person through the Company's Dividend Reinvestment Plan since the last reported transaction. Represents the automatic withholding of restricted stock units granted in February 2025 which settled in cash based on fair market value on February 3, 2026, the date on which vesting was accelerated to satisfy the reporting person's tax liability. This is authorized in the applicable restricted stock unit award agreement. Represents restricted stock units granted February 1, 2024 for performance year 2023. Represents restricted stock units granted February 1, 2024 for performance year 2024 Represents restricted stock units granted February 4, 2025 for performance year 2024. Represents restricted stock units granted February 4, 2025, for performance year 2025. Represents restricted stock units granted February 3, 2026, for performance year 2025. Each restricted stock unit will be settled in cash based on the Company's average fair market value of the underlying shares of common stock over the fifteen trading days preceding the vesting date. Represents restricted stock units granted February 3, 2026, for performance year 2026.

Form 4 Insider Transactions: What Each Field Means →

02/05/2026 - 05:06 PM

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

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)
02/03/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/03/2026		M⁽¹⁾		439	A	$223.34	4,001,671⁽²⁾	D
Common Stock	02/03/2026		M⁽¹⁾		202	A	$223.34	4,001,873	D
Common Stock	02/03/2026		M⁽³⁾		271	A	$223.34	4,002,144	D
Common Stock	02/03/2026		M⁽³⁾		136	A	$223.34	4,002,280	D
Common Stock	02/03/2026		F⁽¹⁾		439	D	$223.34	4,001,841	D
Common Stock	02/03/2026		F⁽¹⁾		202	D	$223.34	4,001,639	D
Common Stock	02/03/2026		F⁽³⁾		271	D	$223.34	4,001,368	D
Common Stock	02/03/2026		F⁽³⁾		136	D	$223.34	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2024 Restricted Stock Units⁽⁴⁾	$0⁽¹⁾	02/03/2026		M⁽¹⁾			439	02/15/2027	02/15/2027	Common Stock	439	$0	34,111	D
Restricted Stock Units⁽⁵⁾	$0⁽¹⁾	02/03/2026		M⁽¹⁾			202	02/15/2027	02/15/2027	Common Stock	202	$0	18,176	D
2025 Restricted Stock Units⁽⁶⁾	$0⁽³⁾	02/03/2026		M⁽³⁾			271	02/15/2028	02/15/2028	Common Stock	271	$0	24,715	D
Restricted Stock Units⁽⁷⁾	$0⁽³⁾	02/03/2026		M⁽³⁾			136	02/15/2028	02/15/2028	Common Stock	136	$0	12,357	D
Restricted Stock Units⁽⁸⁾	$0⁽⁹⁾	02/03/2026		A		26,865		02/15/2029	02/15/2029	Common Stock	26,865	$0	26,865	D
Restricted Stock Units⁽¹⁰⁾	$0⁽⁹⁾	02/03/2026		A		11,194		02/15/2029	02/15/2029	Common Stock	11,194	$0	11,194	D

Explanation of Responses:

1. Represents the automatic withholding of restricted stock units granted in February 2024 which settled in cash based on fair market value on February 3, 2026, the date on which vesting was accelerated to satisfy the reporting person's tax liability. This is authorized in the applicable restricted stock unit award agreement.

2. Includes shares acquired by the reporting person through the Company's Dividend Reinvestment Plan since the last reported transaction.

3. Represents the automatic withholding of restricted stock units granted in February 2025 which settled in cash based on fair market value on February 3, 2026, the date on which vesting was accelerated to satisfy the reporting person's tax liability. This is authorized in the applicable restricted stock unit award agreement.

4. Represents restricted stock units granted February 1, 2024 for performance year 2023.

5. Represents restricted stock units granted February 1, 2024 for performance year 2024

6. Represents restricted stock units granted February 4, 2025 for performance year 2024.

7. Represents restricted stock units granted February 4, 2025, for performance year 2025.

8. Represents restricted stock units granted February 3, 2026, for performance year 2025.

9. Each restricted stock unit will be settled in cash based on the Company's average fair market value of the underlying shares of common stock over the fifteen trading days preceding the vesting date.

10. Represents restricted stock units granted February 3, 2026, for performance year 2026.

Remarks:

	/s/ Blaise F. Brennan (POA on file)	02/05/2026
	** 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 activity did Capital One (COF) report for its CEO?

Capital One’s CEO Richard D. Fairbank reported equity-compensation activity on February 3, 2026. Several restricted stock units were withheld and settled in cash to cover tax liabilities, and he also received new cash-settled RSU grants vesting in 2029 while maintaining a large direct common stock holding.

How many Capital One (COF) shares does CEO Richard Fairbank own after this Form 4?

After the reported transactions, Richard D. Fairbank directly owned 4,001,232 Capital One common shares. This figure reflects equity activity on February 3, 2026, including automatic tax-related withholdings linked to restricted stock units and corresponding movements in his share balance.

What new restricted stock units did the Capital One (COF) CEO receive?

The CEO received new cash-settled restricted stock unit awards of 26,865 units and 11,194 units. These RSUs were granted on February 3, 2026, for performance years 2025 and 2026 and are scheduled to vest on February 15, 2029, with settlement in cash.

How are the Capital One (COF) CEO’s restricted stock units settled?

Each restricted stock unit will be settled in cash, not shares. The cash value is based on Capital One’s average fair market value of the underlying common stock over the fifteen trading days immediately preceding the vesting date specified in the awards.

What do the tax withholding transactions mean in the Capital One (COF) Form 4?

The Form 4 shows automatic withholding of RSUs to satisfy the CEO’s tax liability. Units from 2024 and 2025 grants vested early, with corresponding amounts settled in cash at $223.34 per share under award agreements that authorize such tax-related withholdings.

Which performance years are covered by the Capital One (COF) CEO’s reported RSUs?

The reported RSUs relate to performance years 2023, 2024, 2025, and 2026. Footnotes explain that earlier grants in 2024 and 2025 covered 2023–2025 performance, while the February 3, 2026 grants cover performance years 2025 and 2026 with vesting in 2029.