8-K
filed May 19, 2025, 7:59 PM ET
CIK 0001393612
M&A
confidence high
sentiment neutral
materiality 1.00
Discover Financial Services: M&A transaction — Discover completes merger with Capital One; DFS shareholders receive 1.0192 COF shares per share
Discover Financial Services
- On May 18, 2025, merger closed; each DFS share converted into 1.0192 shares of COF common stock.
- DFS common stock delisted from NYSE as of May 19; COF to file Form 15 to deregister DFS.
- Three former DFS directors (Maheras, Shepherd, Wong) appointed to COF board, expanding it to 15.
- Executives Greene, Strle, Toney entered gross-up agreements for excise taxes; aggregate cap of $25M.
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 departed as Director at Discover Financial Services.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
The three former directors of Discover appointed by the Capital One Board to fill the increase in the size of the Capital One 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 departed as Director at Discover Financial Services.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
The three former directors of Discover appointed by the Capital One Board to fill the increase in the size of the Capital One 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 departed as Director at Discover Financial Services.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
The three former directors of Discover appointed by the Capital One Board to fill the increase in the size of the Capital One 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
Discover Financial Services: Discover's amended and restated bylaws ceased to be in effect by operation of law upon merger; Capital One's bylaws remained in effect.
- Change
- bylaw amendment
Exact text from the filing
At the Second Effective Time, the Restated Certificate of Incorporation of Discover and the Amended and Restated Bylaws of Discover ceased to be in effect by operation of law. The Restated Certificate of Incorporation of Capital One and the Amended and Restated Bylaws of Capital One, in each case, as in effect immediately prior to the Second Effective Time, remained the organizational documents of Capital One consistent with the terms of the Merger Agreement.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Discover Financial Services: Discover's restated certificate of incorporation ceased to be in effect by operation of law upon merger; Capital One's certificate remained in effect and new certificates of designation for preferred stock were filed (effective 2025-05-18).
- Change
- charter amendment
- Effective
- 2025-05-18
Exact text from the filing
At the Second Effective Time, the Restated Certificate of Incorporation of Discover and the Amended and Restated Bylaws of Discover ceased to be in effect by operation of law. The Restated Certificate of Incorporation of Capital One and the Amended and Restated Bylaws of Capital One, in each case, as in effect immediately prior to the Second Effective Time, remained the organizational documents of Capital One consistent with the terms of the Merger Agreement. 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. The Certificates of Designations became effective on May 18, 2025, immediately prior to the Second Effective Time.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Discover Financial Services underwent a change of control involving Capital One Financial Corporation (closed 2025-05-18).
- Action
- change of control
- Counterparty
- Capital One Financial Corporation
- Closing
- 2025-05-18
Exact text from the filing
Pursuant to the Merger Agreement, on the Closing Date, (i) Merger Sub merged with and into Discover, with Discover continuing as the surviving corporation (the "Merger"),
View on SEC.gov
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