Capital One (NYSE: COF) risk chief gets 4,477-share award, 2,020 withheld

Rhea-AI Filing Summary

CAPITAL ONE FINANCIAL CORP Chief Enterprise Risk Officer Kara West reported a compensation-related stock award and associated tax withholding. On March 9, 2026, she acquired 4,477 shares of common stock at $0.00 per share through a performance share payout. The award was earned under a three-year performance program tied to common dividends plus growth of tangible book value per share and adjusted ROTCE versus a peer group, and includes dividend-equivalent shares. To cover taxes on this settlement, 2,020 shares were automatically withheld by the company at $185.73 per share under the award terms. After these transactions, West directly holds 46,665 common shares, including shares accumulated through the associate stock purchase plan.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider West Kara

Role Chief Enterprise Risk Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	4,477	$0.00	--
Tax Withholding	Common Stock	2,020	$185.73	$375K

Holdings After Transaction: Common Stock — 48,685 shares (Direct)

Footnotes (1)

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. Includes shares acquired by the reporting person through the Company's Associate Stock Purchase Plan since the last reported transaction. 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.

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^*

West Kara

(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)
	Chief Enterprise Risk Officer

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)		4,477	A	$0	48,685(2)	D
Common Stock	03/09/2026		F(3)		2,020	D	$185.73	46,665	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. Includes shares acquired by the reporting person through the Company's Associate Stock Purchase Plan since the last reported transaction.

3. 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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Kara West report in this Capital One (COF) Form 4 filing?

Kara West reported a stock award and related tax withholding. She received 4,477 Capital One common shares from a performance share payout, while 2,020 shares were withheld by the company to satisfy tax obligations tied to the award settlement.

How many Capital One (COF) shares does Kara West hold after these transactions?

After the transactions, Kara West directly holds 46,665 Capital One common shares. This figure includes shares obtained through the company’s associate stock purchase plan in addition to the recently settled performance share award and prior holdings.

Was Kara West’s Capital One (COF) share activity an open-market trade?

No, the activity was not an open-market trade. The 4,477 shares were issued as a performance-based compensation award, and 2,020 shares were automatically withheld by Capital One solely to cover tax obligations associated with that award’s settlement.

What performance metrics determined Kara West’s Capital One (COF) share award?

The award was based on Capital One’s common dividends plus growth of tangible book value per share and adjusted ROTCE, measured against a peer group of companies over a three-year performance period, including dividend-equivalent shares accrued under the same grant.

What does the F-coded transaction mean in Kara West’s Capital One (COF) filing?

The F-coded transaction represents tax withholding, not a market sale. Capital One automatically withheld 2,020 shares at $185.73 per share to pay Kara West’s tax liability triggered by settlement of her performance share award.

How were the 4,477 Capital One (COF) shares in Kara West’s award calculated?

The 4,477 shares reflect the payout from a performance share grant made January 26, 2023 and amended November 2, 2023, determined by actual performance against specified financial metrics, plus dividend shares accrued under that same grant.