Raghu Ravi 4

What Happened
Raghu Ravi, President, Software, International & Small Business at Capital One (COF), had 1,657 shares disposed by the issuer to satisfy tax withholding obligations tied to vested restricted stock units (RSUs). The withholding occurred on 2026-02-15 in three tranches: 546 shares, 551 shares, and 560 shares, each at $207.37 per share, totaling $113,224, $114,261 and $116,127 respectively (aggregate $343,612). These are routine tax-withholding dispositions (transaction code F), not open-market sales.

Key Details

• Transaction date: 2026-02-15; Filing date (Form 4): 2026-02-18 (filed within the two-business-day rule).
• Prices and amounts: 546 @ $207.37 = $113,224; 551 @ $207.37 = $114,261; 560 @ $207.37 = $116,127. Total = 1,657 shares, $343,612.
• Shares owned following reported transaction: not disclosed in this filing.
• Footnotes: F1 = withholding for RSUs granted 2023-01-26; F2 = withholding for RSUs granted 2024-02-01; F3 = withholding for RSUs granted 2025-02-04. These indicate automatic issuer withholding authorized in the award agreements.
• Transaction code: F (tax withholding).

Context
This was an issuer-withheld disposition to cover tax liabilities upon RSU vesting (a common, administrative action often described as a cashless sell-to-cover). Such withholdings are routine and do not necessarily indicate the insider's market sentiment. For retail investors, purchases or open-market buys tend to be more informative about insider conviction than tax-related withholdings.