Capital One (COF) HR chief gets 5,316 performance shares, 2,398 withheld for taxes

Rhea-AI Filing Summary

Capital One Financial’s Chief Human Resources Officer, Kaitlin Haggerty, reported routine equity compensation activity. On 2026-03-09, she received 5,316 shares of Common Stock as a performance share award, with no cash paid for the shares. The award was based on company metrics such as Common Dividends plus Growth of Tangible Book Value per Share and Adjusted ROTCE over a three-year period, including accrued dividend shares. To cover associated taxes, 2,398 shares were automatically withheld by the company, as authorized in the award agreement. After these transactions, she directly held 50,561 shares of Capital One 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^*

Haggerty Kaitlin

(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 Human Resources 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)		5,316	A	$0	52,959(2)(3)	D
Common Stock	03/09/2026		F(4)		2,398	D	$185.73	50,561	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. Includes shares acquired by the reporting person through the Company's Associate Stock Purchase Plan since the last reported transaction.

3. Includes shares acquired by the reporting person through the Company's Dividend Reinvestment Plan since the last reported transaction.

4. 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.
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FAQ

What insider transaction did Capital One (COF) report for Kaitlin Haggerty?

Capital One reported that Chief Human Resources Officer Kaitlin Haggerty received a grant of 5,316 shares of Common Stock, tied to a performance share award, with a portion of the shares withheld to satisfy tax obligations related to that equity compensation.

Was the Capital One (COF) Form 4 transaction a market purchase or sale?

The Form 4 shows no open-market buy or sell. It records a grant of performance-based shares and an automatic share withholding for taxes, which is a compensation and tax-settlement mechanism rather than a discretionary trade in the open market.

How many Capital One (COF) shares did Kaitlin Haggerty receive and at what price?

Kaitlin Haggerty received 5,316 Common Stock shares at a price per share of $0.0000, reflecting a performance-based equity award rather than a cash purchase. The award was earned based on specified three-year company performance criteria and accrued dividends.

Why were some of Kaitlin Haggerty’s Capital One (COF) shares withheld?

The filing states 2,398 shares were automatically withheld to satisfy her tax obligation from settling the performance share award. This withholding was authorized in the performance share award agreement and functions as a tax payment, not an open-market sale.

How many Capital One (COF) shares does Kaitlin Haggerty hold after this Form 4?

After the reported transactions, Kaitlin Haggerty directly holds 50,561 shares of Capital One Common Stock. This total reflects the net effect of the performance share award received and the automatic share withholding to cover associated tax liabilities.

What performance metrics determined Kaitlin Haggerty’s Capital One (COF) share award?

The performance share award was 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, including dividend-equivalent shares accrued under the same grant.