Capital One Financial Reports Updates Regarding Merger Agreement with Discover Financial Services

Capital One Financial Corporation (NYSE: COF) has recently filed an 8-K form with the U.S. Securities and Exchange Commission, providing crucial updates about its Agreement and Plan of Merger with Discover Financial Services. The agreement, initiated on February 19, 2024, involves a series of mergers between Capital One, Discover, and their subsidiaries, marking significant corporate restructuring for both companies.

The Current Report on Form 8-K filed by Capital One includes detailed disclosures about the merger transactions. As part of the mergers, Capital One’s subsidiary, Merger Sub, will merge with Discover, leading to Discover becoming the surviving entity initially. Subsequently, Discover will merge with Capital One, with Capital One emerging as the surviving entity in the second-step merger. Following this, Discover Bank will merge with Capital One’s subsidiary, Capital One National Association.

In response to Discover’s recent filings recalculating financial information related to their 2023 annual report, Capital One has also updated its financial data in connection with the ongoing transaction. The filing includes a financial data supplement released by Discover on January 22, 2025, encompassing the quarter and the twelve months ended December 31, 2024.

Capital One emphasized that the provided information in the report shall not be considered as “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934. Furthermore, specifics from Exhibit 99.1, which contains financial details, are not incorporated by reference into filings under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Additionally, Capital One has disclosed an update concerning Discover’s amended annual report on Form 10-K/A for the year ended December 31, 2023. The update includes restated audited financial statements for previous years and quarterly periods, reflecting a comprehensive account of financial changes within Discover.

The filing also outlines various exhibits provided by Capital One, including Discover’s restated financial statements, pro forma financial information, and the consent of Deloitte & Touche LLP, Discover’s independent registered public accounting firm.

The report underscores that the pro forma financial statements are subject to uncertainties and should not be construed as indicative of actual operations or financial conditions following the completion of the mergers.

Capital One urges investors and stakeholders to carefully review the documentation provided in the 8-K filing for a comprehensive understanding of the upcoming changes associated with the mergers. The company advises interested parties to consider all the relevant financial information before making any investment or voting decisions.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Capital One Financial’s 8K filing here.

Capital One Financial Company Profile

Capital One Financial Corporation operates as the financial services holding company for the Capital One, National Association, which engages in the provision of various financial products and services in the United States, Canada, and the United Kingdom. It operates through three segments: Credit Card, Consumer Banking, and Commercial Banking.