Matthew W. Cooper - Mar 11, 2024 Form 4 Insider Report for CAPITAL ONE FINANCIAL CORP (COF)

Role: General Counsel & Corp Secy
Signature: /s/ Jason S. Frank (POA on file)
Stock symbol: COF
Transactions as of: Mar 11, 2024
Transactions value $: -$906,636
Form type: 4
Date filed: 3/13/2024, 06:55 PM
Previous filing: Feb 20, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	Price $	Shares After	Date	Ownership	Footnotes
transaction	COF	Common Stock	+Grant/Award	$0	+14,517	+24.71%	$0.00	73,277	Mar 11, 2024	Direct	F1
transaction	COF	Common Stock	-Tax liability	-$906,636	-6,548	-8.94%	$138.46	66,729	Mar 11, 2024	Direct	F2

Explanation of Responses:

Id	Content
F1	These shares were earned pursuant to a performance share award agreement granted on February 4, 2021, as amended 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.

Content

These shares were earned pursuant to a performance share award agreement granted on February 4, 2021, as amended 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.

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.