Young Andrew M 4

What Happened
Andrew M. Young, Chief Financial Officer of Capital One Financial Corp (COF), was paid out 7,656 performance shares on March 9, 2026 (award code A). The company automatically withheld 3,453 of those shares to satisfy his tax withholding obligation at $185.73 per share, a withholding value of about $641,326 (disposition code F). The award was granted under a January 26, 2023 performance-share grant (amended Nov 2, 2023) tied to dividends + growth in tangible book value per share and adjusted ROTCE vs. peers over a three-year performance period; dividend-equivalent shares were also included.

Key Details

• Transaction date: March 9, 2026.
• Award: 7,656 shares granted at $0.00 (performance-share settlement).
• Withholding: 3,453 shares withheld at $185.73/share — proceeds/value ~$641,326. (Code F = tax withholding)
• Net shares delivered to the insider: 7,656 − 3,453 = 4,203 shares.
• Shares owned after the transaction: not specified in the filing.
• Relevant footnotes: F1 — award earned based on a 3-year performance metric and includes dividend shares; F2 — filing notes shares acquired via the Associate Stock Purchase Plan since last report; F3 — withholding was authorized under the award agreement.
• Filing: Reported on March 11, 2026 for a March 9, 2026 transaction — appears to be filed within the normal Form 4 reporting window.

Context and interpretation

• This was a performance-share settlement (award), not an open-market sale or a purchase by the insider. The withholding is a routine, company-authorized method to satisfy tax obligations on equity compensation (a net settlement), not an indication of a separate sale motive.
• For retail investors: awards reflect compensation tied to company performance metrics; they do not necessarily signal the insider’s personal view on near-term stock direction.