Michael Shepherd - May 18, 2025 Form 4 Insider Report for Discover Financial Services (DFS)

Role: Director
Signature: /s/ Efie Vainikos as Attorney-In-Fact for J. Michael Shepherd
Stock symbol: DFS
Transactions as of: May 18, 2025
Transactions value $: $0
Form type: 4
Date filed: 5/19/2025, 05:06 PM
Previous filing: Apr 3, 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
SHEPHERD MICHAEL	Director	2500 LAKE COOK ROAD, RIVERWOODS	/s/ Efie Vainikos as Attorney-In-Fact for J. Michael Shepherd	2025-05-19	0001680502

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DFS	Common Stock	Disposed to Issuer		-25.1K	-100%		0	May 18, 2025	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Michael Shepherd is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Disposed of pursuant to the Agreement and Plan of Merger, dated as of February 19, 2024, by and among the Issuer, Capital One Financial Corporation ("Capital One"), and Vega Merger Sub, Inc. ("Merger Sub") (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, at the effective time of the merger (the "Effective Time") between the Issuer and Merger Sub (the "Merger"), each share of Issuer common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive 1.0192 shares of Capital One common stock. The Merger closed on May 18, 2025 (the "Closing Date"). The closing price of Capital One common stock on the New York Stock Exchange on the last trading day prior to the Closing Date was $197.22. All fractional shares were paid in cash.
F2	As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any shares of Issuer common stock.

Content

Disposed of pursuant to the Agreement and Plan of Merger, dated as of February 19, 2024, by and among the Issuer, Capital One Financial Corporation ("Capital One"), and Vega Merger Sub, Inc. ("Merger Sub") (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, at the effective time of the merger (the "Effective Time") between the Issuer and Merger Sub (the "Merger"), each share of Issuer common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive 1.0192 shares of Capital One common stock. The Merger closed on May 18, 2025 (the "Closing Date"). The closing price of Capital One common stock on the New York Stock Exchange on the last trading day prior to the Closing Date was $197.22. All fractional shares were paid in cash.

As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any shares of Issuer common stock.