Capital One (NYSE: COF) president logs RSU vesting and tax share withholding

Rhea-AI Filing Summary

Capital One Financial’s President of Global Payment Network, Jason P. Hanson, reported routine equity compensation activity on 02/01/2026. Several blocks of restricted stock units converted one-for-one into common stock, adding 1,087, 5,996, and 3,890 shares, respectively.

To cover associated tax obligations, the issuer automatically withheld 348, 2,135, and 1,724 shares at a price of $218.93 per share. Following these transactions, Hanson directly owned 39,245 shares of common stock and continued to hold restricted stock units, including awards of 5,996 units vesting in two equal annual installments and 3,890 units vesting in three equal annual installments beginning 02/01/2026.

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^*

Hanson Jason P.

(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.- Global Payment Network

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

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	02/01/2026		M		1,087	A	(1)	33,566	D
Common Stock	02/01/2026		F(2)		348	D	$218.93	33,218	D
Common Stock	02/01/2026		M		5,996	A	(1)	39,214	D
Common Stock	02/01/2026		F(2)		2,135	D	$218.93	37,079	D
Common Stock	02/01/2026		M		3,890	A	(1)	40,969	D
Common Stock	02/01/2026		F(2)		1,724	D	$218.93	39,245	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
Restricted Stock Units(3)	$0(1)	02/01/2026		M			1,087	02/01/2026	02/01/2026	Common Stock	1,087	$0	0	D
Restricted Stock Units(3)	$0(1)	02/01/2026		M			5,996	(4)	(4)	Common Stock	5,996	$0	5,996	D
Restricted Stock Units(3)	$0(1)	02/01/2026		M			3,890	(5)	(5)	Common Stock	3,890	$0	7,776	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis

2. Represents the automatic withholding by the issuer to satisfy the reporting person's tax obligations associated with the vesting of previously granted restricted stock units. This is authorized in the applicable restricted stock award agreement.

3. Shares of Issuer common stock in respect of restricted stock unit awards. Reflects restricted stock unit awards in respect of shares of common stock of Discover Financial Services that were converted into restricted stock unit awards in respect of shares of common stock of the Issuer.

4. The restricted stock units vest in two equal annual installments beginning 02/01/2026.

5. The restricted stock units vest in three equal annual installments beginning 02/01/2026.

Remarks:

	/s/ Blaise F. Brennan (POA on file)	02/03/2026
	** 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).
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FAQ

What insider transaction did Capital One (COF) report for Jason P. Hanson?

Jason P. Hanson reported routine equity compensation activity, with restricted stock units converting into Capital One common stock and a portion of shares automatically withheld to cover tax obligations associated with the vesting events on 02/01/2026.

How many Capital One (COF) shares does Jason P. Hanson hold after this Form 4?

After the reported transactions, Jason P. Hanson directly beneficially owned 39,245 shares of Capital One common stock. This reflects RSU conversions into shares, net of automatic share withholding used to satisfy tax obligations tied to the vesting.

What RSU vesting activity for Capital One (COF) was disclosed on 02/01/2026?

Restricted stock units converted into common stock in three blocks of 1,087, 5,996, and 3,890 shares on 02/01/2026. These RSUs convert one-for-one into Capital One common shares under previously granted equity awards.

Why were some Capital One (COF) shares withheld in Jason P. Hanson’s Form 4?

Shares were automatically withheld by Capital One to satisfy Jason P. Hanson’s tax obligations on vested restricted stock units. Withholdings totaled 348, 2,135, and 1,724 shares at a price of $218.93 per share, as authorized in the equity award agreements.

What are the vesting schedules of Jason P. Hanson’s remaining Capital One (COF) RSUs?

Remaining restricted stock units include awards vesting in two equal annual installments and three equal annual installments, both beginning 02/01/2026. These RSUs represent shares of Capital One common stock deliverable upon future vesting dates.

Is Jason P. Hanson considered a major shareholder of Capital One (COF)?

In this filing, Jason P. Hanson is identified as an officer, serving as President of Global Payment Network, and is not marked as a 10% owner. The Form 4 focuses on his officer-related equity compensation activity.