Hanson Jason P. 4

What Happened Jason P. Hanson, President — Global Payment Network at Capital One Financial (COF), had restricted stock units (RSUs) convert into 10,973 shares on 2026-02-01 (recorded as exercise/conversion of derivatives). To satisfy tax withholding, the issuer withheld 4,207 shares at $218.93 each for a total withholding of $921,039 (three withholding entries: $76,188; $467,416; $377,435). The net shares retained by Hanson from this vesting event are 6,766 shares. These transactions reflect vesting and issuer withholding, not open-market sales.

Key Details

• Transaction date: 2026-02-01 (reported on Form 4 filed 2026-02-03).
• Vesting/conversion: 10,973 RSUs converted to common stock (codes M = exercise/conversion of derivative).
• Tax withholding: 4,207 shares withheld (code F) at $218.93/share, total ~$921,039.
• Net shares received from this vesting: 6,766 shares.
• Footnotes: RSUs convert one-for-one to common stock; withholding was automatic per the award agreement (authorized to satisfy tax obligations). Some RSUs originated from a conversion of Discover Financial Services awards; vesting schedules noted (some vest over 2 or 3 annual installments beginning 02/01/2026).
• Filing timeliness: Filing shows transaction date 02/01/2026 and was filed 02/03/2026 (no late filing indicated in the provided data).
• The filing records some derivative entries with $0.00 disposition value reflecting the technical conversion/settlement of the derivative awards.

Context This was a routine vesting/settlement of RSUs with issuer share withholding to cover taxes (cashless withholding), not an open-market sale. Such withholding is common and typically reflects payroll tax requirements rather than an explicit decision to sell shares. For retail investors, purchases or open-market buys by insiders may be more informative about personal bullish conviction; withholding-on-vesting events are standard administrative actions.