Zamsky Michael 4

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.