ROGER C. HOCHSCHILD - 07 Dec 2022 Form 4 Insider Report for Discover Financial Services (DFS)

Role: CEO and President, Director
Signature: /s/ Efie Vainikos as Attorney-In-Fact for Roger C. Hochschild
Issuer symbol: DFS
Transactions as of: 07 Dec 2022
Transactions value $: $0
Form type: 4
Filing time: 09 Dec 2022, 16:36:00 UTC
Previous filing: 06 Dec 2022
Next filing: 13 Dec 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DFS	Common Stock	Gift	$0	-10K	-1.15%	$0.00	858K	06 Dec 2022	Direct
transaction	DFS	Common Stock	Gift	$0	-10K	-1.17%	$0.00	848K	07 Dec 2022	Direct
holding	DFS	Common Stock						29.1K	07 Dec 2022	By Hochschild Remainder Trust	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	DFS	Non-Recourse Loan (call option - obligation to sell)	Other		-80.9K	-50%		80.9K	07 Dec 2022	Common Stock	80.9K	$104.09	Direct	F1, F2
transaction	DFS	Non-Recourse Loan (call option - right to buy)	Other		+80.9K			80.9K	07 Dec 2022	Common Stock	80.9K	$104.09	By GST	F1, F2

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

Explanation of Responses:

Id	Content
F1	On December 7, 2022, the reporting person entered into a non-recourse loan agreement ("Non-Recourse Loan") with a generation-skipping trust ("GST") for which his spouse serves as trustee, pursuant to which the reporting person transferred 80,876 shares of Discover Financial Services ("Shares") to the GST. As collateral for the loan, the GST provided to the reporting person a promissory note for the value of the Shares transferred, using the average high/low price on the transfer date of $104.085.
F2	The Non-Recourse Loan has a term of 9 years, subject to extension by the reporting person.
F3	These shares are held in a trust for the benefit of the reporting person's spouse and children. The reporting person's spouse is trustee of the trust.