Capital One (NYSE: COF) exec shares withheld to cover RSU taxes

Rhea-AI Filing Summary

CAPITAL ONE FINANCIAL CORP executive Celia Karam, President of the Retail Bank, reported three tax-related share dispositions of common stock. On February 15, 2026, a total of 1,008, 1,093, and 917 shares were automatically withheld at $207.37 per share to cover tax obligations on vesting restricted stock units granted on January 26, 2023, February 1, 2024, and February 4, 2025. After these automatic withholdings, she directly owned 61,970 common shares.

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^*

Karam Celia

(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)
	Pres, Retail Bank

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)		1,008	D	$207.37	63,980	D
Common Stock	02/15/2026		F(2)		1,093	D	$207.37	62,887	D
Common Stock	02/15/2026		F(3)		917	D	$207.37	61,970	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 transactions did COF executive Celia Karam report?

Celia Karam reported three automatic share dispositions used to cover tax obligations. On February 15, 2026, 1,008, 1,093, and 917 Capital One common shares were withheld by the issuer in connection with the vesting of previously granted restricted stock units.

Were the COF insider share dispositions open-market sales?

No, the COF insider transactions were tax-withholding dispositions, not open-market sales. The issuer automatically withheld shares to satisfy Karam’s tax liabilities arising from restricted stock units that vested under award agreements dated in 2023, 2024, and 2025.

What price was used for Celia Karam’s COF tax-withholding transactions?

Each of the reported COF tax-withholding dispositions used a price of $207.37 per share. This price was applied to the 1,008, 1,093, and 917 common shares withheld to satisfy Karam’s tax obligations on the vesting restricted stock units.

How many COF shares does Celia Karam hold after these transactions?

After the reported tax-withholding dispositions, Celia Karam directly holds 61,970 Capital One common shares. This figure reflects her remaining ownership following the issuer’s automatic withholding of shares to cover tax liabilities tied to vesting restricted stock units.

What role does Celia Karam hold at Capital One Financial Corp?

Celia Karam serves as President of the Retail Bank at Capital One Financial Corp. Her Form 4 filing reflects personal equity compensation activity, including restricted stock units that vested and triggered automatic share withholdings to meet associated tax obligations.

Which equity awards triggered the COF tax-withholding share dispositions?

The tax-withholding dispositions relate to restricted stock units granted on January 26, 2023, February 1, 2024, and February 4, 2025. As these units vested, Capital One automatically withheld common shares from Karam’s holdings to satisfy the resulting tax obligations.