FAIRBANK RICHARD D 4

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.