West Kara 4

What Happened
Kara West, Chief Enterprise Risk Officer at Capital One Financial Corp (COF), received an award of 4,477 performance shares on March 9, 2026 (award price reported as $0.00). On the same date, 2,020 shares were withheld/disposed by the company to satisfy tax withholding obligations at an effective price of $185.73 per share, totaling approximately $375,175. The award represents vested performance share payout rather than an open-market purchase.

Key Details

• Transaction date: 2026-03-09; Form 4 filed 2026-03-11 (timely filing).
• Award: 4,477 shares granted (code A) at $0.00.
• Tax withholding: 2,020 shares withheld/disposed (code F) at $185.73 per share; proceeds ≈ $375,175.
• Shares owned after the transaction: not specified in the provided filing details.
• Footnotes:
  • F1: Shares earned from a performance-share award granted Jan 26, 2023 (amended Nov 2, 2023), paid out based on multi-year performance vs. peers, including dividend-equivalent shares.
  • F2: Notes shares acquired via the company’s Associate Stock Purchase Plan since the last report.
  • F3: The 2,020 shares were automatically withheld by the company to satisfy the reporting person’s tax obligation (authorized in the award agreement).
• Transaction codes: A = award/grant; F = tax withholding.

Context
This was primarily a performance-based equity payout (not a market purchase). The withholding of shares to cover taxes is a routine administrative step (similar to a “net settlement”); it doesn’t necessarily indicate a decision to sell additional shares on the open market.