CAPITAL ONE FINANCIAL CORP·4

Mar 11, 4:53 PM ET

Alexander Robert M. 4

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

Research Summary

AI-generated summary of this filing

Updated

Capital One (COF) CIO Robert Alexander Receives Award; Shares Withheld for Taxes

What Happened
Robert M. Alexander, Chief Information Officer of Capital One Financial Corp (COF), received 9,957 shares on March 9, 2026 as a performance-share payout (acquired at $0.00). Concurrently, 4,491 shares were withheld (reported as a disposition) to satisfy his tax obligation at an attributable value of $185.73 per share, totaling $834,113. The withholding was authorized under the performance share award agreement.

Key Details

  • Transaction date: 2026-03-09; filing date: 2026-03-11 (filed timely).
  • Award: 9,957 shares acquired at $0.00 (performance-share settlement).
  • Withholding/tax disposition: 4,491 shares at $185.73 = $834,113.
  • Shares owned after transaction: not disclosed in this Form 4.
  • Footnotes: (F1) Shares were earned under a performance-share grant (granted Jan 26, 2023; amended Nov 2, 2023) tied to dividends + tangible book value growth and adjusted ROTCE vs peers over a 3‑year period. (F2) The 4,491 shares were automatically withheld to satisfy tax obligations and authorized by the award agreement.
  • Transaction codes: A = Award/Grant; F = Tax withholding.

Context
This was a performance-based award settlement with a company-authorized share-withholding to cover taxes—not an open-market sale. Such withholdings are routine for vested equity awards and do not necessarily signal an insider buying or selling for investment reasons.

Insider Transaction Report

Form 4
Period: 2026-03-09
Alexander Robert M.
Chief Information Officer
Transactions
  • Award

    Common Stock

    [F1]
    2026-03-09+9,95781,783 total
  • Tax Payment

    Common Stock

    [F2]
    2026-03-09$185.73/sh4,491$834,11377,292 total
Holdings
  • Common Stock

    (indirect: The Alexander Fund)
    100
  • Common Stock

    (indirect: Robert M. Alexander UGMA)
    2
Footnotes (2)
  • [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]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.
Signature
/s/ Blaise F. Brennan (POA on file)|2026-03-11

Documents

1 file
  • 4
    wk-form4_1773262408.xmlPrimary

    FORM 4