UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Explanatory Note
Effective May 18, 2025, Capital One Financial Corporation (“Capital One”) completed its previously announced acquisition of Discover Financial Services (“Discover”) pursuant to the Agreement and Plan of Merger, dated as of February 19, 2024, by and among Capital One, Discover and Vega Merger Sub, Inc., a wholly owned subsidiary of Capital One (the “Transaction”), as previously disclosed in Capital One’s Current Report on Form 8-K filed on May 19, 2025 (the “Original 8-K”). This Current Report on Form 8-K/A is being filed to amend Item 9.01 of the Original 8-K to include the financial statements of Discover and pro forma financial information required by Item 9.01 of Form 8-K (this “Amendment No. 1”).
The pro forma financial information included in this Amendment No. 1 has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that Capital One and Discover would have achieved had the companies been combined during the periods presented in the pro forma financial information, and is not intended to project the future results of operations that the combined company may achieve after completion of the Transaction. Except as described above, this Amendment No. 1 does not otherwise amend, modify, or update the disclosures contained in the Original 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial statements of businesses acquired.
The audited consolidated financial statements of Discover as of December 31, 2024 and 2023, and for each of the fiscal years ended December 31, 2024, 2023 and 2022 are filed as Exhibit 99.1 hereto and incorporated herein by reference.
The unaudited condensed consolidated financial statements of Discover Financial Services as of and for the quarterly period ended March 31, 2025 are filed as Exhibit 99.2 hereto and incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma condensed combined balance sheet of Capital One as of March 31, 2025, giving effect to the Transaction as if it had occurred on March 31, 2025, and the unaudited pro forma condensed combined statements of income of Capital One for the three months ended March 31, 2025 and the year ended December 31, 2024, in each case giving effect to the Transaction as if it had occurred on January 1, 2024, are filed as Exhibit 99.3 hereto and incorporated herein by reference.
(d) Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CAPITAL ONE FINANCIAL CORPORATION | ||
| By: | /s/ Matthew W. Cooper | |
| Matthew W. Cooper | ||
| General Counsel and Corporate Secretary | ||
Dated: May 22, 2025
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