UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~April 2718, 2025

DISCOVER FINANCIAL SERVICES

(Exact name of registrant as specified in its charter)

Commission File Number: 001-33378


Delaware		36-2517428
(State or Other Jurisdiction of Incorporation)		(IRS Employer Identification No.)

2500 Lake Cook Road, Riverwoods, Illinois 60015

(Address of principal executive offices, including zip code)

(224) 405-0900

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		TradingSymbol(s)		Name of Each Exchange ~~onWhich~~on Which Registered
Common Stock, par value $0.01 per share		DFS		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5 8.0201. ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

On ~~March 27~~April 18, 2025, Discover Financial Services (~~the~~ “~~Company~~Discover”) ~~entered~~and ~~into~~Capital aOne ~~letter~~Financial ~~agreement~~Corporation ~~with J. Michael Shepherd~~ (~~the~~ “~~Letter~~Capital ~~Agreement~~One”), ~~which~~issued ~~provides~~a ~~the~~joint ~~terms~~press ~~and~~release ~~conditions~~announcing ~~pursuant~~that toCapital ~~which~~One ~~Mr. Shepherd~~received ~~will~~regulatory ~~continue~~approval tofrom ~~serve~~the asBoard ~~Interim~~of ~~Chief~~Governors ~~Executive Officer and President~~ of the ~~Company~~Federal Reserve System and ~~Interim~~the ~~President~~Office of ~~Discover~~the ~~Bank~~Comptroller ~~from~~of ~~April~~the 1,Currency ~~2025~~for ~~through~~ the ~~completion~~previously ofannounced ~~the~~ merger ~~with~~of Capital One ~~Financial Corporation pursuant to the Agreement~~ and ~~Plan~~Discover ~~of Merger dated February 19, 2024~~ (the “~~Closing~~Merger”) ~~or,~~and ~~if earlier, June 30, 2025. Pursuant to~~ the ~~terms~~merger of ~~the~~their ~~Letter~~respective ~~Agreement,~~bank ~~Mr. Shepherd~~subsidiaries ~~will~~Discover ~~receive~~Bank aand ~~base~~Capital ~~salary of $1~~One,~~750,000~~ ~~for~~National ~~the~~Association ~~month of April and $750,000 for~~ (the ~~months~~“Bank ofMerger” ~~May~~ and ~~June,~~together ~~in each case paid in accordance~~ with ~~Discover’s~~the ~~customary payroll practices and prorated for any partial months. He will also be eligible to earn a one-time cash award of $2~~Merger,~~400,000~~ (the “~~Merger Completion Bonus~~Transaction”), ~~subject~~pursuant to ~~the~~that ~~Closing~~certain ~~occurring~~Agreement onand orPlan ~~before~~of ~~June 30~~Merger, ~~2025,~~dated ~~and~~as ~~his~~of ~~employment continuing through the time immediately prior to the Closing. In the event Mr.~~February ~~Shepherd’s~~19, ~~employment is terminated by the Company without cause~~2024, by ~~Mr. Shepherd~~and ~~for~~among ~~good reason~~Discover, orCapital asOne aand ~~result~~Vega ofMerger ~~death or disability~~Sub, ~~subject~~Inc. to (the ~~effectiveness~~“Merger ofAgreement”). aAll ~~release~~required ofregulatory ~~claims,~~approvals ~~(i) Discover will continue~~ to ~~pay~~complete ~~any~~the ~~unpaid~~Transaction ~~base~~have ~~salary~~now ~~during~~been ~~the~~received. ~~remaining~~The ~~term~~closing of the ~~Letter~~Transaction ~~Agreement~~is ~~and~~expected ~~(ii) the Merger Completion Bonus, less any base salary paid for the period following termination, will remain eligible~~ to beoccur ~~earned subject to the Closing occurring~~ on or ~~before~~around ~~June 30~~May 18, 2025., ~~Mr. Shepherd~~subject ~~will not be eligible~~ to ~~participate in~~ the ~~Company’s~~satisfaction ~~Severance Plan~~ or ~~Change~~waiver inof ~~Control~~the ~~Severance~~remaining ~~Policy~~closing orconditions ~~entitled to any severance payments or benefits other than as specifically~~ set forth in the ~~Letter~~Merger Agreement.

~~The~~A ~~foregoing~~copy ~~description~~ of the ~~Letter~~joint ~~Agreement~~press ~~does~~release ~~not purport to be complete and~~ is ~~qualified in its entirety by reference to the full text of the Letter agreement, which is~~ attached hereto as Exhibit 1099.1, and is incorporated herein by reference.

Forward Looking Statements

Information in this Current Report on Form 8-K, other than statements of historical facts, may constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may include, but are not limited to, statements related to the expected consummation of the Transaction. Forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “targets,” “scheduled,” “plans,” “intends,” “goal,” “anticipates,” “expects,” “believes,” “forecasts,” “outlook,” “estimates,” “potential,” or “continue” or negatives of such terms or other comparable terminology. All forward-looking statements are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of Discover or Capital One to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, among others, the possibility of a failure of the closing conditions in the Merger Agreement to be satisfied, or any unexpected delay in completing the Transaction or the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement. Additional factors that could affect future results of Discover and Capital One can be found in Discover’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and Capital One’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K (and any amendments to those documents), in each case filed with the SEC and available on the SEC’s website at http://www.sec.gov. Discover and Capital One disclaim any obligation and do not intend to update or revise any forward-looking statements contained in this communication, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by federal securities laws.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
ExhibitNumber		Description
10.1		Letter Agreement, dated as of March 27, 2025, between Discover Financial Services and J. Michael Shepherd.
99.1		Joint Press Release, dated April 18, 2025
104		Cover Page Interactive Data File – (the cover page ~~from~~XBRL ~~this~~tags ~~Current~~are ~~Report~~embedded onin ~~Form~~the ~~8-K, formatted as~~ Inline XBRL ~~(included as Exhibit 101~~document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DISCOVER FINANCIAL SERVICES
Date: March 28, 2025	By:	/s/ Efie Vainikos
Date: April 18, 2025	By:	/s/ Efie Vainikos
	Name:	Efie Vainikos
	Title:	Assistant Secretary

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