Karam Celia 4

What Happened
Celia Karam, President of Capital One’s Retail Bank, was issued 7,429 performance shares on 2026-03-09 (report filed 2026-03-11). The award is reported as an acquisition (code A) at $0.00 because it is a performance-based grant. Simultaneously, 3,351 of those shares were withheld by the company to satisfy the reporting person’s tax obligation (code F) at an implied price of $185.73, resulting in $622,381 withheld. Net shares received from the settlement = 7,429 − 3,351 = 4,078 shares (approx. $757,400 at $185.73).

Key Details

• Transaction dates: 2026-03-09 (award settlement and tax withholding); Form 4 filed 2026-03-11 (timely filing).
• Items reported: A = Award/Grant of 7,429 shares (acquired at $0.00); F = Tax withholding of 3,351 shares (disposed) at $185.73 each, total $622,381.
• Net shares retained by insider: 4,078 shares (7,429 awarded − 3,351 withheld).
• Shares owned after transaction: Not provided in the supplied data.
• Footnotes: F1 — these shares were earned under a performance share award granted 1/26/2023 (amended 11/02/2023) tied to dividends + tangible book value growth and adjusted ROTCE vs. peers over a 3-year period; dividend shares were included. F2 — the 3,351 shares were automatically withheld by the company to cover the reporting person’s tax obligation, per the award agreement.
• Transaction codes explained: A = Award/Grant; F = Tax withholding for tax liability.

Context
Performance share settlements are common executive compensation events tied to long-term performance goals; receiving an award is not the same as a market purchase and does not by itself indicate an intent to buy or sell stock. The tax-withholding action is routine (company-retained shares to satisfy taxes) and is recorded as a disposition on the Form 4. This filing appears timely (filed within reporting window).