Capital One (COF) CIO receives performance share award with tax withholding

Rhea-AI Filing Summary

Capital One Financial Corp Chief Information Officer Robert M. Alexander reported stock-based compensation activity in the form of performance share awards. On March 9, 2026, he acquired 9,957 shares of Common Stock at $0.00 per share as a grant/award earned under a performance share program tied to multi-year financial metrics.

On the same date, 4,491 shares of Common Stock were automatically withheld at $185.73 per share to cover tax obligations related to the settlement of those performance shares, as authorized in the award agreement. Following these transactions, he directly holds 77,292 shares of Common Stock and has additional indirect holdings of 100 shares through The Alexander Fund and 2 shares through the Robert M. Alexander UGMA.

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^*

Alexander Robert M.

(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 Information 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)		9,957	A	$0	81,783	D
Common Stock	03/09/2026		F(2)		4,491	D	$185.73	77,292	D
Common Stock								100	I	The Alexander Fund
Common Stock								2	I	Robert M. Alexander UGMA

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).
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 COF Chief Information Officer Robert M. Alexander report?

Robert M. Alexander reported a stock-based compensation event. He received 9,957 shares of Capital One Common Stock as a performance share award and had 4,491 shares withheld to cover related tax obligations, all recorded on March 9, 2026.

How many Capital One (COF) shares did the CIO acquire and at what price?

He acquired 9,957 shares of Capital One Common Stock at $0.00 per share. These shares were earned under a performance share award, meaning they represent compensation based on company performance rather than an open-market purchase.

Why were 4,491 Capital One (COF) shares withheld from the CIO’s award?

The 4,491 shares were automatically withheld by Capital One to satisfy Robert M. Alexander’s tax obligations from settling his performance shares. This tax-withholding disposition was authorized under the performance share award agreement and is not an open-market sale.

What are Robert M. Alexander’s Capital One (COF) shareholdings after the reported transactions?

After the transactions, he directly holds 77,292 Capital One Common Stock shares. In addition, he has indirect holdings of 100 shares through The Alexander Fund and 2 shares through the Robert M. Alexander UGMA, both reported as indirect ownership.

How were the Capital One (COF) performance shares earned by the CIO determined?

The performance shares were earned under an award granted January 26, 2023 and amended November 2, 2023. Payout depended on Common Dividends plus Tangible Book Value per Share growth and Adjusted ROTCE versus peers over a three-year performance period.

Does this Capital One (COF) Form 4 show any open-market buying or selling by the CIO?

The Form 4 shows a performance-based share award and tax-withholding share disposition, not open-market trades. The acquisition reflects compensation, while the 4,491-share disposition strictly covers tax liabilities tied to the performance share settlement.