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CAPITAL ONE FINANCIAL CORP·4

Feb 5, 5:06 PM ET

FAIRBANK RICHARD D 4

4 · CAPITAL ONE FINANCIAL CORP · Filed Feb 5, 2026

Research Summary

AI-generated summary of this filing

Updated

Capital One (COF) CEO Richard Fairbank Exercises Options, Withholds Shares

What Happened

  • Richard D. Fairbank, Chairman and CEO of Capital One Financial Corp (COF), exercised derivative awards covering a total of 1,048 shares on Feb 3, 2026 at an exercise price of $223.34 per share (exercise price paid ≈ $234,060).
  • To satisfy the exercise price and tax obligations, a total of 1,048 shares were withheld/disposed (cashless/withholding treatment) for the same dollar amounts (~$234,060).
  • On the same date Fairbank was granted restricted stock units (RSUs) totaling 38,059 shares (26,865 + 11,194) tied to performance awards (granted Feb 3, 2026).

Key Details

  • Transaction date: February 3, 2026. Exercise price used: $223.34 per share for 1,048 shares. Total exercise/withholding amount ≈ $234,060.
  • Shares exercised: 439 + 202 + 271 + 136 = 1,048 shares. RSU grants: 26,865 and 11,194 (total 38,059 RSUs).
  • Shares owned after the reported transactions: not specified in the provided filing.
  • Notable footnotes: F1 and F3 describe automatic withholding of prior RSUs (granted Feb 2024 and Feb 2025) that settled in cash to cover taxes when vesting was accelerated; F10/F8 relate to RSUs granted Feb 3, 2026; F9 notes RSUs are settled in cash based on average fair market value over the 15 trading days preceding vesting.
  • Transaction codes: M = option/derivative exercise, F = payment of exercise price/tax withholding, A = grant/award.
  • Filing timeliness: no late-filing indication in the provided data.

Context

  • This was an option exercise with simultaneous withholding to cover the exercise price and tax liabilities (common "sell/withhold to cover" practice), not an open-market sale expressing a change of opinion. The derivative entries showing $0 disposed reflect conversion/settlement of the derivative instruments.
  • The newly granted RSUs are performance awards and, per the filing footnotes, may settle in cash based on average fair market value at vesting; such grants are standard compensation and do not alone indicate intent to buy or sell stock.

Insider Transaction Report

Form 4
Period: 2026-02-03
CAPITAL ONE FINANCIAL CORPCOF
FAIRBANK RICHARD D
DirectorChairman and CEO
Transactions
  • Exercise/Conversion

    Common Stock

    [F1][F2]
    2026-02-03$223.34/sh+439$98,046→ 4,001,671 total
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-03$223.34/sh+202$45,115→ 4,001,873 total
  • Exercise/Conversion

    Common Stock

    [F3]
    2026-02-03$223.34/sh+271$60,525→ 4,002,144 total
  • Exercise/Conversion

    Common Stock

    [F3]
    2026-02-03$223.34/sh+136$30,374→ 4,002,280 total
  • Tax Payment

    Common Stock

    [F1]
    2026-02-03$223.34/sh−439$98,046→ 4,001,841 total
  • Tax Payment

    Common Stock

    [F1]
    2026-02-03$223.34/sh−202$45,115→ 4,001,639 total
  • Tax Payment

    Common Stock

    [F3]
    2026-02-03$223.34/sh−271$60,525→ 4,001,368 total
  • Tax Payment

    Common Stock

    [F3]
    2026-02-03$223.34/sh−136$30,374→ 4,001,232 total
  • Exercise/Conversion

    2024 Restricted Stock Units

    [F4][F1]
    2026-02-03−439→ 34,111 total
    Exercise: $0.00From: 2027-02-15Exp: 2027-02-15→ Common Stock (439 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F5][F1]
    2026-02-03−202→ 18,176 total
    Exercise: $0.00From: 2027-02-15Exp: 2027-02-15→ Common Stock (202 underlying)
  • Exercise/Conversion

    2025 Restricted Stock Units

    [F6][F3]
    2026-02-03−271→ 24,715 total
    Exercise: $0.00From: 2028-02-15Exp: 2028-02-15→ Common Stock (271 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F7][F3]
    2026-02-03−136→ 12,357 total
    Exercise: $0.00From: 2028-02-15Exp: 2028-02-15→ Common Stock (136 underlying)
  • Award

    Restricted Stock Units

    [F8][F9]
    2026-02-03+26,865→ 26,865 total
    Exercise: $0.00From: 2029-02-15Exp: 2029-02-15→ Common Stock (26,865 underlying)
  • Award

    Restricted Stock Units

    [F10][F9]
    2026-02-03+11,194→ 11,194 total
    Exercise: $0.00From: 2029-02-15Exp: 2029-02-15→ Common Stock (11,194 underlying)
Footnotes (10)
  • [F1]Represents the automatic withholding of restricted stock units granted in February 2024 which settled in cash based on fair market value on February 3, 2026, the date on which vesting was accelerated to satisfy the reporting person's tax liability. This is authorized in the applicable restricted stock unit award agreement.
  • [F10]Represents restricted stock units granted February 3, 2026, for performance year 2026.
  • [F2]Includes shares acquired by the reporting person through the Company's Dividend Reinvestment Plan since the last reported transaction.
  • [F3]Represents the automatic withholding of restricted stock units granted in February 2025 which settled in cash based on fair market value on February 3, 2026, the date on which vesting was accelerated to satisfy the reporting person's tax liability. This is authorized in the applicable restricted stock unit award agreement.
  • [F4]Represents restricted stock units granted February 1, 2024 for performance year 2023.
  • [F5]Represents restricted stock units granted February 1, 2024 for performance year 2024
  • [F6]Represents restricted stock units granted February 4, 2025 for performance year 2024.
  • [F7]Represents restricted stock units granted February 4, 2025, for performance year 2025.
  • [F8]Represents restricted stock units granted February 3, 2026, for performance year 2025.
  • [F9]Each restricted stock unit will be settled in cash based on the Company's average fair market value of the underlying shares of common stock over the fifteen trading days preceding the vesting date.
Signature
/s/ Blaise F. Brennan (POA on file)|2026-02-05

Documents

1 file
  • 4
    wk-form4_1770329197.xmlPrimary

    FORM 4