FAIRBANK RICHARD D 4

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.