Capital One (COF) director granted 1,294 restricted stock units vesting in 2027

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Killalea Peter Thomas reported acquisition or exercise transactions in this Form 4 filing.

CAPITAL ONE FINANCIAL CORP director Peter Thomas Killalea received an equity grant in the form of restricted stock units. On May 8, 2026, he was awarded 1,294 shares of common stock at no purchase price as a grant or award. These restricted stock units vest in full on May 8, 2027, at which time the shares become deliverable. After this award, he holds 21,378 shares of Capital One common stock directly, a figure that includes shares representing dividends accrued on previously vested and deferred restricted stock units since the last reported transaction.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Killalea Peter Thomas

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,294	$0.00	--

Holdings After Transaction: Common Stock — 21,378 shares (Direct, null)

Footnotes (1)

Restricted stock units that vest in their entirety on May 8, 2027. The reporting person will also be entitled to additional shares representing dividends accrued on the shares issuable at settlement. Includes shares representing dividends accrued on shares that were issued upon vesting of restricted stock units and on deferred restricted stock units since the last reported transaction.

Key Figures

RSU grant size: 1,294 shares Grant price per share: $0.00 per share Shares after transaction: 21,378 shares +1 more

4 metrics

RSU grant size 1,294 shares Restricted stock units awarded on May 8, 2026

Grant price per share $0.00 per share Equity grant, no purchase price

Shares after transaction 21,378 shares Total Capital One common stock held directly after grant

Vesting date May 8, 2027 RSUs vest in full on this date

Key Terms

Restricted stock units, dividends accrued, deferred restricted stock units, Grant, award, or other acquisition

4 terms

Restricted stock units financial

"Restricted stock units that vest in their entirety on May 8, 2027."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

dividends accrued financial

"entitled to additional shares representing dividends accrued on the shares issuable at settlement."

deferred restricted stock units financial

"on deferred restricted stock units since the last reported transaction."

Deferred restricted stock units are promises by a company to give employees or executives company shares at a future date, subject to conditions like continued employment or performance targets; the delivery and tax event are intentionally delayed. They matter to investors because they affect when new shares may be issued and how executives are motivated—like a paycheck held in escrow that vests over time, influencing potential share dilution and management behavior.

Grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

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Form 4 Insider Transactions: What Each Field Means →

05/12/2026 - 04:59 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Killalea Peter Thomas

(Last)

(First)

(Middle)

1680 CAPITAL ONE DRIVE

(Street)

MCLEAN

VIRGINIA

22102

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CAPITAL ONE FINANCIAL CORP [ COF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	05/08/2026		A		1,294	A	$0	21,378⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Restricted stock units that vest in their entirety on May 8, 2027. The reporting person will also be entitled to additional shares representing dividends accrued on the shares issuable at settlement.

2. Includes shares representing dividends accrued on shares that were issued upon vesting of restricted stock units and on deferred restricted stock units since the last reported transaction.

Remarks:

	/s/ Katherine DeLuca (POA on file)	05/12/2026
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Capital One (COF) director Peter Killalea report?

Director Peter Thomas Killalea reported an acquisition of 1,294 shares of Capital One common stock as a grant of restricted stock units. The award carries no purchase price and represents equity-based compensation rather than an open-market share purchase or sale.

When do Peter Killalea’s newly granted Capital One (COF) restricted stock units vest?

The 1,294 restricted stock units granted to Peter Killalea vest in their entirety on May 8, 2027. Once vested, the units settle into Capital One common shares, increasing his directly held stock position, subject to any applicable company and tax requirements.

How many Capital One (COF) shares does Peter Killalea hold after this Form 4 transaction?

Following the reported grant, Peter Killalea directly holds 21,378 shares of Capital One common stock. This amount includes shares representing dividends accrued on previously vested and deferred restricted stock units since his last reported transaction, as described in the footnotes.

Was Peter Killalea’s Capital One (COF) Form 4 transaction a market buy or sell?

The transaction was not a market buy or sell; it was coded as an acquisition from a grant or award (transaction code A). He received 1,294 restricted stock units at a price of $0.00 per share as part of his equity compensation.

Do Peter Killalea’s Capital One (COF) restricted stock units include dividend accruals?

Yes. The footnotes state he will be entitled to additional shares for dividends accrued on the shares issuable at settlement. His current holdings also include shares representing dividends accrued on previously vested and deferred restricted stock units since the last report.