--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-25-122107" form_type: "8-K" ticker: null cik: "0001393612" company_name: "Discover Financial Services" filed_at: "2025-05-19T23:59:59+00:00" generated_at: "2026-05-21T01:21:48.844754+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Discover completes merger with Capital One; DFS shareholders receive 1.0192 COF shares per share ## Summary - 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. ## SEC filing metadata - accession: 0001193125-25-122107 - form_type: 8-K - cik: 0001393612 - company_name: Discover Financial Services - filed_at: 2025-05-19T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1393612/000119312525122107/0001193125-25-122107-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1393612/000119312525122107/d928199d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-25-122107 - JSON: https://secwatch.observer/filing/0001193125-25-122107.json - Plain text: https://secwatch.observer/filing/0001193125-25-122107.txt ## Key facts - Executive change Jennifer L. Wong departed as Director at Discover Financial Services. - Action: ceased serving - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1393612/000119312525122107/0001193125-25-122107-index.htm - Executive change Thomas G. Maheras departed as Director at Discover Financial Services. - Action: ceased serving - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1393612/000119312525122107/0001193125-25-122107-index.htm - Executive change Michael Shepherd departed as Director at Discover Financial Services. - Action: ceased serving - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1393612/000119312525122107/0001193125-25-122107-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1393612/000119312525122107/0001193125-25-122107-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1393612/000119312525122107/0001193125-25-122107-index.htm - M&A Transactions 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 source text: 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"), evidence_url: https://www.sec.gov/Archives/edgar/data/1393612/000119312525122107/0001193125-25-122107-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.