CAPITAL ONE FINANCIAL CORP·4

Mar 11, 4:50 PM ET

LaPrade,III Frank G. 4

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

Research Summary

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Capital One (COF) Frank LaPrade III Receives Performance Shares

What Happened
Frank G. LaPrade, III, Capital One's Chief Enterprise Services Officer, was issued 12,154 performance shares on March 9, 2026 (grant/award). Of those, 5,482 shares were automatically withheld by the company to satisfy the tax withholding obligation; the withheld shares are reported as disposed at an effective value of $185.73 per share, totaling $1,018,172. The award stems from a performance share grant.

Key Details

  • Transaction date: March 9, 2026; Form 4 filed March 11, 2026 (timely filing).
  • Award: 12,154 shares granted (code A) at $0.00 acquisition price (performance share settlement).
  • Tax withholding/disposition: 5,482 shares withheld/treated as disposed (code F) at $185.73/share = $1,018,172.
  • Footnotes: F1 — shares earned from a Jan 26, 2023 performance-share grant (amended Nov 2, 2023) tied to dividends + tangible book value growth and adjusted ROTCE vs. peers over a three-year period; payout includes accrued dividend shares. F2 — withheld shares authorized by the award agreement to cover tax obligations. F3 — filing notes equivalent share ownership in the company 401(k) plan but does not list a total post-transaction ownership figure.
  • Shares owned after transaction: not specified in the filing beyond the 401(k) equivalency note.
  • Filing timeliness: filed within required window (no late filing indicated).

Context
This was a performance-based equity settlement, not an open-market purchase or voluntary sale. Withholding shares to cover taxes is a routine administrative disposition and does not necessarily indicate managerial sentiment about the stock. The underlying performance award was based on multi-year metrics (dividends, tangible book value growth and adjusted ROTCE) measured relative to peers.

Insider Transaction Report

Form 4
Period: 2026-03-09
LaPrade,III Frank G.
Chief Enterprise Srvcs Officer
Transactions
  • Award

    Common Stock

    [F1]
    2026-03-09+12,15463,724 total
  • Tax Payment

    Common Stock

    [F2]
    2026-03-09$185.73/sh5,482$1,018,17258,242 total
Holdings
  • Common Stock

    [F3]
    (indirect: By 401(k))
    829
Footnotes (3)
  • [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.
  • [F3]Represents the reporting person's equivalent share ownership in the Company's 401(k) Plan, a unitized plan, as of the date of the latest transaction.
Signature
/s/ Blaise F. Brennan (POA on file)|2026-03-11

Documents

1 file
  • 4
    wk-form4_1773262252.xmlPrimary

    FORM 4