Mouadeb Mark Daniel 4

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.