Cooper Matthew W 4

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

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Updated Mar 12, 2026

Capital One (COF) General Counsel Matthew Cooper Receives Award

What Happened

Matthew W. Cooper, Capital One’s General Counsel and Corporate Secretary, received 8,094 performance shares on 2026-03-09 (reported on Form 4). The award shares were issued at $0.00 per share as the settlement of a performance-share grant. Concurrently, 3,651 shares were withheld by the company to satisfy the reporting person’s tax withholding obligation; those withheld shares were valued at $185.73 each, totaling $678,100.

Key Details

Transaction dates: 2026-03-09 (award and tax withholding); Form 4 filed 2026-03-11 (within the standard reporting window).
Award: 8,094 shares granted/issued (code A) at $0.00 per share.
Withholding: 3,651 shares withheld to cover taxes (code F) at $185.73/share, total $678,100.
Shares owned after the transaction: not specified in the provided filing details.
Footnotes: The shares were earned under a performance-share award granted Jan 26, 2023 (amended Nov 2, 2023) based on dividends + growth of tangible book value per share and adjusted ROTCE vs peers over a three‑year period (F1). The withheld shares were authorized under the award agreement to satisfy tax obligations (F2).

Context

This was a settlement of performance-based equity (not an open-market sale or a cash purchase). The withholding of shares to cover taxes is a routine administrative action and is reported as a disposition solely to satisfy tax liabilities, not a market sale. The award reflects payout based on prior multi-year performance metrics rather than a new purchase by the insider.

Form 4

Period: 2026-03-09

General Counsel & Corp Secy

Transactions

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

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