Capital One (NYSE: COF) CFO granted shares, some withheld for taxes

Rhea-AI Filing Summary

Capital One Financial Corp Chief Financial Officer Andrew M. Young received 7,656 shares of common stock on March 9, 2026 as a performance share award payout, reflecting prior grants tied to dividend growth, tangible book value growth, and adjusted ROTCE metrics.

To cover associated tax obligations, 3,453 shares were automatically withheld by the company at $185.73 per share under the award agreement. After these transactions, Young directly holds 59,186 shares of common stock and has indirect ownership of 59 shares held by a child.

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^*

Young Andrew 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 Financial 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)		7,656	A	$0	62,639(2)	D
Common Stock	03/09/2026		F(3)		3,453	D	$185.73	59,186	D
Common Stock								59	I	By Child

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. 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 did Capital One (COF) CFO Andrew M. Young report in this Form 4?

Andrew M. Young reported a grant of 7,656 Capital One common shares from a performance share award and the automatic withholding of 3,453 shares for taxes, leaving him with 59,186 directly held shares and 59 shares held indirectly through a child.

Was the Capital One (COF) CFO’s Form 4 transaction an open-market trade?

No, the activity reflects a compensation-related performance share payout and tax withholding. The 7,656 shares were earned under a long-term incentive award, while 3,453 shares were withheld by Capital One to satisfy tax obligations, rather than sold in the open market.

How many Capital One (COF) shares does the CFO hold after this Form 4?

After the reported transactions, Andrew M. Young directly holds 59,186 Capital One common shares. The filing also shows indirect ownership of 59 additional shares held by a child, giving context to his total reported equity exposure in the company’s stock.

What performance metrics drove the Capital One (COF) CFO’s share award?

The performance share award was 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. The 7,656 shares reflect the payout based on actual performance and accrued dividend shares.

Why were 3,453 Capital One (COF) shares withheld from the CFO’s award?

Capital One automatically withheld 3,453 shares to satisfy Andrew M. Young’s tax obligations arising from settlement of the performance shares. This withholding was authorized in the performance share award agreement and is treated as a tax-related disposition, not an open-market stock sale.