CAPITAL ONE FINANCIAL CORP·4

Feb 18, 5:05 PM ET

Young Andrew M 4

4 · CAPITAL ONE FINANCIAL CORP · Filed Feb 18, 2026

Research Summary

AI-generated summary of this filing

Updated

Capital One CFO Andrew Young Sells Shares to Cover Taxes

What Happened Andrew M. Young, Chief Financial Officer of Capital One Financial Corp (COF), had shares withheld by the issuer to satisfy tax obligations related to vested restricted stock units (RSUs). On February 15, 2026 the company withheld 1,036 shares at $207.37 ($214,835), 1,175 shares at $207.37 ($243,660), and 977 shares at $207.37 ($202,600), for a combined 3,188 shares and total value of about $661,095. These were issuer tax-withholdings (dispositions), not open-market sales initiated by the insider.

Key Details

  • Transaction date: 2026-02-15 (all three withholdings); filing date: 2026-02-18 — appears timely.
  • Price per share: $207.37 for each withholding.
  • Share counts and amounts: 1,036 shares ($214,835); 1,175 shares ($243,660); 977 shares ($202,600). Total ≈ $661,095.
  • Shares owned after transaction: not disclosed in the provided filing excerpt.
  • Footnotes: F1–F3 indicate automatic issuer withholding to satisfy tax obligations for RSUs granted on 2023-01-26, 2024-02-01, and 2025-02-04; withholding authorized by the applicable award agreements.
  • Transaction code: F (tax withholding) — not a discretionary sale or 10b5-1 plan.

Context These transactions are routine tax-withholdings tied to RSU vesting (authorized under the award agreements) rather than voluntary open-market sales. Such withholdings are common and do not necessarily indicate the insider’s view on the company’s stock.

Insider Transaction Report

Form 4
Period: 2026-02-15
Young Andrew M
Chief Financial Officer
Transactions
  • Tax Payment

    Common Stock

    [F1]
    2026-02-15$207.37/sh1,036$214,83557,063 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-15$207.37/sh1,175$243,66055,888 total
  • Tax Payment

    Common Stock

    [F3]
    2026-02-15$207.37/sh977$202,60054,911 total
Holdings
  • Common Stock

    (indirect: By Children)
    59
Footnotes (3)
  • [F1]Represents the automatic withholding by the issuer to satisfy the reporting person's tax obligation associated with the vesting of restricted stock units granted on January 26, 2023. This is authorized in the applicable restricted stock award agreement.
  • [F2]Represents the automatic withholding by the issuer to satisfy the reporting person's tax obligation associated with the vesting of restricted stock units granted on February 1, 2024. This is authorized in the applicable restricted stock award agreement.
  • [F3]Represents the automatic withholding by the issuer to satisfy the reporting person's tax obligation associated with the vesting of restricted stock units granted on February 4, 2025. This is authorized in the applicable restricted stock award agreement.
Signature
/s/ Blaise F. Brennan (POA on file)|2026-02-18

Documents

1 file
  • 4
    wk-form4_1771452339.xmlPrimary

    FORM 4