Raghu Ravi 4

What Happened Raghu Ravi, President, Software, International & Small Business at Capital One (COF), received an award of 4,834 performance shares on 2026-03-09 (acquisition at $0.00). Concurrently, 1,903 shares were disposed/withheld and reported as a disposition at $185.73 per share to cover the tax withholding obligation, with a withholding value of $353,444. The award payout reflects actual performance plus dividend shares under the performance grant.

Key Details

• Transaction dates: award and withholding occurred on 2026-03-09; Form 4 filed 2026-03-11 (appears timely).
• Award: 4,834 shares acquired (code A) at $0.00 (performance-share settlement).
• Withholding: 1,903 shares disposed/withheld (code F) at $185.73 per share; total withheld value $353,444.
• Shares owned after transaction: not disclosed in the supplied filing details.
• Footnotes:
  • F1: Shares earned from a performance share award granted 2023-01-26 (amended 2023-11-02) based on dividends + growth of tangible book value per share and Adjusted ROTCE vs peers over a three-year period; payout includes dividend shares.
  • F2: The 1,903 shares were automatically withheld by the company to satisfy the reporting person's tax obligation per the award agreement (authorized withholding).
• Transaction types explained: A = award/acquisition; F = tax withholding/disposition.

Context This was a performance-share settlement (not an open-market purchase or exercise). The withholding is a routine method companies use to satisfy taxes when equity awards vest or settle and does not necessarily indicate additional insider selling beyond tax obligations. The filing was submitted two days after the transaction date, which is within typical Form 4 timing requirements.