Capital One (COF) executive earns 8,342 shares; 3,624 withheld for taxes

Rhea-AI Filing Summary

CAPITAL ONE FINANCIAL CORP executive Neal Blinde received a stock-based compensation award and related tax withholding. On March 9, 2026, he acquired 8,342 shares of common stock at no cost as a payout from a performance share award granted in January 2023 and amended in November 2023, based on company performance metrics over a three-year period. To cover associated taxes, 3,624 shares were automatically withheld by the company at a price of $185.73 per share under the award’s terms. After these transactions, he directly owned 38,269 shares 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

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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^*

Blinde Neal

(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)
	President, Commercial Banking

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)		8,342	A	$0	41,893	D
Common Stock	03/09/2026		F(2)		3,624	D	$185.73	38,269	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
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).
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FAQ

What did Capital One (COF) executive Neal Blinde report in this Form 4?

Neal Blinde reported a performance-based stock award and related tax withholding. He received 8,342 Capital One common shares at no cost and had 3,624 shares automatically withheld to cover taxes, leaving him with 38,269 directly owned shares after the transactions.

Was Neal Blinde’s Form 4 transaction for Capital One (COF) an open-market trade?

No, the Form 4 reflects compensation and tax withholding, not open-market trading. Blinde received 8,342 performance shares as an award, while 3,624 shares were withheld by the company to satisfy tax obligations under the performance share award agreement.

How many Capital One (COF) shares did Neal Blinde own after these Form 4 transactions?

After the reported transactions, Neal Blinde directly owned 38,269 shares of Capital One common stock. This reflects the 8,342 performance shares received and the 3,624 shares withheld by the company to cover tax obligations related to the performance share award settlement.

What triggered Neal Blinde’s performance share payout at Capital One (COF)?

The payout was triggered by a performance share award granted on January 26, 2023 and amended November 2, 2023. Shares were earned based on Capital One’s Common Dividends plus Growth of Tangible Book Value per Share and Adjusted ROTCE versus a peer group over a three-year period.

Why were 3,624 Capital One (COF) shares withheld in Neal Blinde’s Form 4?

The 3,624 shares were automatically withheld by Capital One to satisfy Neal Blinde’s tax obligations from settling the performance share award. This tax-withholding disposition was authorized in the performance share award agreement and does not represent a discretionary sale in the open market.