Zamsky Michael 4

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

AI-generated summary of this filing

Updated Mar 12, 2026

Capital One's Michael Zamsky Receives Award; Shares Withheld

What Happened

Michael Zamsky, Chief Credit & Financial Risk Officer at Capital One Financial Corp (COF), was issued 6,047 performance shares on 2026-03-09 (reported as an award/grant, code A). The award was reported at $0.00 per share in the filing.
On the same date, 2,728 shares were withheld by the company to satisfy the tax liability related to the award (reported as code F) at an indicated price of $185.73 per share, totaling $506,671. The withholding is a disposition to cover taxes, not an open-market sale.

Key Details

Transaction date: 2026-03-09; Form 4 filed: 2026-03-11 (filed within the typical 2-business-day window).
Award: 6,047 shares (A) reported at $0.00 per share.
Tax withholding: 2,728 shares (F) withheld at $185.73/share = $506,671.
Shares owned after the transaction: not specified in the provided filing details.
Footnotes:
- F1: Shares 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; payout includes dividend shares.
- F2: The 2,728 shares were automatically withheld to satisfy the reporting person's tax obligation per the award agreement.

Context

This filing reflects a standard performance-share settlement and routine tax withholding rather than a discretionary open-market purchase or sale. Awards (A) generally indicate compensation realized based on prior performance; withholding (F) is a common mechanism to cover taxes and should not be read as a sentiment-driven sale.

Form 4

Period: 2026-03-09

Chief Credit & Fin'l Risk Off.

Transactions

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

1 file