CAPITAL ONE FINANCIAL CORP·4

Mar 11, 4:50 PM ET

Mouadeb Mark Daniel 4

4 · CAPITAL ONE FINANCIAL CORP · Filed Mar 11, 2026

Research Summary

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Capital One (COF) President Mark Mouadeb Receives 5,142 Performance Shares

What Happened
Mark D. Mouadeb, President — Card at Capital One Financial Corp (COF), received a performance-based award of 5,142 common shares on March 9, 2026 (award code A; acquisition price $0.00). To satisfy the tax liability from the settlement, the company automatically withheld 2,320 of those shares at $185.73 per share (code F), a withholding value of $430,894. Net shares delivered to Mouadeb were 2,822 (5,142 awarded − 2,320 withheld), with an approximate market value of ~$524,130 using the $185.73 price.

Key Details

  • Transaction date(s): March 9, 2026 (reported on Form 4 filed March 11, 2026). Filing appears timely (filed within two days of the transaction).
  • Award: 5,142 performance shares (code A); acquisition price $0.00.
  • Withholding/disposition: 2,320 shares withheld to cover taxes (code F) at $185.73 per share; total withholding value $430,894.
  • Net shares received: 2,822 shares (5,142 − 2,320).
  • Shares owned after the reported transaction: not provided in the supplied filing details.
  • Footnotes: (F1) These shares were earned under a performance share award granted Jan 26, 2023 (amended Nov 2, 2023) based on dividends + tangible book value growth and Adjusted ROTCE vs. peers over a 3‑year period. (F2) Withholding was automatic and authorized under the award agreement.

Context
This was a performance-share settlement (award vesting and issuance), not an open-market buy or sell. The withholding of shares to cover tax obligations is routine and results in a disposition reported on the Form 4, but it does not indicate an active sale into the market by the insider.

Insider Transaction Report

Form 4
Period: 2026-03-09
Mouadeb Mark Daniel
President, Card
Transactions
  • Award

    Common Stock

    [F1]
    2026-03-09+5,14254,524 total
  • Tax Payment

    Common Stock

    [F2]
    2026-03-09$185.73/sh2,320$430,89452,204 total
Footnotes (2)
  • [F1]These shares were earned pursuant to an award of performance shares granted on January 26, 2023, as amended on November 2, 2023, based on the Company's Common Dividends + Growth of Tangible Book Value per Share and Adjusted ROTCE against a peer group of companies over a three-year performance period. These shares represent the number of shares paid out based on actual performance plus the dividend shares accrued under the same grant.
  • [F2]These shares were automatically withheld by the Company to satisfy the reporting person's tax obligation associated with the settlement of the performance shares. This share withholding was authorized in the performance share award agreement.
Signature
/s/ Blaise F. Brennan (POA on file)|2026-03-11

Documents

1 file
  • 4
    wk-form4_1773262226.xmlPrimary

    FORM 4