Karam Celia 4

What Happened

• Karam Celia, President, Retail Bank at Capital One Financial Corp (COF), had a total of 3,018 shares withheld by the issuer on Feb 15, 2026 to satisfy tax withholding obligations tied to vested restricted stock units (RSUs). The withholding disposed of: 1,008 shares ($207.37/share, $209,029), 1,093 shares ($207.37/share, $226,655), and 917 shares ($207.37/share, $190,158), for a combined value of $625,842. These are issuer-withheld shares (transaction code F), not open-market sales.

Key Details

• Transaction date: 2026-02-15; filing date (Form 4): 2026-02-18.
• Price: $207.37 per share for all three withholdings.
• Shares withheld/disposed: 1,008 + 1,093 + 917 = 3,018 shares; total value ~$625,842.
• Shares owned after transaction: not provided in the excerpt supplied.
• Footnotes: F1 = withholding for RSUs granted Jan 26, 2023; F2 = withholding for RSUs granted Feb 1, 2024; F3 = withholding for RSUs granted Feb 4, 2025. Each notes automatic issuer withholding authorized in the applicable award agreements.
• Timeliness: Filing was made on Feb 18 for a Feb 15 transaction. (Form 4s are generally due within two business days of the transaction; check the official filing for any timeliness flag.)

Context

• These transactions are routine tax-withholding events associated with RSU vesting (coded F). They are effectively the company retaining shares to cover tax obligations and do not represent an open-market sale decision by the insider. Such withholdings are common and generally not taken as a direct signal about the insider’s view of the stock.