Sanjiv Yajnik 4

What Happened
Sanjiv Yajnik, President, Financial Services at Capital One Financial Corp (COF), received an award of 9,922 performance shares on 2026-03-09 (acquired at $0.00). Simultaneously, 4,475 shares were withheld/disposed at $185.73 per share to satisfy tax withholding, generating proceeds of approximately $831,142. The award was performance-based rather than an open-market purchase; the withholding is a routine tax-related disposition.

Key Details

• Transaction dates and prices:
  • 2026-03-09: Award (code A) — 9,922 shares @ $0.00 (acquired)
  • 2026-03-09: Tax withholding/share surrender (code F) — 4,475 shares @ $185.73 (disposed), ~ $831,142
• Shares owned after transaction: Not specified in the provided filing.
• Notable footnotes:
  • F1: Shares earned under a performance-share award granted 2023-01-26 and amended 2023-11-02, tied to dividends + growth in tangible book value per share and Adjusted ROTCE vs. peers over a three-year performance period; payout includes accrued dividend shares.
  • F2: Filing includes shares acquired via the Company’s Associate Stock Purchase Plan since the last reported transaction.
  • F3: The 4,475 shares were automatically withheld by the company to satisfy the reporting person’s tax obligation; withholding was authorized in the award agreement.
• Filing timeliness: The Form 4 was filed 2026-03-11 for a 2026-03-09 transaction, which appears to be timely (no late filing indicated).

Context
This was a settlement of performance-based equity, not an open-market trade. The withholding of shares to cover taxes is a common, routine action when performance shares vest/settle and does not necessarily indicate a change in the insider’s view of the company.