Mouadeb Mark Daniel 4

What Happened
Mark Mouadeb (President, Card) had 2,945 Capital One (COF) shares withheld by the issuer to satisfy tax obligations tied to the vesting of restricted stock units. The withholding comprised three lots on Feb 15, 2026: 705 shares, 1,181 shares and 1,059 shares, each priced at $207.37, with aggregate proceeds of approximately $610,705. These are issuer tax-withholdings (reported with code F), not open-market sales.

Key Details

• Transaction date: February 15, 2026; Form 4 filed February 18, 2026.
• Lots and values: 705 shares @ $207.37 = $146,196; 1,181 shares @ $207.37 = $244,904; 1,059 shares @ $207.37 = $219,605. Total withheld: 2,945 shares, ~$610,705.
• Shares owned after transaction: not provided in the supplied data.
• Footnotes: Withholdings correspond to RSU vesting from grants dated Jan 26, 2023 (F1), Feb 1, 2024 (F2), and Feb 4, 2025 (F3); withholding is authorized in the award agreements.
• Transaction code: F = tax withholding (routine "sell-to-cover"/withhold), not a discretionary open-market sale.
• Filing timeliness: Form shows filing on Feb 18 for Feb 15 transactions; no timeliness flag was provided in the data supplied.

Context
This is a routine issuer withholding to cover taxes on vested RSUs — common and not a direct signal about the insider's view of the stock. It differs from voluntary sales or purchases because shares are retained by the company to satisfy tax obligations rather than being freely sold in the open market.