Capital One (NYSE: COF) grants 8,239 RSUs to top legal officer

Rhea-AI Filing Summary

Capital One Financial’s General Counsel and Corporate Secretary, Matthew W. Cooper, received an equity award tied to company stock. On February 3, 2026, he was granted 8,239 restricted stock units of common stock at a price of $0 per unit, classified as an acquired transaction.

Following this grant, Cooper beneficially owns 100,725 shares directly. The award will vest in one-third increments beginning on February 15, 2027 and annually thereafter, with each restricted stock unit representing a contingent right to receive one share of Capital One common stock.

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

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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^*

Cooper Matthew W

(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)
	General Counsel & Corp Secy

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	02/03/2026		A		8,239	A	$0	100,725	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. This restricted stock unit award will vest in 1/3 increments beginning on February 15, 2027 and annually thereafter. Each restricted stock unit represents a contingent right to receive one share of Company common stock.

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.

FAQ

What insider transaction did Capital One (COF) report for Matthew W. Cooper?

Capital One reported that General Counsel and Corporate Secretary Matthew W. Cooper received 8,239 restricted stock units on February 3, 2026. These units were granted at a price of $0 per unit and increased his directly beneficially owned shares to 100,725.

How many Capital One shares does Matthew W. Cooper own after this Form 4 filing?

After the reported equity grant, Matthew W. Cooper beneficially owns 100,725 Capital One common shares directly. This total reflects the addition of 8,239 restricted stock units granted on February 3, 2026, which each represent the right to receive one share upon vesting.

What is the vesting schedule for Matthew W. Cooper’s 8,239 Capital One restricted stock units?

The 8,239 restricted stock units will vest in one-third increments, starting on February 15, 2027 and annually thereafter. Each unit converts into one share of Capital One common stock as it vests, providing Cooper with stock-based compensation over multiple years.

What role does Matthew W. Cooper hold at Capital One (COF) in this insider filing?

In this insider transaction, Matthew W. Cooper is identified as an officer of Capital One, serving as General Counsel and Corporate Secretary. His position is disclosed in connection with the reported award of 8,239 restricted stock units of company common stock.

Was cash paid for the 8,239 Capital One restricted stock units reported for Matthew W. Cooper?

No cash was paid for this grant; the 8,239 restricted stock units were reported at a price of $0 per unit. This indicates they are a form of stock-based compensation awarded to Matthew W. Cooper as an officer of Capital One Financial.