Capital One director granted 1,294 RSUs

SHATTUCK MAYO A III reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

SHATTUCK MAYO A III reported acquisition or exercise transactions in this Form 4 filing.

Capital One Financial director Mayo A. Shattuck III received a grant of 1,294 restricted stock units of common stock on May 8, 2026 as compensation. These units vest in full on May 8, 2027, and will also generate additional shares for dividends accrued until settlement. Following this award, he directly owns 67,911 shares, including shares credited for previously accrued dividends.

Insider Trade Summary

Grant/Award: 1,294 shares

Grant/Award 1 txn

Insider SHATTUCK MAYO A III

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,294	$0.00	$0.00

Holdings After Transaction: Common Stock — 67,911 shares (Direct)

Footnotes (2)

1. F1. Restricted stock units that vest in their entirety on May 8, 2027. The reporting person will also be entitled to additional shares representing dividends accrued on the shares issuable at settlement.
2. F2. Includes shares representing dividends accrued on shares that were issued upon vesting of restricted stock units and on deferred restricted stock units since the last reported transaction.

Key Figures

RSU grant: 1,294 restricted stock units Vesting date: May 8, 2027 Shares held after grant: 67,911 shares

3 metrics

RSU grant 1,294 restricted stock units Awarded May 8, 2026 to director Mayo A. Shattuck III

Vesting date May 8, 2027 Restricted stock units vest in full on this date

Shares held after grant 67,911 shares Direct Capital One common stock holdings following the transaction

Key Terms

restricted stock units, deferred restricted stock units, dividends accrued

3 terms

restricted stock units financial

"Restricted stock units that vest in their entirety on May 8, 2027."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

deferred restricted stock units financial

"and on deferred restricted stock units since the last reported transaction."

Deferred restricted stock units are promises by a company to give employees or executives company shares at a future date, subject to conditions like continued employment or performance targets; the delivery and tax event are intentionally delayed. They matter to investors because they affect when new shares may be issued and how executives are motivated—like a paycheck held in escrow that vests over time, influencing potential share dilution and management behavior.

dividends accrued financial

"shares representing dividends accrued on the shares issuable at settlement."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Capital One (COF) report for Mayo A. Shattuck III?

Capital One reported that director Mayo A. Shattuck III received 1,294 restricted stock units of common stock as a grant. This is a compensation-related award, not an open-market stock purchase or sale, and increases his direct equity-based position in the company.

When do Mayo A. Shattuck III’s new Capital One (COF) restricted stock units vest?

The 1,294 restricted stock units granted to Mayo A. Shattuck III vest in their entirety on May 8, 2027. Once vested and settled, the units convert into shares of Capital One common stock, adding to his existing directly held position in the company.

How many Capital One (COF) shares does Mayo A. Shattuck III hold after this grant?

After the restricted stock unit grant, Mayo A. Shattuck III directly holds 67,911 shares of Capital One common stock. This total includes shares representing dividends accrued on previously vested restricted stock units and on deferred restricted stock units since the last reported transaction.

Does the Capital One (COF) restricted stock unit grant include dividend-related shares?

Yes. The filing states the reporting person will receive additional shares representing dividends accrued on the shares issuable at settlement. It also notes his reported holdings include shares representing dividends accrued on previously vested and deferred restricted stock units since the last report.

Is Mayo A. Shattuck III’s Capital One (COF) Form 4 filing a stock purchase or sale?

The Form 4 reflects a grant of 1,294 restricted stock units categorized as a grant, award, or other acquisition. It is not an open-market purchase or sale, but a stock-based compensation event that increases his potential future share ownership once the units vest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/12/2026 - 04:58 PM EDT Learn about SEC filing dates

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^*

SHATTUCK MAYO A III

(Last) (First) (Middle)

1680 CAPITAL ONE DRIVE

(Street)

MCLEAN VIRGINIA 22102

(City) (State) (Zip)

UNITED STATES

(Country)

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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)	05/08/2026		A		1,294	A	$0	67,911(2)	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. Restricted stock units that vest in their entirety on May 8, 2027. The reporting person will also be entitled to additional shares representing dividends accrued on the shares issuable at settlement.

2. Includes shares representing dividends accrued on shares that were issued upon vesting of restricted stock units and on deferred restricted stock units since the last reported transaction.

Remarks:

	/s/ Katherine DeLuca (POA on file)	05/12/2026
	** 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.
* Form 4: SEC 1474 (03-26)