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

Role: EVP, Chief Information Officer
Signature: /s/ Efie Vainikos as Attorney-In-Fact for Jason Strle
Stock symbol: DFS
Transactions as of: May 18, 2025
Transactions value $: $0
Form type: 4
Date filed: 5/19/2025, 05:18 PM
Previous filing: Jan 27, 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Strle Jason	EVP, Chief Information Officer	2500 LAKE COOK ROAD, RIVERWOODS	/s/ Efie Vainikos as Attorney-In-Fact for Jason Strle	2025-05-19	0001985142

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DFS	Common Stock	Disposed to Issuer		-33.8K	-100%		0	May 18, 2025	Direct	F1, F2, F3

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

Jason Strle 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 "Exchange Ratio"). 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	Includes 27,675 shares of Issuer common stock in respect of restricted stock unit awards (the "Issuer RSU Awards"). Pursuant to the Merger Agreement, at the Effective Time, each Issuer RSU Award outstanding immediately prior to the Effective Time was converted into a Capital One restricted stock unit award in respect of that number of shares of Capital One common stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Issuer common stock subject to the Issuer RSU Award immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, and which is otherwise be subject to the same terms and conditions as applied to the corresponding Issuer RSU Award immediately prior to the Effective Time.
F3	As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any shares of Issuer common stock.