Capital One (NYSE: COF) counsel reports tax-withholding share transfers

Rhea-AI Filing Summary

CAPITAL ONE FINANCIAL CORP General Counsel and Corporate Secretary Matthew W. Cooper reported tax-withholding dispositions of company common stock tied to restricted stock unit vesting. On February 15, 2026, a total of 4,474 shares were automatically withheld at $207.37 per share to cover tax obligations.

The shares relate to RSU awards originally granted on January 26, 2023, February 1, 2024, and February 4, 2025, and the transactions were authorized under the applicable award agreements. After these dispositions, Cooper directly owned 96,251 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^*

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)
02/15/2026

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	02/15/2026		F(1)		1,536	D	$207.37	99,189	D
Common Stock	02/15/2026		F(2)		1,735	D	$207.37	97,454	D
Common Stock	02/15/2026		F(3)		1,203	D	$207.37	96,251	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. Represents the automatic withholding by the issuer to satisfy the reporting person's tax obligation associated with the vesting of restricted stock units granted on January 26, 2023. This is authorized in the applicable restricted stock award agreement.

2. Represents the automatic withholding by the issuer to satisfy the reporting person's tax obligation associated with the vesting of restricted stock units granted on February 1, 2024. This is authorized in the applicable restricted stock award agreement.

3. Represents the automatic withholding by the issuer to satisfy the reporting person's tax obligation associated with the vesting of restricted stock units granted on February 4, 2025. This is authorized in the applicable restricted stock award agreement.

Remarks:

	/s/ Blaise F. Brennan (POA on file)	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Matthew W. Cooper report at CAPITAL ONE FINANCIAL CORP (COF)?

Matthew W. Cooper reported automatic tax-withholding dispositions of company common stock. The shares were withheld by the issuer to cover tax obligations arising from the vesting of several restricted stock unit awards granted in 2023, 2024, and 2025.

How many CAPITAL ONE (COF) shares were withheld for Matthew W. Cooper’s taxes?

A total of 4,474 Capital One common shares were withheld to satisfy tax obligations. The dispositions occurred in three separate transactions of 1,536, 1,735, and 1,203 shares, each priced at $207.37 per share on February 15, 2026.

What was the price per share for Matthew W. Cooper’s tax-withholding transactions in COF stock?

Each tax-withholding disposition was reported at $207.37 per share. This price applied to all three automatic withholdings of Capital One common stock executed on February 15, 2026 to cover Cooper’s tax obligations from restricted stock unit vesting.

Why were Matthew W. Cooper’s CAPITAL ONE (COF) shares disposed of in these transactions?

The shares were automatically withheld by Capital One to satisfy Cooper’s tax obligations. The footnotes state the dispositions relate to RSU vesting from grants dated January 26, 2023, February 1, 2024, and February 4, 2025, as authorized in the relevant award agreements.

How many CAPITAL ONE (COF) shares does Matthew W. Cooper own after the reported transactions?

After the reported tax-withholding dispositions, Matthew W. Cooper directly owned 96,251 shares of Capital One common stock. This figure reflects his ownership following the final automatic withholding transaction recorded on February 15, 2026.

Do Matthew W. Cooper’s COF tax-withholding transactions indicate open-market selling activity?

These transactions do not indicate open-market selling. They are coded as tax-withholding dispositions, meaning the issuer automatically withheld shares to pay taxes due on vested RSUs, rather than discretionary sales initiated in the open market.