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Discover Completes Merger with Capital One
DFS
M&A
Delisting/Listing Issues
  • Merger Finalized: Discover Financial Services completed its merger with Capital One effective May 18, 2025, resulting in Discover ceasing to operate as an independent entity.
  • Stock Conversion Terms: Each share of Discover Common Stock was converted into 1.0192 shares of Capital One Common Stock, with cash provided for any fractional shares.
  • Delisting Action: As a result of the merger, Discover’s common stock was delisted from the NYSE.
May 19, 2025, 12:00 AM
Discover Financial Services Q1 2025 Results & Merger Update
DFS
Earnings
M&A
Dividends
  • Merger Approved: The merger with Capital One secured all necessary regulatory approvals with over 99% shareholder support (,), targeting a closing on May 18, 2025.
  • Strong Q1 2025 Results: Net income reached $1.1 Bn with earnings up 31% year-over-year, a diluted EPS of $4.25, and a 24% return on equity (,).
  • Capital and Dividend: The common equity Tier 1 ratio increased to 14.7% and a quarterly cash dividend of $0.70 per share was declared, with future dividend considerations tied to the merger ().
  • Revenue & Margins: Revenue net of interest expense improved by 2% to approximately $4.3 Bn, driven by margin expansion and stable consumer trends (,).
Apr 24, 2025, 12:01 PM
Discover Financial Services Reports Q1 2025 Earnings
DFS
Earnings
Dividends
M&A
  • Net income for Q1 2025 was $1.1 billion with diluted EPS of $4.25, reflecting strong financial performance.
  • The Board declared a quarterly cash dividend of $0.70 per common share, and the merger with Capital One has received all required approvals with an expected closing on or about May 18, 2025.
Apr 23, 2025, 12:00 AM
Discover Financial Services Receives Regulatory Orders Amid Misclassification Issues
DFS
Legal Proceedings
  • The FDIC issued an Amended and Restated Consent Order, Order for Restitution, and Order to Pay on April 16, 2025, following Board consent, addressing misclassification of credit card products.
  • The Federal Reserve subsequently issued an Order to Cease and Desist, with agencies assessing a total of $250 million in civil money penalties for unsafe banking practices.
  • The orders mandate enhanced internal controls and remediation measures, including a requirement for full restitution of at least $1.225 billion to affected merchant customers.
Apr 18, 2025, 12:00 AM
Discover Acquisition Receives Final Regulatory Approvals
DFS
M&A
  • Regulatory approvals from the Federal Reserve and OCC have been received for Capital One’s acquisition of Discover, following prior shareholder and state approvals.
  • The transaction is expected to close on May 18, 2025, with no immediate changes to customer accounts.
Apr 18, 2025, 12:00 AM
Discover Announces Interim CEO Appointment
DFS
Management Change
Executive Compensation
M&A
  • J. Michael Shepherd has been confirmed to continue as Interim CEO and President, effective April 1, 2025, until the merger with Capital One completes or until June 30, 2025.
  • His compensation package includes a base salary of $1,750,000 for April and $750,000 for May and June, along with a one-time $2,400,000 Merger Completion Bonus contingent on the merger closing.
  • The letter agreement also provides for termination protection, detailed benefits, and both indemnification and post-employment director compensation.
Mar 28, 2025, 12:00 AM
Discover Financial Services Releases Monthly Credit Card Statistics
DFS
  • The document presents monthly credit card charge-off and delinquency statistics for the Discover portfolio across twenty-four months ending February 28, 2025.
  • Key metrics include Ending Loans, Average Loans, Net Principal Charge-off Rate, and Delinquency Rate with detailed month-over-month figures provided.
  • The report highlights that the statistics reflect the total credit card portfolio, which differs from the securitized credit card loans reported by the Trusts, affecting comparability.
  • This 8-K filing offers essential insights into Discover’s credit performance and portfolio health, relevant for ongoing financial analysis.
Mar 14, 2025, 12:00 AM

Quarterly earnings call transcripts for DFS.

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