Haggerty Kaitlin 4

What Happened

• Kaitlin Haggerty, Chief Human Resources Officer at Capital One (COF), received an award of 5,316 performance shares (code A) on 2026-03-09 (acquired at $0.00). Simultaneously, 2,398 shares were disposed/withheld (code F) to satisfy tax withholding at a reported value of $185.73 per share, totaling $445,381.
• The 5,316 shares represent the payout of a performance share award (granted Jan 26, 2023; amended Nov 2, 2023) based on multi-year performance metrics and include dividend shares accrued under that grant.

Key Details

• Transaction date: 2026-03-09; Filing date: 2026-03-11 (Form 4) — filing appears timely.
• Award: 5,316 shares, $0.00 per share (code A).
• Tax withholding: 2,398 shares withheld/ disposed at $185.73 per share = $445,381 (code F).
• Shares owned after transaction: not specified in the provided filing details.
• Footnotes: F1 — payout from a 3-year performance share grant (metrics: common dividends + tangible book value growth and Adjusted ROTCE vs peers); F4 — shares were automatically withheld to satisfy tax obligations as authorized in the award agreement. F2/F3 note that reported holdings include purchases via the company’s Associate Stock Purchase Plan and Dividend Reinvestment Plan since the last report.

Context

• This was a settlement of a performance-based equity award, not an open-market sale. The withheld/disposed shares were used to cover taxes under the award’s terms (a routine administrative step), so the F-code transaction reflects tax withholding rather than a discretionary sale for cashing out.