Alexander Robert M. 4

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.