---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-25-122059"
form_type: "8-K"
ticker: "COF"
cik: "0000927628"
company_name: "CAPITAL ONE FINANCIAL CORP"
filed_at: "2025-05-19T23:59:59+00:00"
generated_at: "2026-05-21T02:38:51.183981+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Capital One completes Discover acquisition for ~257M shares; board expanded, $6.8B debt assumed

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-25-122059
- form_type: 8-K
- ticker: COF
- cik: 0000927628
- company_name: CAPITAL ONE FINANCIAL CORP
- filed_at: 2025-05-19T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 2.01, 2.03, 3.03, 5.02, 5.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/927628/000119312525122059/0001193125-25-122059-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/927628/000119312525122059/d934475d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-122059
- JSON: https://secwatch.observer/filing/0001193125-25-122059.json
- Plain text: https://secwatch.observer/filing/0001193125-25-122059.txt

## Key facts
- Executive change
  Jennifer L. Wong was appointed as director at CAPITAL ONE FINANCIAL CORP.
  - Action: appointed
  - Role: director
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/927628/000119312525122059/0001193125-25-122059-index.htm
- Executive change
  Thomas G. Maheras was appointed as director at CAPITAL ONE FINANCIAL CORP.
  - Action: appointed
  - Role: director
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/927628/000119312525122059/0001193125-25-122059-index.htm
- Executive change
  Michael Shepherd was appointed as director at CAPITAL ONE FINANCIAL CORP.
  - Action: appointed
  - Role: director
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/927628/000119312525122059/0001193125-25-122059-index.htm
- Governance Changes
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/927628/000119312525122059/0001193125-25-122059-index.htm
- M&A Transactions
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/927628/000119312525122059/0001193125-25-122059-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.