Celia Karam - Mar 1, 2023 Form 4 Insider Report for CAPITAL ONE FINANCIAL CORP (COF)

Role: Pres, Retail Bank
Signature: /s/ Cleo Belmonte (POA on file)
Stock symbol: COF
Transactions as of: Mar 1, 2023
Transactions value $: -$564,290
Form type: 4
Date filed: 3/3/2023, 03:08 PM
Previous filing: Feb 17, 2023
Next filing: Feb 5, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	COF	Common Stock	Award	$0	+11.5K	+26.57%	$0.00	54.9K	Mar 1, 2023	Direct	F1
transaction	COF	Common Stock	Tax liability	-$564K	-5.2K	-9.47%	$108.58	49.7K	Mar 1, 2023	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These shares were earned pursuant to an award of performance shares granted on January 30, 2020 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.

Content

These shares were earned pursuant to an award of performance shares granted on January 30, 2020 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.

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.