FAIRBANK RICHARD D 4

4 · CAPITAL ONE FINANCIAL CORP · Filed Mar 11, 2026

AI-generated summary of this filing

Updated Mar 12, 2026

Capital One CEO Richard Fairbank Receives Performance Shares; Shares Withheld

What Happened

Richard D. Fairbank, Chairman and CEO of Capital One Financial Corp (COF), received two grants of performance shares that settled on 2026-03-09 totaling 122,539 shares (55,638 and 66,901 shares). To satisfy tax obligations on the settlement, the company automatically withheld 55,266 shares (25,093 and 30,173 shares) at $185.73 per share, representing cash value of about $10.26 million ($4.66M and $5.60M respectively). These were awards/settlement actions, not open-market sales.

Key Details

Transaction date: 2026-03-09; reported on Form 4 filed 2026-03-11 (appears timely).
Awards: 55,638 and 66,901 performance shares granted/settled (total 122,539).
Withheld for taxes (code F): 25,093 and 30,173 shares at $185.73 each (total withheld 55,266 shares; ~$10,264,554).
Shares owned after transaction: not specified in the filing.
Notable footnotes:
- The grants were performance-based awards originally granted Jan 26, 2023 (amended Nov 2, 2023). One award was tied to dividends + growth of tangible book value per share and adjusted ROTCE vs peers; the other to total shareholder return vs peers (three-year performance period). Dividend shares accrued are included in the payout.
- Withholding of shares to cover tax obligations was authorized in the award agreement (common practice for equity settlements).
- Filing includes shares acquired via the company’s Dividend Reinvestment Plan since the last reported transaction.

Context

These transactions reflect settlement of performance share awards and automatic share withholding for taxes — routine compensation mechanics for executives. They are not open-market sales that would reflect a decision to convert shares to cash. For retail investors, awards indicate executive compensation payout tied to long-term performance metrics; withholding simply satisfies tax obligations and reduces the net shares delivered.

Form 4

Period: 2026-03-09

DirectorChairman and CEO

Transactions

Award
Common Stock
[F1][F2]
2026-03-09+55,638→ 4,056,875 total
Tax Payment
Common Stock
[F3]
2026-03-09$185.73/sh−25,093$4,660,523→ 4,031,782 total
Award
Common Stock
[F4]
2026-03-09+66,901→ 4,098,683 total
Tax Payment
Common Stock
[F3]
2026-03-09$185.73/sh−30,173$5,604,031→ 4,068,510 total

Footnotes (4)

[F1]These shares were earned pursuant to an award of performance shares granted on January 26, 2023, as amended on November 2, 2023, based on the Company's Common Dividends + Growth of Tangible Book Value per Share and Adjusted ROTCE against a peer group of companies over a three-year performance period. These shares represent the number of shares paid out based on actual performance plus the dividend shares accrued under the same grant.
[F2]Includes shares acquired by the reporting person through the Company's Dividend Reinvestment Plan since the last reported transaction.
[F3]These shares were automatically withheld by the Company to satisfy the reporting person's tax obligation associated with the settlement of the performance shares. This share withholding was authorized in the performance share award agreement.
[F4]These shares were earned pursuant to an award of performance shares granted on January 26, 2023 , as amended on November 2, 2023, based on the Company's total shareholder return against a peer group of companies over a three-year performance period. These shares represent the number of shares paid out based on actual performance plus the dividend shares accrued under the same grant.

Signature

/s/ Blaise F. Brennan (POA on file)|2026-03-11

1 file