Cooper Matthew W 4

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.