Thomas G. Maheras - May 15, 2025 Form 4 Insider Report for Discover Financial Services (DFS)

Role
Director
Signature
/s/ Efie Vainikos as Attorney-In-Fact for Thomas G. Maheras
Stock symbol
DFS
Transactions as of
May 15, 2025
Transactions value $
$0
Form type
4
Date filed
5/19/2025, 05:11 PM
Previous filing
May 13, 2024
Next filing
May 20, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
MAHERAS THOMAS G Director 2500 LAKE COOK ROAD, RIVERWOODS /s/ Efie Vainikos as Attorney-In-Fact for Thomas G. Maheras 2025-05-19 0001389100

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DFS Common Stock Award $0 +948 +1.5% $0.00 64K May 15, 2025 Direct F1
transaction DFS Common Stock Disposed to Issuer $0 -64K -100% $0.00 0 May 18, 2025 Direct F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Thomas G. Maheras is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Award of restricted stock units pursuant to the Discover Financial Services Directors' Compensation Plan.
F2 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.
F3 Includes 948 shares of Issuer common stock in respect of restricted stock units that vested in full immediately prior to the Effective Time.
F4 As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any shares of Issuer common stock.