Alexander Robert M. 4

What Happened

• Robert M. Alexander, Chief Information Officer of Capital One Financial Corp. (COF), had a total of 3,889 shares disposed on Feb 15, 2026 as automatic tax withholding tied to restricted stock unit (RSU) vesting. The shares were withheld at a price of $207.37 per share: 1,337 shares ($277,254), 1,483 shares ($307,530), and 1,069 shares ($221,679), for a total value of $806,463. This was an administrative disposition to satisfy tax obligations (code F), not an open-market sale driven by a trading decision.

Key Details

• Transaction date: 2026-02-15; Filing date: 2026-02-18 (filed within the standard two business-day window given the Feb 16 holiday).
• Price per share: $207.37 for all three withholdings.
• Shares disposed: 1,337; 1,483; 1,069 — total 3,889 shares; total value $806,463.
• Shares owned after the transactions: Not specified in the provided filing.
• Footnotes:
  • F1: Withholding for RSUs granted 2023-01-26.
  • F2: Withholding for RSUs granted 2024-02-01.
  • F3: Withholding for RSUs granted 2025-02-04. All represent issuer-authorized automatic withholding to satisfy tax obligations per the award agreements.
• Transaction code F indicates tax withholding (not a voluntary sale or purchase).

Context

• These transactions reflect automatic withholding of shares when RSUs vest (a common administrative practice). They do not necessarily signal the officer's market view—purchases would be more indicative of a bullish signal. No option exercise or 10b5-1 plan is indicated; this was purely to cover tax liabilities associated with vested awards.