Capital One (NYSE: COF) risk chief awarded 5,231 restricted stock units

Rhea-AI Filing Summary

Capital One Financial Corp.'s Chief Credit & Financial Risk Officer, Michael Zamsky, reported an equity award in the form of restricted stock units tied to the company’s common stock. On February 3, 2026, he acquired 5,231 shares at a stated price of $0, reflecting a grant rather than a market purchase.

After this award, Zamsky beneficially owns 32,595 shares of Capital One common stock in direct form. The restricted stock units will vest in one-third increments beginning on February 15, 2027 and annually thereafter, with each unit representing a contingent right to receive one share of common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Zamsky Michael

Role Chief Credit & Fin'l Risk Off.

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,231	$0.00	--

Holdings After Transaction: Common Stock — 32,595 shares (Direct)

Footnotes (1)

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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^*

Zamsky Michael

(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 Credit & Fin'l Risk Off.

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		5,231	A	$0	32,595	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 COF executive Michael Zamsky report?

Michael Zamsky reported receiving 5,231 shares of Capital One common stock as an equity award. The Form 4 shows this as an acquisition at $0 per share, indicating a granted restricted stock unit award rather than an open-market purchase.

What is the vesting schedule for Michael Zamsky’s COF restricted stock units?

The restricted stock unit award to Michael Zamsky vests in one-third increments. Vesting begins on February 15, 2027 and continues annually thereafter, with each restricted stock unit convertible into one share of Capital One common stock upon vesting, subject to award terms.

How many COF shares does Michael Zamsky own after this transaction?

Following the reported equity award, Michael Zamsky beneficially owns 32,595 shares of Capital One common stock. The ownership is reported as direct, meaning the shares are held in his own name rather than through an intermediate entity or indirect arrangement.

Was cash paid for the COF shares reported in this Form 4?

The Form 4 lists a price of $0 per share for the 5,231 Capital One shares. This indicates the transaction reflects a company-granted restricted stock unit award, not a cash purchase on the open market at a prevailing trading price.

What role does Michael Zamsky hold at Capital One Financial Corp.?

Michael Zamsky serves as Capital One Financial Corp.’s Chief Credit & Financial Risk Officer. His Form 4 filing associates the reported restricted stock unit award with this officer role, indicating it is part of his executive compensation arrangement with the company.

How do the restricted stock units reported for COF convert into shares?

Each restricted stock unit in Michael Zamsky’s award represents a contingent right to receive one share of Capital One common stock. As the units vest in one-third increments starting February 15, 2027, the vested units can settle into an equivalent number of common shares.