Zamsky Michael 4

What Happened

• Michael Zamsky, Capital One's Chief Credit & Financial Risk Officer, had 2,449 shares withheld by the issuer to satisfy tax withholding on vested restricted stock units (RSUs). The withholding occurred on 2026-02-15 at $207.37 per share, totaling about $507,850. These were not open-market sales but issuer-withheld shares to cover tax obligations.

Key Details

• Transaction date(s) and prices:
  • 818 shares withheld @ $207.37 = $169,629 (related to RSUs granted Jan 26, 2023) [F1]
  • 862 shares withheld @ $207.37 = $178,753 (related to RSUs granted Feb 1, 2024) [F2]
  • 769 shares withheld @ $207.37 = $159,468 (related to RSUs granted Feb 4, 2025) [F3]
• Total withheld: 2,449 shares; total value ≈ $507,850.
• Shares owned after transaction: Not reported in the provided excerpt of the filing.
• Notable footnotes: All three transactions are issuer-authorized automatic withholdings to satisfy tax obligations on vested RSUs (see F1–F3).
• Filing timeliness: Report filed on 2026-02-18 for transactions dated 2026-02-15. Depending on business-day counting, this may be later than the typical two-business-day Form 4 deadline.

Context

• This was a routine tax-withholding disposition tied to RSU vesting, not an open-market sale or a purchase. Such withholdings are common and do not necessarily indicate an insider view on the company's stock price.
• For retail investors, purchases and open-market sales may be more informative about insider sentiment; issuer tax withholdings are generally administrative.