8-K
filed May 19, 2025, 7:59 PM ET
ticker COF
CIK 0000927628
M&A
confidence high
sentiment positive
materiality 0.90
CAPITAL ONE FINANCIAL CORP (COF): M&A transaction — Capital One completes Discover acquisition for ~257M shares; board expanded, $6.8B debt assumed
CAPITAL ONE FINANCIAL CORP
- Capital One issued ~257M shares of common stock to Discover shareholders at 1.0192 exchange ratio.
- Board expanded from 12 to 15; former Discover directors Maheras, Shepherd, and Wong appointed.
- Capital One assumed $3.482B in Discover senior notes and $3.300B in Discover Bank notes.
- CFO Andrew Young received a $500,000 special cash award for contributions to the transaction.
- Capital One begins implementing $265B Community Benefits Plan in connection with acquisition.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jennifer L. Wong was appointed as director at CAPITAL ONE FINANCIAL CORP.
- Action
- appointed
- Role
- director
Exact text from the filing
The three former directors of Discover appointed by the Board to fill the increase in the size of the Board referred to above, in each case effective as of the Effective Time, are as follows: Thomas G. Maheras, Michael Shepherd and Jennifer L. Wong
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas G. Maheras was appointed as director at CAPITAL ONE FINANCIAL CORP.
- Action
- appointed
- Role
- director
Exact text from the filing
The three former directors of Discover appointed by the Board to fill the increase in the size of the Board referred to above, in each case effective as of the Effective Time, are as follows: Thomas G. Maheras, Michael Shepherd and Jennifer L. Wong
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Shepherd was appointed as director at CAPITAL ONE FINANCIAL CORP.
- Action
- appointed
- Role
- director
Exact text from the filing
The three former directors of Discover appointed by the Board to fill the increase in the size of the Board referred to above, in each case effective as of the Effective Time, are as follows: Thomas G. Maheras, Michael Shepherd and Jennifer L. Wong
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CAPITAL ONE FINANCIAL CORP: Filed two Certificates of Designations establishing Capital One Series O and Series P Preferred Stock (effective 2025-05-18).
- Change
- charter amendment
- Effective
- 2025-05-18
Exact text from the filing
In connection with the completion of the Transaction and in accordance with the Merger Agreement, Capital One filed two Certificates of Designations with the Delaware Secretary of State, establishing (i) the Capital One Series O Preferred Stock consisting of 5,700 authorized shares and (ii) the Capital One Series P Preferred Stock consisting of 5,000 authorized shares, respectively.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.99
CAPITAL ONE FINANCIAL CORP completed an acquisition involving Discover Financial Services for approximately 257 million shares of Capital One Common Stock (closed 2025-05-18).
- Action
- acquisition
- Counterparty
- Discover Financial Services
- Consideration
- approximately 257 million shares of Capital One Common Stock
- Closing
- 2025-05-18
Exact text from the filing
Merger Agreement, a copy of which is filed as Exhibit 2.1 and incorporated herein by reference. 2 The total aggregate consideration payable in the Transaction was approximately 257 million shares of Capital One Common Stock. The issuance of shares of Capital One Common Stock, New Capital One Preferred Stock and New Capital One Depositary Shares in connection with
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.