Cooper Matthew W 4

What Happened

• Matthew W. Cooper, General Counsel & Corporate Secretary of Capital One Financial (COF), had a total of 4,474 shares disposed on Feb 15, 2026 via issuer withholding to cover tax obligations on vested restricted stock units (RSUs). The withholding occurred at $207.37 per share and totaled $927,773 across three withholding events: 1,536 shares ($318,520), 1,735 shares ($359,787), and 1,203 shares ($249,466).
• This was not an open-market sale for investment purposes but routine tax withholding (transaction code F).

Key Details

• Transaction date: 2026-02-15; Report filed: 2026-02-18.
• Price per share: $207.37.
• Shares withheld/removed from the reporting person's holdings: 1,536; 1,735; 1,203 (total 4,474).
• Aggregate value: $927,773 (sum of the three amounts).
• 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 (withholding authorized by each award agreement).
• Shares owned after the transaction: not disclosed in the provided excerpt.
• Filing timeliness: Filed 3 days after the transaction (file indicates Feb 18, 2026); the filing itself does not state a late filing code in the provided data.

Context

• These disposals reflect "sell-to-cover" or net-settlement tax withholding on RSU vesting and are common administrative transactions that do not necessarily indicate the insider's view on the company. They differ from voluntary open-market sales or purchases and are generally considered routine.