Dean Lia 4

What Happened

• Dean Lia, President, Banking & Premium Products at Capital One (COF), received an award of 8,094 performance shares on March 9, 2026 (code A) at $0.00 per share. Simultaneously, 4,056 shares were disposed (code F) as they were automatically withheld to satisfy the tax liability associated with the settlement; the withheld shares were valued at $185.73 each, totaling $753,321.

Key Details

• Transaction date: 2026-03-09; Form 4 filed: 2026-03-11 (filed within the standard 2-business-day window).
• Award: 8,094 shares issued (performance share payout; acquisition price reported as $0.00).
• Withholding: 4,056 shares withheld/disposed at $185.73 per share to cover taxes = $753,321.
• Shares owned after transaction: not disclosed in this filing.
• Footnotes: (F1) Award stems from a performance share grant dated Jan 26, 2023 (amended Nov 2, 2023), paid based on Common Dividends + Growth of Tangible Book Value per Share and Adjusted ROTCE vs. peers over a three-year performance period (includes dividend shares). (F2) The 4,056 shares were automatically withheld under the award agreement to satisfy tax obligations (not an open-market sale).

Context

• This was a payout of a multi-year performance share award, not an open-market purchase or discretionary sale. The withholding of shares to meet tax obligations is a common administrative step on settlement of equity awards and does not necessarily indicate a market-timing decision.