AI English summary of an SEC filing — figures as filed

Capital One said it completed its acquisition of Discover Financial Services on May 18, 2025. Under the structure, Discover merged into Capital One after the first merger, and Discover Bank merged into CONA.

8-KCompletion of Acquisition or Disposition of AssetsFiled May 19, 2025Period of report May 18, 2025Summary published (UTC) Oct 15, 2026

Key points

AI summary

Capital One said it completed its acquisition of Discover Financial Services on May 18, 2025. Under the structure, Discover merged into Capital One after the first merger, and Discover Bank merged into CONA.
The company said each share of Discover common stock converted into 1.0192 shares of Capital One common stock. It said the total consideration in the transaction was about 257 million shares of Capital One common stock.
The company said it assumed $3,482 million in principal amount of Discover's Parent Notes, and CONA assumed $3,300 million in principal amount of Discover Bank's Bank Notes. It also issued 5,700 shares of Series O preferred stock and 5,000 shares of Series P preferred stock.
The company said that at the effective time of the merger, it expanded its board to 15 members, adding 3 former Discover directors to the 12 existing directors. The added directors are Thomas G. Maheras, Michael Shepherd and Jennifer L. Wong.

Summary

AI-written

Analysis scope · Filing body and confirmed press-release exhibitWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Discover Acquisition Completed and Merger Structure

Capital One said it completed its acquisition of Discover Financial Services on May 18, 2025. Under the structure, Discover merged into Capital One after the first merger, and Discover Bank merged into CONA.

Source · Based on the filing body and exhibits

Discover Common Stock Exchange Ratio of 1.0192 Shares and Issuance of About 257 million Shares

The company said each share of Discover common stock converted into 1.0192 shares of Capital One common stock. It said the total consideration in the transaction was about 257 million shares of Capital One common stock.

Source · Based on the filing body and exhibits

Assumed Debt and New Preferred Stock Issuance

The company said it assumed $3,482 million in principal amount of Discover's Parent Notes, and CONA assumed $3,300 million in principal amount of Discover Bank's Bank Notes. It also issued 5,700 shares of Series O preferred stock and 5,000 shares of Series P preferred stock.

Source · Based on the filing body and exhibits

Board Expanded From 12 to 15 Members

The company said that at the effective time of the merger, it expanded its board to 15 members, adding 3 former Discover directors to the 12 existing directors. The added directors are Thomas G. Maheras, Michael Shepherd and Jennifer L. Wong.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

View the original filing on SEC EDGAR ↗

Filing details

Form: 8-K · Completion of Acquisition or Disposition of Assets
Filed: May 19, 2025
Period of report: May 18, 2025
Accession number: 0001193125-25-122059

Items reported

SEC item captions

Completion of Acquisition or Disposition of Assets
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Material Modification to Rights of Security Holders
Departure or Appointment of Directors or Certain Officers
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Other Events
Financial Statements and Exhibits

Analysis basis

Source: SEC EDGAR
Scope: Filing body and confirmed press-release exhibit
English text: Translated from the published Korean report · AI-written
Summary generated: Oct 14, 2026

Filing details and items are from the SEC submission. The summary covers only the analysis scope shown above.

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