FAIRBANK RICHARD D 4

What Happened
Richard D. Fairbank, Chairman and CEO of Capital One Financial Corp (COF), had restricted stock units (derivative awards) settle on February 15, 2026 and the awards were cash-settled to the issuer. Two award lots — 24,021 shares and 21,008 shares — were settled at $218.50 per share, producing cash proceeds of $5,248,589 and $4,590,248, respectively (total ≈ $9,838,837). The Form 4 records the exercise/conversion of the derivatives (code M) and the disposition to the issuer (code D).

Key Details

• Transaction date: February 15, 2026; Form 4 filed February 18, 2026 (appears timely).
• Price per share (cash settlement): $218.50.
• Shares settled/disposed: 24,021 and 21,008 (total 45,029).
• Cash proceeds: $5,248,589 and $4,590,248 (total ≈ $9,838,837).
• Shares owned after the transaction: not specified in the provided filing excerpt.
• Footnotes: F1 notes RSUs were settled in cash based on the company's average fair market value over the 15 trading days preceding vesting. F2 and F3 indicate these RSUs were grants dated Jan 26, 2023 for performance years 2022 and 2023.
• Transaction codes: M = exercise/conversion of derivative; D = disposition to issuer (cash settlement).

Context
This was a compensation-related cash settlement of restricted stock units (RSUs), effectively converting vested awards to cash rather than retaining open-market shares. Such cash settlements are routine for executive award vesting and do not necessarily indicate buying or selling sentiment about the company.