COF Capital One Financial Corporation

As filed with the Securities and Exchange Commission on June 14, 2024

Registration No. 333-278812

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

FORM S-4

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

CAPITAL ONE FINANCIAL CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

1680 Capital One Drive,

McLean, Virginia 22102

(703) 720-1000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Matthew W. Cooper

General Counsel and Corporate Secretary

Capital One Financial Corporation

1680 Capital One Drive

McLean, Virginia 22102

(703) 720-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and upon completion of the mergers described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a) MAY DETERMINE.

The information in this joint proxy statement/prospectus is not complete and may be changed. A registration statement relating to the securities described in this joint proxy statement/prospectus has been filed with the U.S. Securities and Exchange Commission. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This joint proxy statement/prospectus does not constitute an offer to sell or the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION—DATED JUNE 14, 2024

To the Stockholders of Capital One Financial Corporation and the Stockholders of Discover Financial Services

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

On behalf of the boards of directors of Capital One Financial Corporation (“Capital One”) and Discover Financial Services (“Discover”), we are pleased to enclose this joint proxy statement/prospectus relating to the proposed acquisition of Discover by Capital One. We are requesting that you take certain actions as a holder of Capital One common stock (a “Capital One stockholder”) or as a holder of Discover common stock (a “Discover stockholder”).

The boards of directors of Capital One and Discover have each unanimously approved a merger agreement (as defined below) pursuant to which Capital One will acquire Discover. This acquisition will accelerate Capital One’s ability to build a global payments technology company that is competitive with the largest payment networks and payments companies, and enhance Capital One’s ability to compete with the nation’s largest banks in the provision of credit cards and banking and payment services.

Pursuant to the Agreement and Plan of Merger, dated as of February 19, 2024, by and among Discover, Capital One and Vega Merger Sub, Inc. (“Merger Sub”) (as may be amended, modified or supplemented from time to time in accordance with its terms, the “merger agreement”), Merger Sub will merge with and into Discover (the “first merger”), with Discover as the surviving corporation. Immediately following the first merger, Discover will merge with and into Capital One (the “second step merger,” and together with the first merger, the “mergers”), with Capital One as the surviving corporation (the “surviving entity” or “Capital One”). Immediately following the completion of the second step merger, Discover Bank, a Delaware state-chartered bank and a wholly owned subsidiary of Discover, will merge with and into Capital One, National Association, a wholly owned national bank subsidiary of Capital One, with Capital One, National Association as the surviving bank.

In the first merger, Discover stockholders will receive 1.0192 shares of Capital One common stock for each share of Discover common stock (the “exchange ratio”) they own. Based on the closing price of Capital One common stock on the New York Stock Exchange (the “NYSE”) on February 16, 2024, the last trading day before the public announcement of the mergers, the exchange ratio represented approximately $139.86 in value for each share of Discover common stock, representing merger consideration of approximately $35.3 billion on an aggregate basis. Based on the closing price of Capital One common stock on the NYSE on [     ], 2024, the last practicable trading day before the date of the accompanying joint proxy statement/prospectus, of $[    ], the exchange ratio represented approximately $[    ] in value for each share of Discover common stock.

In addition, each share of Discover preferred stock issued and outstanding immediately prior to the second step merger will be converted into the right to receive one (1) share of an applicable newly created series of new Capital One preferred stock having terms that are not materially less favorable than the terms of the applicable series of Discover preferred stock. Each outstanding Discover depositary share representing a 1/100th interest in a share of Discover preferred stock will become a new Capital One depositary share and will represent a 1/100th interest in a share of the applicable series of new Capital One preferred stock.

Holders of Capital One common stock and holders of Capital One preferred stock (or depositary shares in respect thereof) will continue to own their existing shares of Capital One common stock or Capital One preferred stock (or depositary shares in respect thereof), as applicable, following the mergers.

The value of the Capital One common stock at the time of completion of the mergers could be greater than, less than or the same as the value of Capital One common stock on the date of this joint proxy statement/prospectus. We urge you to obtain current market quotations of Capital One common stock (NYSE trading symbol “COF”) and Discover common stock (NYSE trading symbol “DFS”).

The obligations of Capital One and Discover to complete the mergers are subject to the satisfaction or waiver of a number of conditions set forth in the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus.

We expect the mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, Discover stockholders generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of shares of Discover common stock for Capital One common stock in the first merger, except with respect to any cash received by Discover stockholders in lieu of fractional shares of Capital One common stock. For more information regarding the tax consequences of the mergers, see the section entitled “Material U.S. Federal Income Tax Consequences of the Mergers” beginning on page 134.

Based on the number of shares of Discover common stock outstanding or reserved for issuance as of [    ], 2024, Capital One expects to issue approximately [    ] million shares of Capital One common stock to Discover stockholders in the aggregate in the first merger. We estimate that former Capital One stockholders will own approximately 60% of the common stock of the surviving entity and former Discover stockholders will own approximately 40% of the common stock of the surviving entity following the completion of the mergers.

The special meeting of Discover stockholders will be held in person on [    ], 2024 at [ ], Central Time (the “Discover special meeting”). The special meeting of Capital One stockholders will be held in person on [    ], 2024 at [    ], Eastern Time (the “Capital One special meeting”). At our respective special meetings, in addition to other business, Capital One will ask the Capital One stockholders to approve the issuance of shares of Capital One common stock to Discover stockholders pursuant to the merger agreement, and Discover will ask the Discover stockholders to adopt the merger agreement. Information about these meetings and the mergers is contained in this joint proxy statement/prospectus.

Holders of Discover preferred stock and holders of depositary shares representing Discover preferred stock are not entitled to, and are not requested to, vote at the Discover special meeting. Holders of Capital One preferred stock and holders of depositary shares representing Capital One preferred stock are not entitled to, and are not requested to, vote at the Capital One special meeting.

Each of our boards of directors unanimously recommends that the Capital One stockholders and the Discover stockholders vote “FOR” each of the proposals to be considered at their respective special meetings. We strongly support the mergers and join our boards in their recommendations.

This joint proxy statement/prospectus provides you with detailed information about the merger agreement and the mergers. It also contains or references information about Capital One and Discover and certain related matters. You are encouraged to read this joint proxy statement/prospectus carefully in its entirety. In particular, you should read the section entitled “Risk Factors” beginning on page 32 for a discussion of the risks you should consider in evaluating the mergers and how it will affect you. You can also obtain information about Capital One and Discover from documents that have been filed with the Securities and Exchange Commission that are incorporated into this joint proxy statement/prospectus by reference.

On behalf of Capital One and Discover, thank you for your prompt attention to this important matter.

Sincerely,

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the mergers or determined if this joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The securities to be issued in the mergers are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either Capital One or Discover, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

This joint proxy statement/prospectus is dated [     ], 2024, and is first being mailed to Capital One stockholders and Discover stockholders on or about [     ], 2024.

ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about Capital One and Discover from other documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this joint proxy statement/prospectus through the Securities and Exchange Commission website at http://www.sec.gov or by requesting them in writing or by telephone at the appropriate address below:

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five business days before the date of the applicable special meeting. This means that Capital One stockholders requesting documents must do so by [    ], 2024, in order to receive them before the Capital One special meeting, and Discover stockholders requesting documents must do so by [    ], 2024, in order to receive them before the Discover special meeting.

You should rely only on the information contained or incorporated by reference in this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [     ], 2024, and you should assume that the information in this joint proxy statement/prospectus is accurate only as of such date. You should assume that the information incorporated by reference into this joint proxy statement/prospectus is accurate as of the date of such incorporated document. Neither the mailing of this joint proxy statement/prospectus to Capital One stockholders or Discover stockholders, nor the issuance by Capital One of shares of Capital One common stock pursuant to the merger agreement, will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in, or incorporated by reference into, this joint proxy statement/prospectus regarding Discover has been provided by Discover, and information contained in, or incorporated by reference into, this joint proxy statement/prospectus regarding Capital One has been provided by Capital One.

In addition, if you have questions about the mergers or this joint proxy statement/prospectus, would like additional copies of this joint proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, contact Morrow Sodali, the proxy solicitor for Capital One, by calling (800) 662-5200 for stockholders or (203) 658-9400 for banks and brokers or by emailing COF@investor.morrowsodali.com, or Innisfree M&A Incorporated, the proxy solicitor for Discover, by calling toll-free at (877) 687-1873 or collect at (212) 750-5833. You will not be charged for any of these documents that you request.

See the section entitled “Where You Can Find More Information” beginning on page 203 for further information.

Capital One Financial Corporation

1680 Capital One Drive

McLean, VA 22102

NOTICE OF SPECIAL MEETING OF CAPITAL ONE STOCKHOLDERS

To Capital One stockholders:

On February 19, 2024, Capital One Financial Corporation (“Capital One”), Vega Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Capital One, and Discover Financial Services (“Discover”) entered into an Agreement and Plan of Merger (as may be amended, modified or supplemented from time to time in accordance with its terms, the “merger agreement”). A copy of the merger agreement is attached as Annex A to the accompanying joint proxy statement/prospectus. A summary of the merger agreement is included in the section of the accompanying joint proxy statement/prospectus entitled “The Merger Agreement.”

NOTICE IS HEREBY GIVEN that a special meeting of holders of Capital One common stock (such holders, the “Capital One stockholders,” and such meeting, the “Capital One special meeting”) will be held at Capital One’s campus at 1600 Capital One Drive, McLean, Virginia 22102 on [    ], 2024 at [     ], Eastern Time.

At the Capital One special meeting, you will be asked to vote on the following matters:

The board of directors of Capital One (the “Capital One board of directors”) has fixed the close of business on [    ], 2024 as the record date for the Capital One special meeting. Only holders of record of Capital One common stock as of the close of business on the record date for the Capital One special meeting are entitled to notice of, and to vote at, the Capital One special meeting or any adjournment or postponement thereof.

Capital One has determined that Capital One stockholders and holders of Capital One preferred stock are not entitled to appraisal or dissenters’ rights under the Delaware General Corporation Law in connection with the transactions contemplated by the merger agreement.

The Capital One board of directors unanimously recommends that Capital One stockholders vote “FOR” the Capital One share issuance proposal and “FOR” the Capital One adjournment proposal.

If you have any questions or need assistance with voting, please contact Capital One’s proxy solicitor, Morrow Sodali, by calling (800) 662-5200 for stockholders or (203) 658-9400 for banks and brokers or by emailing COF@investor.morrowsodali.com.

Your vote is important. We cannot complete the transactions contemplated by the merger agreement unless Capital One stockholders approve the Capital One share issuance proposal. The affirmative vote of a majority of the votes cast by Capital One stockholders at the Capital One special meeting is required to approve the Capital One share issuance proposal.

Each copy of the joint proxy statement/prospectus mailed to Capital One stockholders is accompanied by a form of proxy card with instructions for voting. The joint proxy statement/prospectus explains the merger agreement and the transactions contemplated thereby, as well as the proposals to be considered at the Capital One special meeting. Please carefully review the joint proxy statement/prospectus, including the annexes thereto and the documents incorporated by reference therein, in its entirety.

Whether or not you plan to attend the Capital One special meeting in person, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker, trustee or other nominee, please follow the instructions provided by such bank, broker, trustee or other nominee.

Due to space limitations, attendance is limited to Capital One stockholders and persons holding valid legal proxies from those stockholders. Admission to the Capital One special meeting is on a first-come, first-served basis. Registration will begin at [ ] a.m., Eastern Time. Valid government-issued picture identification must be presented to attend the Capital One special meeting. If you hold Capital One common stock through a bank, broker, trustee or other nominee, you must bring a copy of a statement reflecting your stock ownership as of the record date, and if you wish to vote in person, you must also bring a legal proxy from your bank, broker, trustee or other nominee. Cameras, recording devices, and other electronic devices are not permitted. If you require special assistance at the Capital One special meeting, please contact the Corporate Secretary at 1600 Capital One Drive, McLean, VA 22102.

By Order of the Board of Directors

Matthew W. Cooper

General Counsel and Corporate Secretary

Capital One Financial Corporation

[     ], 2024

Discover Financial Services

2500 Lake Cook Road

Riverwoods, IL 60015

NOTICE OF SPECIAL MEETING OF DISCOVER STOCKHOLDERS

To Discover stockholders:

On February 19, 2024, Discover Financial Services, a Delaware corporation (“Discover”), entered into an Agreement and Plan of Merger with Capital One Financial Corporation, a Delaware corporation (“Capital One”) and Vega Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Capital One (“Merger Sub”) (as may be amended, modified or supplemented from time to time in accordance with its terms, the “merger agreement”). A copy of the merger agreement is attached as Annex A to the accompanying joint proxy statement/prospectus. A summary of the merger agreement is included in the section of the accompanying joint proxy statement/prospectus entitled “The Merger Agreement.”

NOTICE IS HEREBY GIVEN that a special meeting of holders of Discover common stock (such holders, the “Discover stockholders,” and such meeting, the “Discover special meeting”) will be held on [    ], 2024 at [    ] [a.m.][p.m.], [Central Time] at 2500 Lake Cook Road, Riverwoods, Illinois 60015. We are pleased to notify you of, and invite you to, the Discover special meeting.

At the Discover special meeting, you will be asked to vote on the following matters:

The Discover board of directors has fixed the close of business on [    ], 2024 as the record date for the Discover special meeting. Only holders of record of Discover common stock as of the close of business on the record date for the Discover special meeting are entitled to notice of, and to vote at, the Discover special meeting or any adjournment or postponement thereof.

Discover has determined that Discover stockholders are not entitled to appraisal or dissenters’ rights under the Delaware General Corporation Law (the “DGCL”) in connection with the transactions contemplated by the merger agreement.

Pursuant to Section 262 of the DGCL, notice is hereby given that, in connection with the transactions contemplated by the merger agreement and as further explained in the accompanying joint proxy statement/prospectus, holders of Discover’s Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C and Discover’s 6.125% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series D are entitled to appraisal rights under Section 262 of the DGCL, a copy of which is attached as Annex D to the accompanying joint proxy statement/prospectus.

The Discover board of directors unanimously recommends that Discover stockholders vote “FOR” the Discover merger proposal, “FOR” the Discover compensation proposal and “FOR” the Discover adjournment proposal.

If you have any questions or need assistance with voting, please contact Discover’s proxy solicitor, Innisfree M&A Incorporated, by calling toll-free at (877) 687-1873 or collect at (212) 750-5833.

Your vote is important. We cannot complete the transactions contemplated by the merger agreement unless Discover stockholders adopt the merger agreement. The affirmative vote of the holders of a majority of all the votes entitled to be cast on the merger agreement by the Discover stockholders is required to approve the Discover merger proposal.

Each copy of the joint proxy statement/prospectus mailed to Discover stockholders is accompanied by a form of proxy card with instructions for voting. The accompanying joint proxy statement/prospectus explains the merger agreement and the transactions contemplated thereby, as well as the proposals to be considered at the Discover special meeting. Please carefully review the joint proxy statement/prospectus, including the annexes thereto and the documents incorporated by reference therein, in its entirety.

Whether or not you plan to attend the Discover special meeting, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote by calling the toll-free telephone number or by using the Internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker, trustee or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker, trustee or other nominee.

By Order of the Board of Directors

Hope D. Mehlman

Executive Vice President, Chief Legal Officer,

General Counsel and Secretary

Discover Financial Services

[     ], 2024

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained or incorporated by reference into this joint proxy statement/prospectus are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. Any statement that does not describe historical or current facts is a forward-looking statement, including future financial and operating results, statements related to the expected timing of the completion of the mergers, the surviving entity’s plans, objectives, expectations and intentions, and other statements that are not historical facts.

Forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “targets,” “scheduled,” “plans,” “intends,” “goal,” “anticipates,” “expects,” “believes,” “forecasts,” “outlook,” “estimates,” “potential,” or “continue” or negatives of such terms or other comparable terminology. Forward-looking statements are based on current expectations, estimates and projections about Capital One’s and Discover’s businesses, beliefs of Capital One’s and Discover’s managements and assumptions made by Capital One’s and Discover’s managements. These statements are not guarantees of future performance and are subject to numerous risks, uncertainties and assumptions which are difficult to predict, change over time, and are often beyond the control of Capital One and Discover. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.

While there is no assurance that any list of risks, uncertainties or risk factors is complete, below are certain factors, in addition to the factors relating to the mergers discussed in the section entitled “Risk Factors” beginning on page 32 and the risk factors previously discussed in Capital One’s and Discover’s reports filed with the SEC, which could cause actual results to differ materially from those contained or implied in the forward-looking statements:

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For any forward-looking statements made in this joint proxy statement/prospectus or in any documents incorporated by reference into this joint proxy statement/prospectus, Capital One and Discover claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this joint proxy statement/prospectus or the dates of the documents incorporated by reference in this joint proxy statement/prospectus. Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. Except as required by applicable law, neither Capital One nor Discover undertakes to update these forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made.

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For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the reports that Capital One and Discover have filed with the SEC as described in the section entitled “Where You Can Find More Information” beginning on page 203.

Capital One and Discover expressly qualify in their entirety all forward-looking statements attributable to either of them or any person acting on their behalf by the cautionary statements contained in, referred to, or incorporated in this joint proxy statement/prospectus.

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RISK FACTORS

An investment by Discover’s stockholders in Capital One common stock as a result of the exchange of shares of Discover common stock for shares of Capital One common stock in the first merger involves certain risks. Similarly, a decision on the part of Capital One stockholders to approve the Capital One share issuance also involves risks for Capital One stockholders, who will continue to hold their shares of Capital One common stock after the mergers. Certain material risks and uncertainties connected with the merger agreement and transactions contemplated thereby, including the mergers and bank merger, and ownership of Capital One common stock, are discussed below. In addition, Capital One and Discover have discussed certain other material risks connected with the ownership of Capital One common stock and with Capital One’s business, and with the ownership of Discover common stock and Discover’s business, respectively, under the caption “Risk Factors” appearing in their Annual Reports on Form 10-K most recently filed with the SEC, and may include additional or updated disclosures of such material risks in their subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that each has filed with the SEC or may file with the SEC after the date of this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 203.

Capital One stockholders and Discover stockholders should carefully read and consider all of these risks and all other information contained in this joint proxy statement/prospectus, including the discussions of risk factors included in the documents incorporated by reference in this joint proxy statement/prospectus, in deciding whether to vote for approval of the various proposals for which they may be entitled to vote at the Capital One special meeting or the Discover special meeting. The risks described in this joint proxy statement/prospectus and in those documents incorporated by reference may adversely affect the value of Capital One common stock that you, as an existing Capital One stockholder, currently hold or that you, as an existing Discover stockholder, will hold upon consummation of the mergers, and could result in a significant decline in the value of Capital One common stock and cause Capital One stockholders and/or Discover stockholders to lose all or part of the value of their respective investments in Capital One common stock.

Risks Relating to the Consummation of the Mergers and Capital One Following the Mergers

Because the market price of Capital One common stock may fluctuate prior to the effective time, including as a result of Capital One’s and Discover’s financial performance prior to the effective time, stockholders cannot be certain of the market value of the merger consideration to be received by Discover stockholders.

In the first merger, each share of Discover common stock issued and outstanding immediately prior to the effective time (except for shares owned by Discover or Capital One, subject to certain exceptions set forth in the merger agreement), will be converted into the right to receive 1.0192 shares of Capital One common stock. This exchange ratio is fixed and will not be adjusted for changes in the market price of either Capital One common stock or Discover common stock. Changes in the price of Capital One common stock between now and the effective time will affect the value of the merger consideration that Discover stockholders will receive in the first merger. Neither Capital One nor Discover is permitted to terminate the merger agreement as a result of any increase or decrease in the market price of Capital One common stock or Discover common stock.

Stock price changes may result from a variety of factors, including general market and economic conditions, changes in Capital One’s and Discover’s businesses, operations and prospects, the performance of peer companies and other financial companies, volatility in the prices of securities in global financial markets, including market prices of Capital One, Discover and other banking companies, and regulatory considerations and tax laws, many of which are beyond Capital One’s and Discover’s control. Therefore, at the time of the Capital One special meeting and the Discover special meeting, Capital One stockholders and Discover stockholders will not know the market value of the merger consideration that Discover stockholders will receive at the effective time. You should obtain current market quotations for shares of Capital One common stock (NYSE: COF) and for shares of Discover common stock (NYSE: DFS).

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The market price of Capital One common stock after the mergers may be affected by factors different from those currently affecting the shares of Capital One common stock or Discover common stock.

As a result of the first merger, Discover stockholders will become Capital One stockholders. Capital One’s business differs from that of Discover and certain adjustments may be made to Capital One’s business as a result of the mergers. Accordingly, the results of operations of Capital One and the market price of Capital One common stock after the completion of the mergers may be affected by factors different from those currently affecting the independent results of operations of each of Capital One and Discover. For a discussion of the businesses of Capital One and Discover and of certain factors to consider in connection with those businesses, see the documents incorporated by reference in this joint proxy statement/prospectus and listed in the section entitled “Where You Can Find More Information” beginning on page 203.

Capital One and Discover are expected to incur substantial costs related to the mergers and integration, and these costs may be greater than anticipated due to unexpected events.

Capital One and Discover have incurred and expect to incur a number of significant non-recurring costs associated with the mergers. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit-related costs, public company filing fees and other regulatory fees, financial printing and other printing costs and other related costs. Some of these costs are payable by either Capital One or Discover regardless of whether the mergers are completed.

In addition, Capital One will incur integration costs following the completion of the mergers as Capital One and Discover integrate their businesses, including facilities and systems consolidation costs and employment-related costs. Discover may also incur additional costs to maintain employee morale and to retain key employees. There are a large number of processes, policies, procedures, operations, technologies and systems that may need to be integrated, including purchasing, accounting and finance, payroll, compliance, treasury management, branch operations, vendor management, risk management, lines of business, pricing and benefits. While Capital One and Discover have assumed that a certain level of costs will be incurred, there are many factors beyond their control that could affect the total amount or the timing of the integration costs. Moreover, many of the costs that will be incurred are, by their nature, difficult to estimate accurately. These integration costs may result in Capital One taking charges, which may be substantial, against earnings following the completion of the mergers, and the amount and timing of such charges are uncertain at present. There can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs over time.

Changes in the laws and regulations governing interchange fees paid to card issuers in debit or credit card transactions could adversely affect Capital One’s ability to realize the expected benefits of the mergers.

The Federal Reserve’s Regulation II limits the amount of interchange fees that can be charged per debit card transaction for debit card issuers with over $10 billion in assets, other than transactions involving a three-party system consisting of the cardholder, the merchant and the network provider. Discover operates a three-party system and, as a result, debit card transactions on the Discover Global Network are not subject to the Regulation II limitation on interchange fees. The anticipated revenue synergies associated with the mergers assume that transactions involving a three-party system will continue to not be subject to the limitations on debit interchange fees pursuant to Regulation II. Legislators and banking regulators regularly review the operation of card networks and card issuers, including interchange fees paid to card issuers in debit and credit card transactions which could result in changes to the terms or implementation of Regulation II, or the adoption of other laws and regulations which could impose limitations on the fees that can be charged by issuers or networks on debit or credit card transactions, which could limit Capital One’s ability to realize the expected benefits of the mergers, including the revenue synergies. An inability to realize the full extent of the anticipated benefits of the mergers and the other transactions contemplated by the merger agreement, including the revenue synergies, could have an adverse effect upon the revenues and operating results of Capital One following the completion of the mergers.

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Integrating Discover’s business into Capital One may be more difficult, costly or time-consuming than expected, and Capital One may fail to realize the anticipated benefits of the mergers.

The success of the mergers will depend, in part, on the ability to realize the anticipated revenue synergies and cost savings from combining the businesses of Capital One and Discover. To realize the anticipated benefits from the mergers, including revenue synergies and cost savings, Capital One must successfully integrate Discover into its existing businesses and, in particular, integrate Discover into its risk management framework, compliance systems and corporate culture, in a manner that permits the anticipated revenue synergies and cost savings to be realized and that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. If Capital One is not able to successfully achieve these objectives for any reason, the anticipated benefits of the mergers may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings of the mergers could be less than anticipated, and integration may result in additional and unforeseen expenses.

A significant portion of the anticipated benefits of the mergers relates to Capital One acquiring the Discover Global Network. Capital One believes that extensive investment, including to enhance the risk management function at Discover consistent with Capital One’s risk management standards and those of its regulators, as well as to address remediation obligations under existing and possible future regulatory orders, will be needed to achieve these benefits. The costs of these investments may be greater than anticipated or take longer than expected to realize. Within two years after the closing, Capital One intends to move all of its debit cards and a meaningful portion of its credit cards to the Discover Global Network. Capital One also intends to increase the number of Capital One credit cards on the Discover Global Network over time. During this time, Capital One also intends to issue cards on the Visa and Mastercard networks, which depends on the continued agreement of Visa and Mastercard. The migration, as currently anticipated, also requires a conversion of existing processing systems that depends in part on third-party vendors and their ability to accomplish the conversion on the anticipated timeline. While the planning for this conversion may begin prior to the completion of the mergers, the execution of this conversion will not begin prior to the closing date. The conversion may encounter unexpected challenges and may take longer to complete than anticipated, which could adversely affect Capital One’s ability to realize the anticipated benefits of the mergers. It is also possible that customer spending on Capital One debit and credit cards will be impacted as a result of their migration to the Discover Global Network.

An inability to realize the full extent of the anticipated benefits of the mergers and the other transactions contemplated by the merger agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, levels of expenses and operating results of Capital One following the completion of the mergers, which may adversely affect the value of the common stock of Capital One following the completion of the mergers.

Capital One and Discover have operated and, until the effective time, must continue to operate, independently. It is possible that the integration process could result in the loss of key Discover employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the companies’ ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the mergers, including revenue synergies and cost savings. Integration efforts between the companies may also divert management attention and resources. These integration matters could have an adverse effect on Capital One and Discover during this transition period and on Capital One for an undetermined period after completion of the mergers.

The future results of Capital One following the completion of the mergers may suffer if Capital One does not effectively manage its expanded operations.

Following the mergers, the size and scope of the business of Capital One will increase significantly beyond the current size and scope of either Capital One’s or Discover’s business. Capital One’s future success following the mergers will depend, in part, upon its ability to manage its expanded businesses, which will pose substantial challenges for management, including challenges related to the management and monitoring of new operations

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and associated increased costs and complexity. There can be no assurances that Capital One will be successful or that it will realize the expected operating efficiencies, cost savings and other benefits currently anticipated from the mergers.

In addition, following the mergers, Capital One may be subject to increased scrutiny by, and/or additional regulatory requirements of, governmental authorities as a result of the transaction or the size, scope and complexity of its business operations, which may have an adverse effect on the business, operations or stock price of Capital One.

Since January 1, 2020, the federal banking agencies’ capital and liquidity rules classify all banking organizations with $100 billion or more in total consolidated assets into one of four categories (Category I, II, III or IV), based on the banking organization’s asset size and risk profile, with the most stringent capital and liquidity requirements applicable to Category I firms and the least restrictive requirements applying to Category IV firms. Capital One would become subject to Category II standards if it has $700 billion or more in total consolidated assets or $75 billion or more in cross-jurisdictional activity, each as measured based on the average for the four most recent calendar quarters. Based on this regulatory framework, Capital One currently qualifies as a Category III firm. After giving effect to the mergers, on a consolidated unaudited pro forma basis as of March 31, 2024, Capital One would have total assets of approximately $650.0 billion. Capital One expects to have less than $700 billion in total consolidated assets and less than $75 billion in cross-jurisdictional activity following the completion of the mergers. Capital One expects to continue to be classified as a Category III firm following the completion of the mergers and does not expect to cross the Category II threshold for several years following the closing, but cannot predict with certainty whether or when future growth will result in its exceeding the applicable thresholds for classification as a Category II firm. While Capital One currently maintains more capital and liquidity than is currently required of it as a Category III firm, the additional requirements of becoming a Category II firm would have an impact on Capital One’s regulatory capital and liquidity requirements. Given its excess capital and liquidity positions, Capital One believes it is well positioned for any such increased requirements.

Capital One may be unable to retain Discover personnel successfully after the completion of the mergers.

The success of the mergers will depend in part on Capital One’s ability to retain the talent and dedication of key employees currently employed by Discover. It is possible that these employees may decide not to remain with Discover while the mergers are pending or with Capital One after the completion of the mergers. If Capital One and Discover are unable to retain key employees, including management, who are critical to the successful integration and future operations of the companies, Capital One and Discover could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs. In addition, following the completion of the mergers, if key employees terminate their employment, Capital One’s business activities may be adversely affected, and management’s attention may be diverted to successfully hiring suitable replacements, all of which may cause Capital One’s business to suffer. Discover also may not be able to locate or retain suitable replacements for any key employees who leave its company.

Regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on Capital One following the mergers.

Before the mergers and the bank merger may be completed, various approvals, consents and non-objections must be obtained from the Federal Reserve Board, the OCC and other regulatory authorities. In determining whether to grant these approvals, the banking regulators consider a variety of factors, including the regulatory standing of each party and the factors described in the section entitled “The Mergers—Regulatory Approvals” beginning on page 104. These approvals could be delayed or not obtained at all, including due to any or all of the following: an adverse development in either party’s regulatory standing, or any other factors considered by banking regulators in granting such approvals; governmental, political or community group inquiries, investigations or opposition; changes in legislation; or adverse developments in the political environment.

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Capital One submitted applications to the Federal Reserve Board, the OCC and the Delaware State Bank Commissioner in connection with the proposed mergers and the bank merger on or about March 20, 2024, and responded to requests for additional information from the Federal Reserve Board on April 11, 2024, May 8, 2024 and June 14, 2024. Capital One has also received other inquiries and requests for information from governmental figures and regulatory authorities in connection with the proposed acquisition. On May 14, 2024, the Federal Reserve Board and the OCC announced that a joint public meeting on the proposed acquisition will be held on July 19, 2024 and that the public comment period will be extended through July 24, 2024. Capital One and Discover could receive additional requests for information from regulatory authorities. Capital One and Discover continue to expect the mergers to close in late 2024 or early 2025, but neither Capital One nor Discover can predict the actual date on which the mergers will be completed, or if the mergers will be completed at all, and additional governmental inquiries could affect the timing or receipt of the requisite regulatory approvals.

Even if those approvals are granted, they may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of Capital One’s business following the mergers or require changes to the terms of the transactions contemplated by the merger agreement. Any such terms and conditions, limitations, obligations or restrictions could delay the completion of the transactions contemplated by the merger agreement, result in additional material costs on or materially limit the revenues of Capital One following the mergers or otherwise reduce the anticipated benefits of the mergers or even result in the abandonment of the mergers. Additionally, the completion of the first merger is conditioned on the absence of certain orders, injunctions or decrees by any governmental entity of competent jurisdiction that would prohibit or make illegal the completion of any of the transactions contemplated by the merger agreement.

Despite the parties’ commitments to use their reasonable best efforts to respond to any request for information and resolve any objection that may be asserted by any governmental entity with respect to the merger agreement, neither Capital One nor Discover nor any of their respective subsidiaries is required under the terms of the merger agreement to take any action, or commit to take any action, or agree to any condition or restriction in connection with obtaining permits, consents, approvals and authorizations of governmental entities that would reasonably be expected to have a material adverse effect on the surviving entity and its subsidiaries, taken as a whole, after giving effect to the mergers. See the section entitled “The Mergers—Regulatory Approvals” beginning on page 104.

Discover is subject to significant legal proceedings related to its card product misclassification issue that could result in significant expenses, regulatory penalties and fines and reputational damage, all of which may have an adverse impact on Capital One following the mergers.

Beginning in 2007, Discover incorrectly classified certain credit card accounts into its highest merchant and merchant acquirer pricing tier. Throughout the first quarter of 2024, Discover continued settlement discussions with large direct merchants both directly and indirectly as plaintiffs in putative class actions filed on behalf of all merchants and continued to discuss these efforts with its banking regulators. Based on its experience with remediation efforts, discussions through the first quarter of 2024 with its banking regulators, the Discover board of directors and other stakeholders, the pendency of the mergers, and a desire to advance resolution of the matter more quickly to mitigate further risk, Discover determined it was appropriate to increase its estimate of total remediation costs. Discover increased its liability to $1.2 billion through a charge to other expense for the three months ended March 31, 2024 to reflect the total amount Discover now expects is probable to be disbursed in relation to the card product misclassification issue.

Discover remains in discussions with its banking regulators regarding the card product misclassification matter. Discover expects these discussions will likely result in enforcement actions, which may include, among other remedies, monetary penalties, the amount of which cannot be estimated at this time and could be material to Discover.

In addition, Discover and its subsidiaries have been named as defendants in various lawsuits, including a putative class action on behalf of stockholders and stockholder derivative actions related to the card product misclassification issue and other matters. First, a putative securities class action captioned KBC Asset

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Management N.V., et al. v. Discover Financial Services, et al. is pending in the U.S. District Court for the Northern District of Illinois. Plaintiffs are Discover stockholders who allege that Discover and its officers and directors made false and misleading statements regarding compliance and risk management; they seek to represent a class of all persons who acquired Discover shares between February 21, 2019 and January 17, 2024. Defendants have moved to dismiss the complaint. Second, a shareholder derivative action captioned In re Discover Financial Services Derivative Litigation is pending in the U.S. District Court for the District of Delaware. Plaintiff is a Discover stockholder who alleges that Discover’s directors and officers breached their fiduciary duties to Discover in connection with the card product misclassification and other matters. The action is currently stayed pending a decision on defendants’ motion to dismiss the securities action. Third, multiple merchants who accepted Discover credit cards have brought putative class actions on behalf of all merchants who accepted Discover credit cards and were injured by the card product misclassification issue. These actions were filed in or transferred to the U.S. District Court for the Northern District of Illinois and are being coordinated for pre-trial purposes. The actions are currently stayed pending settlement discussions. Discover is also cooperating with an SEC investigation into the card product misclassification issue. Discover believes that additional losses are probable as a result of these actions and such losses could be material, but it is not able to make a reasonable estimate of the amount or range of such losses as of March 31, 2024.

Although the increased estimate is intended to cover the full amount that is probable to be disbursed to merchants and other affected parties in relation to the card misclassification issue, it does not address any potential regulatory fines or penalties (including from the banking regulators or the SEC) or amounts related to the securities class actions and derivative matters, each of which is inherently difficult to assess or quantify. It is therefore not feasible to predict the ultimate outcome of the card product misclassification issue. Discover could be required to pay significant amounts as a result of settlements or judgments in these matters, in excess of the recorded liability. The resolution of, or increase in accruals for, one or more of these matters in any reporting period could have an adverse effect on Discover’s results of operations for that period. As a result of the mergers, Capital One will assume the risks described above relating to these actions as well as any ongoing expense in defending and resolving these actions, and may be subject to reputational and other risks associated with the Discover actions.

Investigations or enforcement actions by governmental authorities relating to Discover’s historical operations could subject Discover and, following the mergers, Capital One to significant fines, penalties and/or requirements resulting in increased expenses, oversight and reputation risk following the mergers.

Consumer banking and payment services institutions have historically been subject to significant legal actions, both from private and government litigants. In addition to regulatory actions, private litigation may include class action lawsuits and commercial, shareholder and patent litigation. Many of these actions have included claims for substantial compensatory, statutory or punitive damages. Discover has been, and currently is, involved in various actions or proceedings brought by private litigants as well as governmental regulatory and enforcement agencies. This includes the 2020 consent order by the CFPB pursuant to which Discover is required to implement a redress and compliance plan in addition to the payment of at least $10 million in consumer redress to consumers who may have been harmed and a $25 million civil money penalty to the CFPB, and the September 2023 consent order by the FDIC with Discover Bank regarding its compliance management system for consumer protection laws pursuant to which Discover Bank has agreed to improve its consumer compliance management system and enhance related corporate governance and enterprise risk management practices, and increase the level of board oversight over such matters.

As described above, Discover remains in discussions with its regulators regarding the card misclassification issues. Discover expects these discussions will likely result in enforcement actions, which may include, among other remedies, monetary penalties, the amount of which cannot be estimated at this time and could be material to Discover.

Discover may be subject to further actions, including the imposition of additional consent orders, regulatory agreements or civil money penalties, by governmental regulatory and enforcement agencies regarding these or other issues. Furthermore, issues with or delays in satisfying the requirements of a regulatory action could affect

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Discover’s progress on others, and failure to satisfy the requirements of a regulatory action on a timely basis could result in additional penalties, enforcement actions, and other negative consequences, including reputational harm as a result of negative publicity, requiring changes to business activities and product offerings, or subjecting Discover to material fines, penalties, customer restitution or other requirements, resulting in increased expenses. Compliance with existing consent orders, and any other consent orders or regulatory actions, as well as the implementation of their requirements, may increase the expenses of Discover, require Discover to reallocate resources and attention away from its businesses, subject Discover to business restrictions, negatively impact its capital and liquidity, require significant changes to its business, operations, products and services, and risk management practices, and expose Discover to private litigation.

As a result of the mergers, Capital One will be the legal successor to Discover and as a result will assume the risks described above relating to these actions as well as any ongoing expense in defending and resolving these actions, and may be subject to reputational and other risks associated with the Discover actions. Capital One expects to expend significant time and resources to enhance the compliance and risk management infrastructure and processes at Discover consistent with Capital One’s risk management standards and those of its regulators and to remediate outstanding issues. The costs of the investments needed to make these enhancements and remediate existing issues may be greater than anticipated and the enhancements and remediation may take longer or be more challenging than expected or may not be effective. All of these factors could have an adverse effect on Capital One’s business, results of operations and financial condition and divert management’s time and attention away from operating Capital One’s business following the mergers.

The unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus is preliminary and the actual value of the consideration to be issued in the mergers as well as the actual financial condition and results of operations of Capital One after the mergers may differ materially.

The unaudited pro forma condensed combined financial information in this joint proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what Capital One’s actual financial condition or results of operations would have been had the mergers been completed on the dates indicated. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon preliminary estimates, to record the Discover identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The fair value estimates reflected in this joint proxy statement/prospectus are preliminary, and the final amounts will be based upon the actual consideration paid and the fair value of the assets and liabilities of Discover as of the closing date. Accordingly, (i) the actual value of the consideration paid and the fair value of such assets and liabilities may vary significantly from the value used in preparing the unaudited pro forma combined consolidated financial information in this joint proxy statement/prospectus, and (ii) the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this joint proxy statement/prospectus.

The prospective financial information is based on various assumptions and may not be realized.

While presented with numeric specificity, the Capital One and Discover prospective financial information provided in this joint proxy statement/prospectus is based on numerous variables and assumptions (including, but not limited to, those related to the banking, credit card and payment services industries, economic, market and financial conditions and additional matters specific to Capital One’s or Discover’s businesses, as applicable) that are inherently subjective and uncertain and are outside the control of Capital One and Discover. As a result, actual results may differ materially from the prospective financial information. Important factors that may affect actual results and cause the prospective financial information to not be achieved include, but are not limited to, risks and uncertainties relating to Capital One’s and Discover’s businesses, as applicable (including each company’s ability to achieve strategic goals, objectives and targets over applicable periods), liabilities that may be greater than anticipated, industry performance, general business and economic conditions. For more information, see the section entitled “The Mergers—Certain Unaudited Prospective Financial Information” beginning on page 89.

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The opinion delivered by Centerview to the Capital One board of directors and the opinion delivered by PJT Partners to the Discover board of directors, respectively, prior to the entry into the merger agreement will not reflect changes in circumstances that may have occurred since the date of the opinions.

The written opinion of Centerview, Capital One’s financial advisor, to the Capital One board of directors, was delivered on and dated February 19, 2024, and the written opinion of PJT Partners, Discover’s financial advisor, to the Discover board of directors was delivered on and dated February 19, 2024. Changes in the operations and prospects of Capital One or Discover, general market and economic conditions and other factors which may be beyond the control of Capital One and Discover and the market prices of Capital One and Discover, may have altered the value of Capital One or Discover or the prices of shares of Capital One common stock and Discover common stock as of the date of this joint proxy statement/prospectus, or may alter such values and prices by the effective time. The opinions do not speak as of the date of this joint proxy statement/prospectus or as of any other date subsequent to the dates of those opinions.

Discover’s directors and executive officers may have interests in the mergers that may differ from, or are in addition to, the interests of Discover stockholders generally.

Discover stockholders should be aware that Discover’s directors and executive officers may have interests in the mergers and have arrangements that are different from, or in addition to, those of Discover stockholders. These interests and arrangements may create potential conflicts of interest. The Discover board of directors was aware of these respective interests and considered these interests, among other matters, when making their decisions to approve the merger agreement, and in recommending that Discover stockholders vote to approve the Discover merger proposal, the Discover compensation proposal, and the Discover adjournment proposal. For a more complete description of the interests of Discover’s directors and executive officers in the mergers, see the section entitled “The Mergers—Interests of Discover’s Directors and Executive Officers in the Mergers” beginning on page 95.

If the requisite approval of Capital One stockholders or Discover stockholders is not obtained, or other conditions to the closing of the first merger are not met, the merger agreement may be terminated in accordance with its terms and the mergers may not be completed.

The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the first merger. Those conditions include: (i) approval of the Capital One share issuance proposal by the requisite Capital One vote, and approval of the Discover merger proposal by the requisite Discover vote; (ii) the shares of Capital One common stock issuable pursuant to the merger agreement having been authorized for listing on the NYSE, subject to official notice of issuance; (iii) all requisite regulatory approvals having been obtained and remaining in full force and effect and all statutory waiting periods in respect thereof having expired or been terminated, and no such requisite regulatory approval having resulted in the imposition of any materially burdensome regulatory condition; (iv) effectiveness of the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part; and (v) the absence of any order, injunction or decree issued by any court or governmental entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the mergers, the bank merger or any of the other transactions contemplated by the merger agreement, and the absence of the enactment of any law, statute, rule, regulation, order, injunction or decree by any governmental entity which prohibits or makes illegal consummation of the mergers, the bank merger or any of the other transactions contemplated by the merger agreement. Each party’s obligation to complete the first merger is also subject to certain additional customary conditions, including (a) subject to applicable materiality standards, the accuracy of the representations and warranties of the other party, (b) the performance in all material respects by the other party of its obligations under the merger agreement and (c) the receipt by each party of an opinion from its counsel to the effect that the mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. See the section entitled “The Merger Agreement—Conditions to Complete the First Merger” beginning on page 129.

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These conditions to the closing of the first merger may not be fulfilled in a timely manner or at all, and accordingly, the mergers may not be completed. In addition, the parties can mutually decide to terminate the merger agreement at any time, before or after the requisite Capital One stockholder approval and the requisite Discover stockholder approval, or Capital One or Discover may elect to terminate the merger agreement in certain other circumstances (as further described in the section entitled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 130).

Failure to complete the mergers could negatively impact Capital One or Discover.

The merger agreement is subject to a number of conditions that must be fulfilled in order to complete the mergers. Those conditions are described in the section entitled “The Merger Agreement—Conditions to Complete the First Merger” beginning on page 129. These conditions may not be fulfilled in a timely manner or at all, and, accordingly, the mergers may be delayed or may not be completed. In addition, if the merger is not completed by February 19, 2025 (which date may be automatically extended to May 19, 2025 in certain circumstances for purposes of obtaining requisite regulatory approvals (as further described in the section entitled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 130)), either Capital One or Discover may choose not to proceed with the merger, and the parties can mutually decide to terminate the merger agreement at any time before or after the requisite Capital One stockholder approval or the requisite Discover stockholder approval.

If the mergers are not completed for any reason, there may be various adverse consequences and Capital One and/or Discover may experience negative reactions from the financial markets and from their respective customers and employees. For example, Capital One’s or Discover’s businesses may have been affected adversely by the failure to pursue other beneficial opportunities due to the focus of management on the mergers, without realizing any of the anticipated benefits of completing the mergers. Additionally, if the merger agreement is terminated, the market price of Capital One common stock or Discover common stock could decline to the extent that the current market prices reflect a market assumption that the mergers will be completed. If the merger agreement is terminated under certain circumstances involving alternative acquisition proposals or changes in the Capital One board recommendation or the Discover board recommendation, either Capital One or Discover may be required to pay a termination fee of $1.38 billion to the other party. See the section entitled “The Merger Agreement—Termination Fee” beginning on page 131.

Further, Capital One and Discover have incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement and those expenses must be paid even if the mergers are not completed and neither party realizes the expected benefits of the mergers.

In connection with the mergers, Capital One will assume Discover’s outstanding debt obligations, and Capital One’s level of indebtedness following the completion of the mergers could adversely affect Capital One’s ability to raise additional capital and to meet its obligations under Capital One’s existing indebtedness following the mergers.

In connection with the mergers, Capital One will assume Discover’s outstanding indebtedness. Discover’s existing debt, together with any future incurrence of additional indebtedness, could have important consequences for the surviving entity’s creditors and the surviving entity’s stockholders. For example, it could limit the surviving entity’s ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes and require a significant portion of cash flow from operations to be dedicated to the payment of principal and interest on the surviving entity’s indebtedness, thereby reducing the surviving entity’s ability to use cash flows to fund its operations, capital expenditures and future business opportunities.

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Capital One stockholders and Discover stockholders will have a reduced ownership and voting interest in Capital One after the mergers and will exercise less influence over management.

Capital One stockholders and Discover stockholders currently have the right to vote in the election of the board of directors and on other matters affecting Capital One and Discover, respectively. In connection with the mergers, each Discover stockholder who receives shares of Capital One common stock will become a Capital One stockholder, with a percentage ownership of Capital One that is smaller than the holder’s current percentage ownership of Discover and similarly due to the issuance of shares of Capital One common stock to Discover stockholders in connection with the mergers, each Capital One stockholder’s percentage ownership will be smaller than the holder’s current percentage ownership of Capital One. Based on the number of shares of Capital One and Discover common stock outstanding as of the close of business on the respective record dates, and based on the number of shares of Capital One common stock expected to be issued in the mergers, the former Discover stockholders, as a group, are estimated to own approximately [  ]% of the fully diluted shares of Capital One immediately after the mergers and current Capital One stockholders as a group are estimated to own approximately [  ]% of the fully diluted shares of Capital One immediately after the mergers. Because of this, Discover stockholders may have less influence on the management and policies of Capital One than they now have on the management and policies of Discover, and Capital One stockholders may have less influence on the management and policies of Capital One following the mergers than they now have on the management and policies of Capital One.

While the mergers are pending, Capital One and Discover will be subject to business uncertainties and contractual restrictions that could adversely affect each company’s respective business and operations.

Uncertainty about the effect of the transaction on employees, customers, suppliers and other persons with whom Capital One or Discover have a business relationship may have an adverse effect on Capital One’s and Discover’s respective businesses, operations and stock prices. Existing customers, suppliers and other business partners of Capital One and Discover could decide to no longer do business with Capital One, Discover or the surviving entity, reducing the anticipated benefits of the mergers. Capital One and Discover are also subject to certain restrictions on the conduct of their respective businesses while the mergers are pending. As a result, certain other projects may be delayed or abandoned and business decisions could be deferred. In addition, uncertainty may impair Discover’s ability to attract, retain and motivate key personnel until the mergers are completed. Employee retention at Discover may be challenging before completion of the mergers, as certain employees may experience uncertainty about their future roles with Capital One following the mergers, and these retention challenges will require Discover to incur additional expenses in order to retain key employees. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with Discover or Capital One following the mergers, the benefits of the mergers could be materially diminished.

The merger agreement limits Capital One’s and Discover’s respective abilities to pursue alternatives to the mergers and may discourage other companies from trying to acquire Capital One or Discover.

The merger agreement contains “no shop” covenants that restrict each of Capital One’s and Discover’s ability to, directly or indirectly, initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to, engage or participate in any negotiations with any person concerning, provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to, any acquisition proposal, subject to certain exceptions, or, unless the merger agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) in connection with or relating to any acquisition proposal.

The merger agreement further provides that, during the twelve (12)-month period following the termination of the merger agreement under specified circumstances, including the entry into a definitive agreement or consummation of a transaction with respect to an alternative acquisition proposal, Capital One or Discover may be required to pay to the other party a cash termination fee equal to $1.38 billion. See the section entitled “The  Merger Agreement—Termination Fee” beginning on page 131.

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These provisions could discourage a potential third-party acquirer that might have an interest in acquiring all or a significant portion of Capital One or Discover from considering or proposing that acquisition.

The shares of Capital One common stock to be received by Discover stockholders as a result of the first merger will have different rights from the shares of Discover common stock.

In the first merger, Discover stockholders will become Capital One stockholders and, although their rights as stockholders will continue to be governed by Delaware law, they will also be governed by the organizational documents of Capital One, which are different from Discover’s. The rights associated with Capital One common stock are different from the rights associated with Discover common stock, including that the default antitakeover provision of the DGCL (Section 203) applicable to Discover prohibits certain transactions with stockholders who hold 15% or more of a corporation’s outstanding voting stock, whereas the interested stockholder provision in Capital One’s charter would preclude certain acquisitions by holders of more than 5% of the outstanding Capital One common stock, which may be more effective at discouraging, delaying or preventing a change in control. See the section entitled “Comparison of the Rights of Capital One Stockholders and Discover Stockholders” beginning on page 188 for a discussion of the different rights associated with Capital One common stock.

Capital One stockholders and Discover stockholders will not have dissenters’ rights or appraisal rights in connection with the mergers or other matters to be voted on at the Capital One special meeting and Discover special meeting, respectively.

Appraisal rights (also known as dissenters’ rights) are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. Under Section 262 of the DGCL, Capital One stockholders and Discover stockholders are not entitled to appraisal or dissenters’ rights in connection with the mergers or the issuance of Capital One common stock in connection with the mergers. See the section entitled “The Mergers—Appraisal or Dissenters’ Rights in Connection with the Mergers” beginning on page 108.

Issuance of shares of Capital One common stock in connection with the mergers may adversely affect the market price of Capital One common stock.

In connection with the payment of the merger consideration, Capital One expects to issue approximately [    ] million shares of Capital One common stock to Discover stockholders. The issuance of these new shares of Capital One common stock may result in fluctuations in the market price of Capital One common stock, including a stock price decrease.

Stockholder litigation related to the mergers could prevent or delay the completion of the mergers, result in the payment of damages or otherwise negatively impact the business and operations of Capital One and Discover.

Stockholders of Capital One and/or Discover may file lawsuits against Capital One, Discover and/or the directors or officers of either company in connection with the mergers. One of the conditions to the closing is that no order, injunction or decree issued by any court or governmental entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the mergers, the bank merger or any of the other transactions contemplated by the merger agreement be in effect. If any plaintiff were successful in obtaining an injunction prohibiting Capital One or Discover defendants from completing the mergers, the bank merger or any of the other transactions contemplated by the merger agreement, then such injunction may delay or prevent the consummation of the mergers and could result in significant costs to Capital One and/or Discover, including any cost associated with the indemnification of directors and officers of each company. Capital One and Discover may incur costs in connection with the defense or settlement of any stockholder lawsuits filed in connection with

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the mergers, the bank merger or any other transactions contemplated by the merger agreement. Such litigation could have an adverse effect on the financial condition and results of operations of Capital One and Discover and could prevent or delay the completion of the mergers. There has not been any stockholder litigation related to the mergers against Capital One, Discover or the directors or officers of either company, but such litigation could be instigated. For more information, see the section entitled “The Mergers—Litigation Related to the Mergers” beginning on page 108.

Risks Relating to Capital One’s Business

You should read and consider risk factors specific to Capital One’s business that will also affect Capital One after the mergers. These risks are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Capital One’s Annual Report on Form 10-K for the year ended December 31, 2023 and in any updates to those risk factors set forth in Capital One’s Quarterly Reports on Form 10-Q and in other documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 203 for the location of information incorporated by reference into this joint proxy statement/prospectus.

Risks Relating to Discover’s Business

You should read and consider risk factors specific to Discover’s business that will also affect Capital One after the mergers. These risks are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Discover’s Annual Report on Form 10-K for the year ended December 31, 2023 and in any updates to those risk factors set forth in Discover’s Quarterly Reports on Form 10-Q and in other documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 203 for the location of information incorporated by reference into this joint proxy statement/prospectus.

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THE CAPITAL ONE SPECIAL MEETING

This section contains information for Capital One stockholders about the special meeting that Capital One has called to allow Capital One stockholders to consider and vote on the Capital One share issuance proposal and the Capital One adjournment proposal. This joint proxy statement/prospectus is accompanied by a notice of the Capital One special meeting, and a form of proxy card that the Capital One board of directors is soliciting for use by Capital One stockholders at the special meeting and at any adjournments or postponements of the special meeting.

Date, Time and Place of the Meeting

The Capital One special meeting will be held at Capital One’s campus at 1600 Capital One Drive, McLean, Virginia 22102, on [    ], 2024 at [    ], Eastern Time.

Only holders of record of Capital One common stock as of the close of business on the record date for the Capital One special meeting are entitled to notice of, and to vote at, the Capital One special meeting or any adjournment or postponement thereof.

Matters to Be Considered

At the Capital One special meeting, Capital One stockholders will be asked to consider and vote on the following proposals:

Recommendation of the Capital One Board of Directors

The Capital One board of directors unanimously recommends that you vote “FOR” the Capital One share issuance proposal and “FOR” the Capital One adjournment proposal. See the section entitled “The Mergers—Capital One’s Reasons for the Mergers; Recommendation of the Capital One Board of Directors” beginning on page 66 for a more detailed discussion of the Capital One board of directors’ recommendation.

Record Date and Quorum

The Capital One board of directors has fixed the close of business on [    ], 2024 (the “Capital One record date”) as the record date for determination of Capital One stockholders entitled to notice of and to vote at the Capital One special meeting. On the Capital One record date for the Capital One special meeting, there were [   ] shares of Capital One common stock outstanding.

Holders of a majority of the voting power of shares of Capital One common stock outstanding on the Capital One record date must be present, either in person or by proxy, to constitute a quorum at the Capital One special meeting. If you fail to submit a proxy or to vote in person at the Capital One special meeting, your shares of Capital One common stock will not be counted towards a quorum. Abstentions are considered present for purposes of establishing a quorum.

At the Capital One special meeting, each share of Capital One common stock is entitled to one (1) vote on all matters properly submitted to Capital One stockholders.

As of the Capital One record date, Capital One directors and executive officers and their affiliates owned and were entitled to vote approximately [   ] shares of Capital One common stock, representing less than [  ]% of the outstanding shares of Capital One common stock. We currently expect that Capital One’s directors and executive officers will vote their shares in favor of the Capital One share issuance proposal and the Capital One adjournment proposal, although none of them has entered into any agreements obligating them to do so.

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Broker Non-Votes

A broker non-vote occurs when a bank, broker, trustee or other nominee is not permitted to vote on a “non-routine” matter without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker, trustee or other nominee with such instructions. Broker non-votes only count toward a quorum if at least one proposal is presented with respect to which the bank, broker, trustee or other nominee has discretionary authority. It is expected that all proposals to be voted on at the Capital One special meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining a quorum at the Capital One special meeting. If your bank, broker, trustee or other nominee holds your shares of Capital One common stock in “street name,” such entity will vote your shares of Capital One common stock only if you provide instructions on how to vote by complying with the instructions provided to you by your bank, broker, trustee or other nominee with this joint proxy statement/prospectus. Please check the voting instruction form used by your bank, broker, trustee or other nominee.

Vote Required; Treatment of Abstentions, Broker Non-Votes and Failure to Vote

Capital One share issuance proposal:

Vote required: Approval of the Capital One share issuance proposal requires the affirmative vote of a majority of the votes cast by Capital One stockholders at the special meeting. Approval of the Capital One share issuance proposal is a condition to the completion of the first merger.

Effect of abstentions, broker non-votes, and failure to vote: If you are present at the Capital One special meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” it will have no effect on such proposal. If you are not present at the Capital One special meeting and do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable, it will have no effect on such proposal.

Capital One adjournment proposal:

Vote required: Whether or not a quorum will be present at the meeting, approval of the Capital One adjournment proposal requires the affirmative vote of the majority of the outstanding shares of Capital One common stock represented in person or by proxy at the Capital One special meeting. Approval of the Capital One adjournment proposal is not a condition to the completion of the first merger.

Effect of abstentions, broker non-votes and failure to vote: If you are present at the Capital One special meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” it will have the same effect as a vote “AGAINST” such proposal. If you are not present at the Capital One special meeting and do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable, it will have no effect on the vote count for such proposal.

Attending the Special Meeting

Due to space limitations, attendance is limited to stockholders and persons holding valid legal proxies from those stockholders. Admission to the meeting is on a first-come, first-served basis. Registration will begin at [ ] a.m., Eastern Time. Valid government-issued picture identification and proof of Capital One stock ownership as of the Capital One record date must be presented to attend the meeting. If you hold Capital One common stock through a bank, broker, trustee or other nominee, you must bring a copy of a statement reflecting your stock ownership as of the Capital One record date, and if you wish to vote in person, you must also bring a legal proxy from your bank, broker, trustee or other nominee. See the section entitled “—Shares Held in Street Name” below for further information. If you hold your shares through a bank, broker, trustee or other nominee and you do not want to attend the Discover special meeting, please contact the respective entity for instructions on how to vote your shares of Discover common stock at the Discover special meeting. Cameras, recording devices, and other electronic devices are not permitted. If you require special assistance at the meeting, please contact the Corporate Secretary at 1600 Capital One Drive, McLean, VA 22102.

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Proxies

A Capital One stockholder may vote by proxy or in person at the Capital One special meeting. If you hold your shares of Capital One common stock in your name as a holder of record, to submit a proxy, you, as a Capital One stockholder, may use one of the following methods:

Capital One requests that Capital One stockholders vote by telephone, over the Internet or by completing and signing the accompanying proxy card and returning it to Capital One as soon as possible in the enclosed postage-paid envelope. When the accompanying proxy card is returned properly executed, the shares of Capital One common stock represented by it will be voted at the Capital One special meeting in accordance with the instructions contained on the proxy card.

If a holder’s shares are held in “street name” by a bank, broker, trustee or other nominee, the holder should check the voting form used by that firm to determine whether the holder may vote by telephone or the Internet.

Every vote is important. Accordingly, you should sign, date and return the enclosed proxy card, or vote via the Internet or by telephone, whether or not you plan to attend the Capital One special meeting in person. Sending in your proxy card or voting by telephone or on the Internet will not prevent you from voting your shares personally at the meeting because you may revoke your proxy at any time before it is voted.

Shares Held in Street Name

If your shares are held in “street name” through a bank, broker, trustee or other nominee, you must instruct the bank, broker trustee or other nominee on how to vote your shares. Your bank, broker, trustee or other nominee will vote your shares only if you provide specific instructions on how to vote by following the instructions provided to you by your bank, broker, trustee or other nominee. Please check the voting instruction form used by your bank, broker, trustee or other nominee.

You may not vote shares held in street name by returning a proxy card directly to Capital One or by voting in person at the Capital One special meeting unless you provide a “legal proxy” giving you the right to vote the shares, which you must obtain from your bank, broker, trustee or other nominee. If you choose to vote your shares in person at the Capital One special meeting, you must present a valid government-issued picture identification and a copy of a brokerage statement reflecting your stock ownership as of the Capital One record date.

Further, banks, brokers, trustees or other nominees who hold shares of Capital One common stock on behalf of their customers may not give a proxy to Capital One to vote those shares with respect to any of the proposals without specific instructions from their customers, as banks, brokers, trustees and other nominees do not have discretionary voting power on the proposals that will be voted upon at the Capital One special meeting.

Revocability of Proxies

If you directly hold shares of Capital One common stock in your name as a record holder, you can change your vote at any time before your proxy is voted at your meeting. You can do this by:

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If you are a beneficial owner and your shares are held by a bank, broker, trustee or other nominee, you may change your vote by:

Attendance at the Capital One special meeting will not in and of itself constitute revocation of a proxy. A revocation or later-dated proxy received by Capital One after the vote will not affect the vote. Capital One’s corporate secretary’s mailing address is: Corporate Secretary, Capital One Financial Corporation, 1600 Capital One Drive, McLean, Virginia 22102. If the Capital One special meeting is postponed or adjourned, it will not affect the ability of Capital One stockholders of record as of the Capital One record date to exercise their voting rights or to revoke any previously granted proxy using the methods described above.

Delivery of Proxy Materials

As permitted by applicable law, only one (1) copy of this joint proxy statement/prospectus is being delivered to Capital One stockholders residing at the same address, unless such Capital One stockholders have notified Capital One of their desire to receive multiple copies of the joint proxy statement/prospectus.

Capital One will promptly deliver, upon oral or written request, a separate copy of the joint proxy statement/prospectus to any Capital One stockholder residing at an address to which only one (1) copy of such document was mailed. Requests for additional copies should be directed to Investor Relations, by calling at (703) 720-2455, or via email to investorrelations@capitalone.com, or Capital One’s proxy solicitor, Morrow Sodali, by calling (800) 662-5200 for stockholders or (203) 658-9400 for banks and brokers or by emailing COF@investor.morrowsodali.com.

Solicitation of Proxies

Capital One and Discover will share equally the expenses incurred in connection with the printing and mailing of this joint proxy statement/prospectus. To assist in the solicitation of proxies, Capital One has retained Morrow Sodali, for a fee of $65,000 plus reimbursement of out-of-pocket expenses for its services. Capital One and its proxy solicitor may also request banks, brokers, trustees and other intermediaries holding shares of Capital One common stock beneficially owned by others to send this joint proxy statement/prospectus to, and obtain proxies from, the beneficial owners and may reimburse such record holders for their reasonable out-of-pocket expenses in so doing. Solicitation of proxies by mail may be supplemented by telephone and other electronic means, advertisements and personal solicitation by the directors, officers or employees of Capital One. No additional compensation will be paid to Capital One’s directors, officers or employees for solicitation.

401(k) Voting

If you own shares of Capital One through the Capital One Associate Savings Plan (Capital One Stock Fund) or Hibernia Corporation Supplemental Stock Plan, you may vote the number of shares equivalent to your interest in the Capital One Stock Fund as credited to your account on the Capital One record date. You will receive instructions on how to vote your shares via email from Broadridge. The trustee of the Capital One Associate Savings Plan and the Hibernia Corporation Supplemental Stock Plan will vote your shares in accordance with

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your duly executed instructions if they are received by 11:59 p.m., Eastern Time, on [    ], 2024. If you do not send instructions, the trustee will not vote the share equivalents credited to your account.

Other Matters to Come Before the Capital One Special Meeting

Capital One management knows of no other business to be presented at the Capital One special meeting, but if any other matters are properly presented to the meeting or any adjournments thereof, the persons named in the proxies will vote upon them in accordance with the Capital One board of directors’ recommendations.

Assistance

If you need assistance in completing your proxy card, have questions regarding Capital One’s special meeting or would like additional copies of this joint proxy statement/prospectus, please contact Capital One Investor Relations, by calling at (703) 720-2455, or via email to investorrelations@capitalone.com, or Capital One’s proxy solicitor, Morrow Sodali, by calling (800) 662-5200 for stockholders or (203) 658-9400 for banks and brokers or by emailing COF@investor.morrowsodali.com.

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CAPITAL ONE PROPOSALS

PROPOSAL 1: CAPITAL ONE SHARE ISSUANCE PROPOSAL

Capital One is asking Capital One stockholders to approve the issuance of shares of Capital One common stock in the first merger as merger consideration to Discover stockholders pursuant to the merger agreement.

Pursuant to the merger agreement, Capital One will issue a total of approximately [    ] shares of Capital One common stock in connection with the consummation of the first merger. Under the NYSE rules, stockholder approval is required prior to the issuance of shares of common stock in any transaction or series of related transactions if the number of shares of common stock to be issued is equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the shares of common stock pursuant to the transaction. If the first merger is completed, the number of shares of Capital One common stock issued in connection with the first merger will exceed 20% of the Capital One common stock outstanding before such issuance. In this proposal, Capital One is asking Capital One stockholders to authorize the issuance of Capital One common stock in connection with the first merger.

The approval of the Capital One share issuance proposal is a condition to the completion of the first merger.

The Capital One board of directors unanimously recommends a vote “FOR” the Capital One share issuance proposal.

PROPOSAL 2: CAPITAL ONE ADJOURNMENT PROPOSAL

The Capital One special meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are insufficient votes to approve the Capital One share issuance proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Capital One stockholders.

If, at the Capital One special meeting, the number of shares of Capital One common stock present in person or represented by proxy and voting in favor of the Capital One share issuance proposal is insufficient to approve the Capital One share issuance proposal, Capital One intends to move to adjourn the Capital One special meeting in order to enable the Capital One board of directors to solicit additional proxies for approval of the Capital One share issuance proposal. In that event, Capital One will ask Capital One stockholders to vote upon the Capital One adjournment proposal, but not the Capital One share issuance proposal.

In this proposal, Capital One is asking Capital One stockholders to authorize the holder of any proxy solicited by the Capital One board of directors, on a discretionary basis, to vote in favor of adjourning the Capital One special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from Capital One stockholders who have previously voted. Pursuant to the Capital One bylaws, the Capital One special meeting may be adjourned without further notice being given. However, pursuant to the DGCL, if the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting must be given to each stockholder of record entitled to vote at the meeting.

The approval of the Capital One adjournment proposal by Capital One stockholders is not a condition to the completion of the first merger.

The Capital One board of directors unanimously recommends a vote “FOR” the Capital One adjournment proposal.

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THE DISCOVER SPECIAL MEETING

This section contains information for Discover stockholders about the special meeting that Discover has called to allow Discover stockholders to consider and vote on the Discover merger proposal, the Discover compensation proposal and the Discover adjournment proposal. This joint proxy statement/prospectus is accompanied by a notice of the Discover special meeting, and a form of proxy card that the Discover board of directors is soliciting for use by Discover stockholders at the special meeting and at any adjournments or postponements of the special meeting.

Date, Time and Place of the Meeting

The Discover special meeting will be held on [     ], 2024 at 2500 Lake Cook Road, Riverwoods, Illinois, 60015 at [     ] [a.m.][p.m.], [Central Time].

Only holders of record of Discover common stock as of the close of business on the record date for the Discover special meeting are entitled to notice of, and to vote at, the Discover special meeting or any adjournment or postponement thereof.

Matters to Be Considered

At the Discover special meeting, Discover stockholders will be asked to consider and vote on the following proposals:

Recommendation of the Discover Board of Directors

The Discover board of directors unanimously recommends that Discover stockholders vote “FOR” the Discover merger proposal, “FOR” the Discover compensation proposal and “FOR” the Discover adjournment proposal. See the section entitled “The Mergers—Discover’s Reasons for the Mergers; Recommendation of the Discover Board of Directors” beginning on page 69 for a more detailed discussion of the Discover board of directors’ recommendation.

Record Date and Quorum

The Discover board of directors has fixed the close of business on [     ], 2024 (the “Discover record date”) as the record date for the determination of Discover stockholders entitled to notice of and to vote at the Discover special meeting. As of the Discover record date, there were [     ] shares of Discover common stock outstanding.

Holders of a majority of the total number of outstanding shares of Discover common stock entitled to vote at the Discover special meeting must be present, either in attendance at the Discover special meeting or by proxy, to constitute a quorum at the Discover special meeting. If you fail to submit a proxy prior to the special meeting, or to vote at the Discover special meeting, your shares of Discover common stock will not be counted towards a quorum. Abstentions are considered present for the purpose of establishing a quorum.

Under the Discover bylaws, whether or not a quorum is present at the Discover special meeting, the chair of the Discover board of directors or holders of a majority of the voting power of the shares entitled to vote thereon may adjourn the Discover special meeting.

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At the Discover special meeting, each share of Discover common stock is entitled to cast one (1) vote for each share of Discover common stock entitled to vote at the Discover special meeting held by such stockholder on all matters properly submitted to Discover stockholders. Shares of Discover preferred stock (and depositary shares representing Discover preferred stock) are not entitled to any votes at the Discover special meeting.

As of the close of business on the Discover record date, Discover directors and executive officers and their affiliates owned and were entitled to vote approximately [     ] shares of Discover common stock, representing less than [  ] percent ([  ]%) of the outstanding shares of Discover common stock. We currently expect that Discover’s directors and executive officers will vote their shares in favor of the Discover merger proposal, the Discover compensation proposal and the Discover adjournment proposal, although none of them has entered into any agreements obligating them to do so.

Broker Non-Votes

A broker non-vote occurs when a bank, broker, trustee or other nominee is not permitted to vote on a “non-routine” matter without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker, trustee or other nominee with such instructions. Broker non-votes only count toward a quorum if at least one proposal is presented with respect to which the bank, broker, trustee or other nominee has discretionary authority. It is expected that all proposals to be voted on at the Discover special meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining a quorum at the Discover special meeting. If your bank, broker, trustee or other nominee holds your shares of Discover common stock in “street name,” such entity will vote your shares of Discover common stock only if you provide instructions on how to vote by complying with the instructions provided to you by your bank, broker, trustee or other nominee with this joint proxy statement/prospectus. Please check the voting instruction form used by your bank, broker, trustee or other nominee.

Vote Required; Treatment of Abstentions, Broker Non-Votes and Failure to Vote

Discover merger proposal:

Vote required: Approval of the Discover merger proposal requires the affirmative vote of the holders of a majority of outstanding shares of Discover common stock entitled to vote on the merger agreement. Approval of the Discover merger proposal is a condition to the completion of the first merger.

Effect of abstentions, broker non-votes and failure to vote: If you are present at the Discover special meeting and abstain from voting, respond by proxy with an “ABSTAIN,” fail to submit a proxy or vote at the Discover special meeting or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the Discover merger proposal, it will have the same effect as a vote cast “AGAINST” the Discover merger proposal.

Discover compensation proposal:

Vote required: Approval of the Discover compensation proposal requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the Discover special meeting and entitled to vote on the Discover compensation proposal. Approval of the Discover compensation proposal is not a condition to the completion of the first merger.

Effect of abstentions, broker non-votes and failure to vote: If you are present at the Discover special meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” it will have the same effect as a vote cast “AGAINST” the Discover compensation proposal. If you are not present at the Discover special meeting and do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable and as may be required, it will have no effect on such proposal.

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Discover adjournment proposal:

Vote required: Whether or not a quorum will be present at the meeting, approval of the Discover adjournment proposal requires a majority of the voting power of the shares present in person or represented by proxy at the Discover special meeting and entitled to vote on the Discover adjournment proposal. Approval of the Discover adjournment proposal is not a condition to the completion of the first merger.

Effect of abstentions, broker non-votes and failure to vote: If you are present at the Discover special meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” it will have the same effect as a vote cast “AGAINST” the Discover adjournment proposal. If you are not present at the Discover special meeting and do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable and as may be required, it will have no effect on such proposal.

Attending the Special Meeting

If you are a holder of record of Discover common stock on the Discover record date, you will be able to attend the Discover special meeting, ask questions and vote during the meeting. Each person attending the Discover special meeting must present a valid, government-issued form of identification in order to be admitted to the Discover special meeting. Each stockholder attending also must provide proof of ownership of shares of Discover common stock as of the Discover record date. If you are a record holder, proof of ownership will be established by Discover’s verification of your name against Discover’s list of record holders as of the Discover record date.

If you hold Discover common stock through a broker, bank, trustee or other nominee, you must bring a copy of a statement reflecting your stock ownership as of the record date, and if you wish to vote in person, you must also bring a legal proxy from your bank, broker, trustee or other nominee. See the section entitled “—Shares Held in Street Name” below for further information. If you hold your shares through a bank, broker, trustee or other nominee and you do not want to attend the Discover special meeting, please contact the respective entity for instructions on how to vote your shares of Discover common stock at the Discover special meeting.

Even if you plan to attend the Discover special meeting, Discover recommends that you vote your shares in advance by proxy as described below so that your vote will be counted if you later decide not to or become unable to attend the Discover special meeting.

Proxies

A Discover stockholder may vote by proxy or at the Discover special meeting. If you hold your shares of Discover common stock in your name as a holder of record, to submit a proxy, you, as a Discover stockholder, may use one of the following methods:

If you intend to submit your proxy by telephone or via the Internet, you must do so by 11:59 p.m., [Central Time], on the day before the Discover special meeting. If you intend to submit your proxy by mail, your completed proxy card must be received prior to the Discover special meeting.

Discover requests that Discover stockholders vote by telephone, over the Internet or by completing and signing the accompanying proxy card and returning it to Discover as soon as possible in the enclosed postage-

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paid envelope. When the accompanying proxy card is returned properly executed, the shares of Discover common stock represented by it will be voted at the Discover special meeting in accordance with the instructions contained on the proxy card. If you make no specification on your proxy card as to how you want your shares voted before signing and returning it, your proxy will be voted “FOR” the Discover merger proposal, “FOR” the Discover compensation proposal and “FOR” the Discover adjournment proposal.

If a holder’s shares are held in “street name” by a bank, broker, trustee or other nominee, the holder should check the voting form used by that firm to determine whether the holder may vote by telephone or the Internet.

Every vote is important. Accordingly, you should sign, date and return the enclosed proxy card, or vote via the Internet or by telephone, whether or not you plan to attend the Discover special meeting. Sending in your proxy card or voting by telephone or on the Internet will not prevent you from voting your shares personally at the meeting if you decide to subsequently revoke your proxy.

Shares Held in Street Name

If your shares are held in “street name” through a broker, bank, trustee or other nominee, you must instruct the broker, bank, trustee or other nominee on how to vote your shares. Your broker, bank, trustee or other nominee will vote your shares only if you provide specific instructions on how to vote by following the instructions provided to you by your bank, broker, trustee or other nominee. Please check the voting instruction form used by your bank, broker, trustee or other nominee.

You may not vote shares held in street name by returning a proxy card directly to Discover or by voting in person at the Discover special meeting unless you provide a “legal proxy” giving you the right to vote the shares, which you must obtain from your broker, bank, trustee or other nominee. If you choose to vote your shares in person at the Discover special meeting, you must present a valid government-issued picture identification and a copy of a brokerage statement reflecting your stock ownership as of the Discover record date.

Further, brokers, banks, trustees or other nominees who hold shares of Discover common stock on behalf of their customers may not give a proxy to Discover to vote those shares with respect to any of the proposals without specific instructions from their customers, as brokers, banks, trustees and other nominees do not have discretionary voting power on the proposals that will be voted upon at the Discover special meeting.

Revocability of Proxies

If you are a Discover stockholder of record, you may revoke your proxy at any time before it is voted by:

Attendance at the Discover special meeting will not in and of itself constitute revocation of a proxy. A revocation or later-dated proxy received by Discover after the deadlines described above will not affect the vote. If the Discover special meeting is postponed or adjourned, it will not affect the ability of Discover stockholders of record as of the Discover record date to exercise their voting rights or to revoke any previously granted proxy using the methods described above.

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If you are a “street name” holder of Discover common stock, you may change your vote by submitting new voting instructions to your bank, broker, trustee or other holder of record. You must contact the record holder of your shares to obtain instructions as to how to change your proxy vote.

Adjournments and Postponements

Although it is not currently expected, the Discover special meeting may be adjourned or postponed for the purpose of soliciting additional proxies. In the event that there is present, in person or by proxy, sufficient favorable voting power to secure the vote of Discover stockholders necessary to approve the Discover merger proposal, Discover does not anticipate that it will adjourn or postpone the Discover special meeting, unless it is advised by counsel that such adjournment or postponement is necessary under applicable law to allow additional time for any disclosure. Any adjournment or postponement of the Discover special meeting for the purpose of soliciting additional proxies will allow Discover stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Discover special meeting as adjourned or postponed.

Delivery of Proxy Materials

As permitted by applicable law, only one (1) copy of this joint proxy statement/prospectus is being delivered to Discover stockholders residing at the same address, unless such Discover stockholders have notified Discover of their desire to receive multiple copies of the joint proxy statement/prospectus.

If you hold shares of both Discover common stock and Capital One common stock, you will receive separate packages of proxy materials.

Discover will promptly deliver, upon oral or written request, a separate copy of the joint proxy statement/prospectus to any second holder of Discover common stock residing at an address to which only one (1) copy of such document was mailed. Requests for additional copies should be directed to Discover’s Investor Relations at (224) 405-4555, or Discover’s proxy solicitor, Innisfree M&A Incorporated, by calling toll-free at (877) 687-1873 or collect at (212) 750-5833.

Solicitation of Proxies

Discover and Capital One will share equally the expenses incurred in connection with the printing and mailing of this joint proxy statement/prospectus. To assist in the solicitation of proxies, Discover has retained Innisfree M&A Incorporated, for a base fee of $50,000 plus $5.50 per call made to or received from individual retail investors, plus, upon receipt of the requisite Discover stockholder approval, an additional success fee of 50% of the aggregate fees paid and reimbursement of out-of-pocket expenses for its services. Discover and its proxy solicitor may also request banks, brokers, trustees and other intermediaries holding shares of Discover common stock beneficially owned by others send this joint proxy statement/prospectus to, and obtain proxies from, the beneficial owners and may reimburse such record holders for their reasonable out-of-pocket expenses in so doing. Solicitation of proxies by mail may be supplemented by telephone and other electronic means, advertisements and personal solicitation by the directors, officers or employees of Discover. No additional compensation will be paid to Discover’s directors, officers or employees for solicitation.

Other Matters to Come Before the Discover Special Meeting

Discover management knows of no other business to be presented at the Discover special meeting, but if any other matters are properly presented at the meeting or any adjournments or postponements thereof, the persons named in the proxies will vote upon them in accordance with the board of directors’ recommendations.

Assistance

If you need assistance in completing your proxy card, have questions regarding Discover’s special meeting or would like additional copies of this joint proxy statement/prospectus, please contact Discover’s Investor Relations at (224) 405-4555, or Discover’s proxy solicitor, Innisfree M&A Incorporated, by calling toll-free at (877) 687-1873 or collect at (212) 750-5833.

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DISCOVER PROPOSALS

PROPOSAL 1: DISCOVER MERGER PROPOSAL

Discover is asking Discover stockholders to adopt the merger agreement. Discover stockholders should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement, the mergers and the other transactions contemplated thereby. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A.

After careful consideration, the Discover board of directors unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of Discover and its stockholders and unanimously adopted the merger agreement and authorized and approved the mergers and the other transactions contemplated by the merger agreement. See the section entitled “The Mergers—Discover’s Reasons for the Mergers; Recommendation of the Discover Board of Directors” beginning on page 69 for a more detailed discussion of the Discover board of directors’ recommendation.

The approval of the Discover merger proposal by Discover stockholders is a condition to the completion of the first merger.

The Discover board of directors unanimously recommends a vote “FOR” the Discover merger proposal.

PROPOSAL 2: DISCOVER COMPENSATION PROPOSAL

Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, Discover is seeking a non-binding, advisory stockholder approval of the compensation of Discover’s named executive officers (as defined in this joint proxy statement/prospectus) that is based on, or otherwise relates to, the mergers as disclosed in the section entitled “The Mergers—Interests of Discover’s Directors and Executive Officers in the Mergers” beginning on page 95. The proposal gives Discover stockholders the opportunity to express their views on the merger-related compensation of Discover’s named executive officers.

Accordingly, Discover is asking Discover stockholders to vote “FOR” the adoption of the following resolution, on a non-binding, advisory basis:

“RESOLVED, that the compensation that will or may be paid or become payable to the Discover named executive officers, in connection with the mergers, and the agreements or understandings pursuant to which such compensation will or may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in “The Mergers—Interests of Discover’s Directors and Executive Officers in the Mergers” are hereby APPROVED.”

The vote on the Discover compensation proposal is a vote separate and apart from the votes on the Discover merger proposal and the Discover adjournment proposal. Accordingly, if you are a Discover stockholder, you may vote to approve the Discover merger proposal and/or the Discover adjournment proposal and vote not to approve the Discover compensation proposal, and vice versa. The approval of the Discover compensation proposal by Discover stockholders is not a condition to the completion of the mergers. If the mergers are completed, the merger-related compensation will be paid to Discover’s named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if Discover stockholders fail to approve the advisory vote regarding merger-related compensation.

The Discover board of directors unanimously recommends a vote “FOR” the Discover compensation proposal.

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PROPOSAL 3: DISCOVER ADJOURNMENT PROPOSAL

The Discover special meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Discover special meeting to approve the Discover merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Discover stockholders.

If, at the Discover special meeting, the number of shares of Discover common stock present in person or represented and voting in favor of the Discover merger proposal is insufficient to approve the Discover merger proposal, Discover intends to move to adjourn the Discover special meeting in order to enable the Discover board of directors to solicit additional proxies for approval of the Discover merger proposal. In that event, Discover will ask Discover stockholders to vote upon the Discover adjournment proposal, but not the Discover merger proposal or the Discover compensation proposal.

In this proposal, Discover is asking Discover stockholders to authorize the holder of any proxy solicited by the Discover board of directors, on a discretionary basis, to vote in favor of adjourning the Discover special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from Discover stockholders who have previously voted. Pursuant to the Discover bylaws, the Discover special meeting may be adjourned without new notice being given if the date of the adjourned meeting is not more than thirty (30) days after the date for which the meeting was originally noticed.

The approval of the Discover adjournment proposal by Discover stockholders is not a condition to the completion of the mergers.

The Discover board of directors unanimously recommends a vote “FOR” the Discover adjournment proposal.

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INFORMATION ABOUT THE COMPANIES

Capital One Financial Corporation

1680 Capital One Drive

McLean, VA 22102

(703) 720-1000

Headquartered in McLean, Virginia, Capital One is a diversified financial services holding company with banking and non-banking subsidiaries. Capital One’s principal operating subsidiary is Capital One, National Association. Capital One and its subsidiaries offer a broad array of financial products and services to consumers, small businesses and commercial clients through digital channels, branch locations, cafés and other distribution channels. Capital One offers credit cards, debit cards, bank lending, treasury management and depository services, auto loans and other consumer lending products in markets across the United States. Capital One services banking customer accounts through digital channels and Capital One’s network of branch locations, cafés, call centers and ATMs. As of March 31, 2024, Capital One had, on a consolidated basis, total assets of $481.7 billion and deposits of $351.0 billion.

Shares of Capital One common stock are traded on the NYSE under the symbol “COF.”

For more information about Capital One, please visit Capital One’s website at www.capitalone.com. The information provided on Capital One’s website (other than the documents incorporated by reference herein) is not part of this joint proxy statement/prospectus and is not incorporated herein by reference. Additional information about Capital One is included in documents incorporated by reference in this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 203.

Vega Merger Sub, Inc.

1680 Capital One Drive

McLean, VA 22102

(703) 720-1000

Merger Sub is a Delaware corporation and a wholly owned subsidiary of Capital One. Merger Sub was incorporated for the sole purpose of effecting the first merger. Merger Sub will not conduct any activities other than those incidental to its formation, the execution of the merger agreement and the transactions contemplated by the merger agreement. Following the first merger, the separate corporate existence of Merger Sub will cease.

Discover Financial Services

2500 Lake Cook Road Riverwoods, IL 60015 (224) 405-4555

Discover is a digital banking and payment services company. Discover was incorporated in Delaware in 1960. Discover is a bank holding company under the Bank Holding Company Act of 1956 and a financial holding company under the Gramm-Leach-Bliley Act. Discover provides digital banking products and services and payment services through its subsidiaries. Discover offers its customers credit card loans, personal loans, home loans and deposit products. Discover had $126.6 billion in total loan receivables and $87.3 billion in deposits issued through direct-to-consumer channels and affinity relationships at March 31, 2024. Discover also operates the Discover Network, PULSE and Diners Club, collectively known as the Discover Global Network. The Discover Network processes transactions for Discover-branded credit and debit cards and provides payment transaction processing and settlement services. PULSE operates an electronic funds transfer network, providing financial institutions issuing debit cards on the PULSE network with access to ATMs domestically and internationally, as well as merchant acceptance throughout the United States for debit card transactions. Diners Club is a global payments network of licensees, which are generally financial institutions, that issue Diners Club branded credit and charge cards and/or provide card acceptance services.

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In November 2023, Discover announced that its board of directors had authorized Discover management to explore the sale of Discover’s private student loan portfolio. Discover stopped accepting new applications for private student loans as of February 1, 2024. Discover formally launched the sale process in March 2024, has received initial indications of interest from multiple potential buyers, and targets completing the proposed sale in the third or fourth quarter of 2024. Discover’s total loan receivables included $10.5 billion and $10.4 billion of private student loans as of March 31, 2024 and December 31, 2023, respectively. Discover’s net loan receivables included $9.6 billion and $9.5 billion of private student loans as of March 31, 2024 and December 31, 2023, respectively, reflecting an allowance for credit losses of $0.9 billion as of each of March 31, 2024 and December 31, 2023. Discover recognized interest income from its private student loan portfolio of $0.3 billion and $1.0 billion for the three months ended March 31, 2024 and the twelve months ended December 31, 2023, respectively.

Discover common stock is traded on the New York Stock Exchange under the symbol “DFS.”

For more information about Discover, please visit Discover’s website at www.discover.com. The information provided on Discover’s website (other than the documents incorporated by reference herein) is not part of this joint proxy statement/prospectus and is not incorporated herein by reference. Additional information about Discover is included in documents incorporated by reference in this joint proxy statement/prospectus. See the sections entitled “Where You Can Find More Information” beginning on page 203 for the location of information incorporated by reference into this joint proxy statement/prospectus.

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THE MERGERS

This section of the joint proxy statement/prospectus describes material aspects of the mergers. This summary may not contain all of the information that is important to you. You should carefully read this entire joint proxy statement/prospectus and the other documents we refer you to, including the merger agreement, for a more complete understanding of the mergers. In addition, we incorporate important business and financial information about each of Capital One and Discover into this joint proxy statement/prospectus by reference. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 203.

Terms of the Mergers

Each of Capital One’s and Discover’s respective board of directors has unanimously approved the merger agreement and the transactions contemplated thereby, including the mergers. The merger agreement provides that, pursuant to the terms and subject to the conditions set forth in the merger agreement, Merger Sub will merge with and into Discover, with Discover as the surviving corporation, which is referred to as the first merger. Immediately following the first merger, Discover will merge with and into Capital One, with Capital One as the surviving corporation, which is referred to as the second step merger. Immediately following the completion of the second step merger, Discover Bank will merge with and into Capital One Bank, with Capital One Bank as the surviving bank, which is referred to as the bank merger.

Subject to the terms and conditions of the merger agreement, at the effective time of the first merger, each share of Discover common stock issued and outstanding immediately prior to the effective time (other than certain shares owned by Discover or Capital One, subject to certain exceptions set forth in the merger agreement) will be converted into the right to receive 1.0192 shares of Capital One common stock. Discover stockholders who would otherwise be entitled to a fraction of a share of Capital One common stock in the first merger will instead receive, in lieu of the fraction of a share, an amount in cash (rounded to the nearest cent) based on the Capital One closing share value.

Subject to the terms and conditions of the merger agreement, at the second effective time, each share of Discover preferred stock issued and outstanding immediately prior to the second effective time will be converted into the right to receive one (1) share of an applicable newly created series of Capital One preferred stock having terms that are not materially less favorable than the terms of the applicable series of Discover preferred stock.

Capital One stockholders are being asked to approve the Capital One share issuance proposal and Discover stockholders are being asked to approve the Discover merger proposal. See the section entitled “The Merger Agreement” beginning on page 114 for additional and more detailed information regarding the legal documents that govern the mergers, including information about the conditions to the completion of the mergers and the provisions for terminating or amending the merger agreement.

Background of the Mergers

As part of the ongoing consideration and evaluation of their respective long-term prospects and strategies, each of the Capital One board of directors and the Discover board of directors, and Capital One’s and Discover’s management, have regularly reviewed and assessed their respective business strategies and objectives, including strategic opportunities and challenges, and have considered the various strategic options potentially available to them, all with the goal of enhancing value for their respective stockholders and delivering the best possible services to their respective customers and communities. These strategic discussions have focused on, among other things, the business and regulatory environment facing financial institutions generally and Capital One and Discover, respectively, in particular, as well as conditions and trends affecting the financial services industry. While various potential acquirers were rumored to have considered an acquisition of Discover in the several

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years prior to its execution of the merger agreement, Discover had not participated in meaningful discussions with any potential acquirers and it was generally pursuing a standalone business strategy during this time.

In July 2023, Discover disclosed a card product misclassification issue and a related liability of $365 million, as well as a proposed FDIC consent order. In addition, on August 14, 2023, Discover announced the resignation of its Chief Executive Officer and that John Owen, a member of the Discover board of directors, was appointed interim Chief Executive Officer and President, and Discover engaged a leading global executive search firm to commence a process to identify a permanent Chief Executive Officer. Following these announcements and a decline in the trading price of Discover common stock, Thomas Maheras, the independent Chairman of the Discover board of directors received several inquiries, largely from investment bankers, regarding Discover’s future strategic direction and its willingness to consider potential strategic options. Mr. Maheras reported to the Discover board of directors that he had received such inquiries and indicated that, although these were not actionable inquiries, he would keep the Discover board of directors informed of any subsequent inquiries and discussions that did indeed merit further consideration.

These inquiries included outreach from Stephen Crawford, a senior advisor to Richard Fairbank, Capital One’s Chief Executive Officer and Chairman, who contacted Mr. Maheras in the middle of August 2023. Thereafter, Mr. Crawford and Mr. Maheras had several high-level conversations regarding the financial services industry, the business and strategies of their respective companies and touched upon Discover’s ongoing Chief Executive Officer search process. In one of these conversations, Mr. Crawford asked if Mr. Maheras would be willing to meet with him and Mr. Fairbank. Mr. Maheras agreed and a meeting was arranged for September 13, 2023 in New York City. During this time, in the middle of August 2023, Capital One selected Centerview to serve as its financial advisor and Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”) to serve as its counsel in connection with Capital One’s evaluation of a potential acquisition of Discover.

On September 8, 2023, a special meeting of the Capital One board of directors was held to discuss a potential acquisition of Discover, which was attended by members of Capital One management. At the meeting, Mr. Fairbank and Mr. Crawford summarized Mr. Crawford’s discussions with Mr. Maheras and provided an overview, based on publicly available information, of Discover’s business, financial position and compliance issues and risks, as well as preliminary views on potential synergies and other benefits that could be realized through an acquisition of Discover by Capital One.

Mr. Maheras, Mr. Crawford and Mr. Fairbank met on September 13, 2023. At the meeting, Mr. Fairbank discussed his views on Capital One and Discover’s respective businesses, his longstanding appreciation for Discover and the potential benefits of a combination of Capital One and Discover. Capital One’s presentation to Mr. Maheras in the meeting indicated that Capital One would potentially be willing to consider a stock for stock transaction that included a 30% premium to the trading price of Discover common stock. At the conclusion of the meeting, Mr. Maheras stated that Discover was not actively seeking any combination or other strategic transaction at the present time.

The Discover board of directors met on September 22, 2023, and at that meeting, Mr. Maheras reported that he had received certain inquiries and it was possible that he would receive additional inquiries regarding potential strategic transactions. Mr. Maheras, referring to the discussions with Capital One, informed the directors of his view that one such inquiry likely merited further consideration, whereas the other inquiries had thus far largely been speculative inquiries from investment bankers. For the sake of efficiency given the circumstances, the board determined to assemble a subset of directors to take the lead on evaluating actionable inquiries and pursuing discussions in advance of further consideration of such inquiries by the board. Following this meeting, this subset of directors was identified and it included Mr. Maheras, Jeffrey Aronin, Gregory Case, Michael Shepherd and Mark Thierer (such directors collectively, the “Discover director subgroup”). On October 3, 2023, the Discover director subgroup met as a group for the first time, and Mr. Maheras updated the Discover director subgroup on the inquiries received and discussions held to date, including those with Capital One.

Mr. Crawford and Mr. Maheras continued their discussions and agreed to hold a further meeting in the Chicago area on October 24, 2023, with members of the Discover director subgroup in attendance. At this

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meeting, Mr. Fairbank and Mr. Crawford elaborated on the potential benefits of a combination between Capital One and Discover, including the two companies’ complementary businesses and the potential synergies that could be obtained through a combination of Discover and Capital One. At this meeting, Mr. Fairbank reiterated that Capital One would potentially be willing to pursue a stock for stock transaction that included a 30% price premium. Mr. Maheras and the other Discover directors in attendance restated that Discover was not actively seeking any combination or other strategic transaction at the present time.

The Discover board of directors held regular meetings on October 25 and 26, 2023, in the Chicago area, and during the course of these meetings, Mr. Maheras and other members of the Discover director subgroup informed the Discover board of directors of the discussions with Capital One, including the transaction rationale and indicative terms which had been presented in their recent meeting with Messrs. Fairbank and Crawford. Mr. Maheras also reported that there had been no other proposals from a principal of any other banking organization.

A regularly scheduled meeting of the Capital One board of directors was held in early November 2023, which was attended by members of Capital One management as well as representatives of Centerview and Wachtell Lipton. During this meeting, Mr. Fairbank and Mr. Crawford provided an update to the Capital One board of directors regarding the potential acquisition of Discover and their discussions with Mr. Maheras and other members of the Discover board of directors. Capital One management provided the Capital One board of directors an overview, based on publicly available information, of the financial position and performance of Discover, its businesses, including its network and brand, as well as of the potential financial implications of a potential acquisition of Discover by Capital One, including potential synergies and other benefits that could be realized through an acquisition, management’s preliminary expectations with respect to transaction structure, and regulatory considerations with respect to a potential acquisition, including relating to Discover’s publicly disclosed compliance issues.

On November 15, 2023, Mr. Maheras met with the Discover director subgroup and the subgroup discussed whether to move forward with more formal meetings and discussions with Capital One. On the same day, during a meeting of the Discover board of directors, Mr. Maheras updated the board on the ongoing discussions with Capital One and indicated that he was expecting to speak again with Mr. Crawford in the coming days.

Mr. Crawford and Mr. Maheras spoke briefly on November 17, 2023 and set up an in-person meeting to be held on November 20, 2023 in New York City.

In that discussion on November 20, 2023, Mr. Crawford asked Mr. Maheras for his reaction to the previous presentations and what the Discover board of directors would require, in Mr. Maheras’s view, to proceed further with respect to the potential transaction. Mr. Maheras again indicated that Discover was not formally considering a combination or other strategic transaction at the present time and that he was unsure whether a 30% premium would be considered sufficient by the Discover board of directors to merit proceeding further with respect to the potential transaction. In response, Mr. Crawford suggested that Capital One may be willing to engage in a stock for stock transaction that included a premium of 33%.

Following the meeting between Mr. Crawford and Mr. Maheras, on November 22, 2023, the Discover director subgroup met to discuss the potential transaction and next steps, including the Discover board of directors’ engagement of PJT Partners to advise it on financial matters in connection with the potential transaction and Discover’s management’s selection of Morgan Stanley & Co. LLC to provide management with financial analysis and advice. Discover also engaged Sullivan & Cromwell LLP (“Sullivan & Cromwell”) as its legal counsel in connection with the potential transaction.

Later, on November 22, 2023, representatives of Sullivan & Cromwell shared a draft non-disclosure agreement with representatives of Wachtell Lipton. Discover and Capital One executed the non-disclosure agreement on November 23, 2023. Initial high-level diligence discussions between senior management of Capital One and of Discover began immediately thereafter and, in the days that followed, Discover and Capital One

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made available various materials for due diligence review of the other in virtual data rooms. On November 24, 2023, senior management of Discover and of Capital One met to discuss preliminary due diligence matters and the transaction process. Thereafter, senior management of Capital One and of Discover and the parties’ respective legal and financial advisors reviewed these materials and engaged in due diligence, including a significant number of due diligence meetings and videoconferences. Representatives of Sullivan & Cromwell and Wachtell Lipton engaged in various discussions regarding the structure of the potential transaction and other legal and regulatory matters.

On November 29, 2023, the Discover board of directors held a regularly scheduled meeting. Mr. Maheras provided an update on the status of the discussions with Capital One and informed the Discover board of directors of the diligence that was being conducted by both parties’ management teams and advisors.

On December 2, 2023, representatives of Wachtell Lipton provided an initial draft of the merger agreement to Sullivan & Cromwell.

On December 7, 2023, the Discover board of directors met to consider various matters, including the appointment of Michael Rhodes, who was the candidate to become Discover’s next Chief Executive Officer recommended by the Special Search Committee of the Discover board of directors (which included Mr. Maheras, David Rawlinson, John Owen and Jennifer Wong). Mr. Rhodes’s appointment was approved at the meeting. That same day, Mr. Crawford and Mr. Maheras spoke and Mr. Crawford updated Mr. Maheras on the status of Capital One’s due diligence, and Mr. Crawford and Mr. Maheras determined, based on the status of Capital One’s due diligence and various other factors, to not proceed further with discussions toward the potential transaction. Immediately following this conversation between Mr. Crawford and Mr. Maheras, the parties discontinued their discussions regarding the potential transaction.

On December 11, 2023, Discover publicly announced that Mr. Rhodes had been appointed as its next Chief Executive Officer.

A regularly scheduled meeting of the Capital One board of directors was held on December 14, 2023, which was attended by members of Capital One management. During this meeting, Mr. Fairbank and Mr. Crawford discussed management’s determination not to proceed further with due diligence and negotiation of a potential acquisition of Discover at the present time. This discussion included a review of potential opportunities and risks presented by a potential acquisition of Discover at the present time, including compliance-related risks related to the previously disclosed compliance issues and financial risks related to Discover’s credit portfolio and the fact that Discover’s stock price had increased significantly in recent weeks relative to Capital One’s stock price which would result in a higher implied exchange ratio to reflect the premium that had been discussed. The discussion also addressed circumstances in which a potential acquisition of Discover might be pursued in the future. Throughout the remainder of December 2023 and January 2024, Capital One management continued to monitor developments related to Discover’s business and financial performance and also continued to refine its financial analysis relating to Discover’s credit portfolio.

On January 17, 2024, following market-close, Discover reported its fourth quarter and full year 2023 financial results and provided financial guidance for 2024. The following day Discover’s stock price closed down 8.9% from the prior day as a result of investor reaction to the earnings results and guidance. On January 25, 2024 following market-close, Capital One reported its fourth quarter and full year 2023 financial results and the following day Capital One’s stock price closed up 4.6% from the prior day.

On January 26, 2024, Mr. Crawford called Mr. Maheras, prior to an upcoming meeting of the Capital One board of directors, to indicate that Capital One may potentially be interested in resuming the discussions regarding a potential transaction and that the Capital One board of directors intended to discuss doing so at its upcoming meeting.

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At the beginning of February 2024, a regularly scheduled meeting of the Capital One board of directors was held, which was attended by members of Capital One management as well as representatives of Centerview and Wachtell Lipton. Capital One management provided an update to the Capital One board of directors with respect to Discover’s recent announcement of its 2023 financial results, as well as Capital One’s refined analysis of Discover’s credit portfolio, payment network and other businesses. This update included a discussion of Capital One management’s view of various valuation factors, including the public market price of Discover common stock following Discover’s earnings release, the implied exchange ratio based on Capital One’s current trading price and Discover’s publicly disclosed credit portfolio forecast, which largely aligned with Capital One management’s assessment. Capital One management reviewed with the Capital One board of directors the potential cost savings, revenue synergies and other benefits that could be realized through an acquisition of Discover, as well as Discover’s compliance and risk management challenges, Capital One’s due diligence of those issues to date, and the opportunity to potentially remediate those issues given Capital One’s investments in its compliance and risk management programs. In particular, Capital One management expressed that the time and expense required to address these issues could not be known with certainty, and that their remediation could cost substantially more than Discover’s then-current estimates, including because of the additional expense and time that Capital One management believed would be required to enhance Discover’s compliance and risk management framework to meet the standards set by Capital One and its regulators. Following discussion, the Capital One board of directors unanimously supported the resumption of negotiations with Discover and directed Capital One management to pursue the potential transaction expeditiously.

Following this meeting of the Capital One board of directors, on February 5, 2024, Mr. Crawford spoke with Mr. Maheras and indicated Capital One’s willingness to resume discussions about a potential transaction. Mr. Crawford presented Mr. Maheras with Capital One’s proposal for a fixed exchange ratio of 1.0192 shares of Capital One common stock for each share of Discover common stock, representing a 30% premium to the trading price of Discover common stock as of the closing of the NYSE on February 2, 2024. Mr. Crawford and Mr. Maheras also discussed that, in order to protect both parties from significant price movement in Discover common stock or Capital One common stock prior to the announcement of a potential transaction, this fixed exchange ratio would not result in a premium to Discover common stock at the time of announcement of greater than 35% or less than 25%, and if it became necessary to lower the exchange ratio to reflect a 35% premium or increase the exchange ratio to reflect a 25% premium at the time of announcement, such an adjustment would be made. Mr. Crawford discussed with Mr. Maheras that Capital One was open to considering adding two to three mutually agreeable Discover directors to Capital One’s board at closing and that Capital One did not expect significant changes to the form of merger agreement that its counsel had provided to Discover in November. Mr. Maheras indicated to Mr. Crawford that he would further discuss Capital One’s updated proposed terms and the prospect of resuming discussions toward a potential transaction with the Discover board of directors. Mr. Crawford and Mr. Maheras also discussed that if the potential transaction were to be finalized, it was in both parties’ interest to proceed expeditiously and that February 20, 2024, before the opening of markets after the Presidents’ Day holiday, was an advisable target signing date.

On February 6, 2024, the Discover director subgroup met, with representatives of PJT Partners and Sullivan & Cromwell present. Mr. Maheras provided an update on his discussions with Mr. Crawford as well as Capital One’s interest in resuming work toward a potential transaction and the updated terms. The Discover director subgroup agreed that there was merit to resuming the discussions with Capital One based on the terms presented and that this course of action should be presented to the full Discover board of directors at their next scheduled meeting on February 9, 2024.

On February 9, 2024, the Discover board of directors held a meeting and in executive session the independent directors discussed Capital One’s proposal to resume work toward a potential transaction and the updated terms. Representatives of Sullivan & Cromwell were present for this discussion. The Discover board of directors evaluated the updated terms, the merits of reengaging with Capital One, the feasibility of reaching a definitive agreement before February 20, 2024 and the potential benefits of the potential transaction with Capital One as well as its potential effects on Discover’s ongoing efforts to remediate identified compliance issues.

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Following discussions, the directors agreed that Discover’s senior management and Discover’s advisors should be instructed to work toward finalizing the potential transaction with Capital One based on the proposed terms on or before such date. Given the nature of the work that remained and the proposed time frame for signing, the Discover board of directors determined it would be more efficient to work only with its financial advisor, PJT Partners, moving forward.

On February 10, 2024, senior management of Discover and of Capital One formally resumed their due diligence discussions and review, and between February 11, 2024 and February 18, 2024, Discover and Capital One and their advisors held numerous management and due diligence meetings, including with respect to Discover’s various banking and network business lines and functional areas including technology, human resources, legal, finance and risk and compliance, as well as reverse due diligence by Discover on Capital One. On February 12, 2024, and on February 13, 2024, representatives of Sullivan & Cromwell provided comments to Wachtell Lipton on the draft merger agreement which had been shared on December 2, 2023.

Throughout the period between February 13, 2024 and February 18, 2024, the parties and their advisors continued their due diligence meetings and negotiation of the terms of the potential transaction. Representatives of Wachtell Lipton and Sullivan & Cromwell exchanged numerous drafts of the merger agreement reflecting various comments from the parties and these meetings and discussions. Wachtell Lipton’s February 15, 2024 draft of the merger agreement proposed that the amount of the termination fee, payable if the merger agreement is terminated in certain circumstances involving alternative acquisition proposals or changes in the Capital One board recommendation or the Discover board recommendation, equal 4.0% of transaction equity value. Sullivan & Cromwell’s February 16, 2024 draft of the merger agreement proposed that the termination fee amount equal 3.9% of transaction equity value. The parties subsequently agreed to a termination fee amount equal to $1.38 billion, equivalent to approximately 3.9% of $35.3 billion, the aggregate value of the merger consideration based on the closing price of Capital One common stock on the NYSE on February 16, 2024, the last trading day before the public announcement of the mergers. The parties also engaged in negotiations regarding aspects of the regulatory efforts covenant in the merger agreement, including the extent of each party’s obligations to notify the other in the event of regulatory communications or to contest proceedings challenging the merger agreement or the transactions contemplated thereby. Discover accepted Capital One’s proposal that the merger agreement provide for a termination date 12 months following the execution of the merger agreement, to be automatically extended an additional three months in certain circumstances for purposes of obtaining the requisite regulatory approvals. The parties engaged in detailed discussions with respect to the merger agreement’s interim operating covenants given the contemplated period between the signing and closing of the potential transaction, with these discussions focusing on Discover’s ability to undertake additional borrowings, enter into certain types of material agreements and settle litigation and the planned disposition of Discover’s student loan portfolio, as well as Discover employment and compensation matters. The parties also discussed during this period the number of current Discover directors that would join the Capital One board of directors upon the closing of the potential transaction, with proposals ranging from between two and four Discover directors. On February 19, 2024, it was agreed that three mutually agreeable Discover directors would join the Capital One board of directors upon the closing of the potential transaction.

On February 18, 2024, the Discover board of directors met to analyze and consider further the terms of the potential transaction, with members of Discover management and representatives of PJT Partners and Sullivan & Cromwell in attendance. Mr. Maheras and Mr. Rhodes updated the directors on the status of the negotiations with Capital One, and Mr. Rhodes outlined his and management’s views with respect to the benefits of the potential transaction to Discover and its various stakeholders as well as the possible economic and customer benefits resulting from the potential transaction as a result of combining the two companies. Members of Discover’s senior management then provided the Discover board of directors with a detailed overview of their due diligence findings with respect to Capital One which included, among other things, their review of Capital One’s business lines and strategy, financial outlook and credit quality, the potential synergies in the transaction and other matters. Representatives of Sullivan & Cromwell provided the Discover board of directors with an overview of the terms of the draft merger agreement, discussed the anticipated regulatory process and timing in connection

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with the potential transaction and reviewed the Discover board of directors’ fiduciary duties. Representatives of PJT Partners reviewed with the Discover board of directors certain preliminary and illustrative financial analyses related to the potential transaction. The meeting concluded with an executive session of the Discover board of directors in which the directors discussed certain employment and compensation matters related to the potential transaction with representatives of Sullivan & Cromwell.

Also on February 18, 2024, a special meeting of the Capital One board of directors was convened to discuss the potential acquisition of Discover, which was attended by members of Capital One management, as well as representatives of Centerview and Wachtell Lipton. At the meeting, Mr. Fairbank reviewed the final negotiations with Discover and strategic and financial considerations related to the proposed acquisition of Discover. Members of management provided an overview of the due diligence process and conclusions of Capital One management, including with respect to Discover’s network, credit, banking, and other businesses, its financial position, and its compliance and regulatory, legal, technology, human resources and other enterprise functions, as well as the anticipated timeline for the proposed acquisition. Representatives of Centerview reviewed with the Capital One board of directors Centerview’s financial analysis of the exchange ratio, and rendered to the Capital One board of directors an oral opinion, which was subsequently confirmed by delivery of a written opinion dated February 19, 2024, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken in preparing its opinion, the exchange ratio provided for pursuant to the merger agreement was fair, from a financial point of view, to Capital One. For a detailed discussion of Centerview’s opinion, please see below in the section entitled “—Opinion of Capital One’s Financial Advisor” beginning on page 71. Representatives of Wachtell Lipton reviewed for the directors the terms of the proposed merger agreement and other transaction documents and reviewed the directors’ fiduciary duties in connection with their consideration of a potential acquisition of Discover. Following further discussion, during which the directors considered the matters reviewed and discussed at that meeting and all prior meetings during which the potential acquisition of Discover was discussed, including the factors described below in the section entitled “ —Capital One’s Reasons for the Mergers; Recommendation of the Capital One Board of Directors” beginning on page 66, the Capital One board of directors unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the mergers, the bank merger and the Capital One share issuance, are advisable and fair to and in the best interests of Capital One and its stockholders and (ii) adopted and approved the merger agreement and the consummation of the transactions contemplated thereby, including the mergers, the bank merger and the Capital One share issuance.

On February 19, 2024, the Discover board of directors held an additional meeting with members of Discover management and representatives of PJT Partners and Sullivan & Cromwell in attendance. At that meeting, Mr. Maheras and Mr. Rhodes provided an update on the final negotiations with Capital One. At the request of the Discover board of directors, the representatives of PJT Partners reviewed its financial analyses in connection with the proposed mergers. At the request of the Discover board of directors, representatives of PJT Partners then rendered its oral opinion to the Discover board of directors (which was subsequently confirmed in writing) that, as of the date thereof and based upon and subject to, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion (which are stated in its written opinion), the exchange ratio in the mergers was fair to the holders of Discover common stock (excluding the shares of Discover common stock owned by Discover or Capital One (in each case excluding the shares of Discover common stock (i) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties or (ii) held, directly or indirectly, by Discover or Capital One in respect of debts previously contracted)) from a financial point of view. The full text of PJT Partners’ written opinion, which describes, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion, is attached as Annex C. At the conclusion of the meeting, after further review and discussion by the Discover board of directors, including consideration of the factors described below in the section entitled “ —Discover’s Reasons for the Mergers; Recommendation of the Discover Board of Directors” beginning on page 69, the Discover board

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of directors unanimously determined that the merger agreement and the transactions contemplated thereby are advisable and in the best interests of Discover and its stockholders and unanimously approved the merger agreement and the transactions contemplated thereby, including the mergers and the bank merger and entry into the merger agreement by Discover.

Following the meeting of the Discover board of directors on February 19, 2024, Capital One and Discover executed the merger agreement in the afternoon of February  19, 2024. The transaction was announced that evening in a press release issued jointly by Capital One and Discover.

Capital One’s Reasons for the Mergers; Recommendation of the Capital One Board of Directors

After careful consideration, the Capital One board of directors, at a special meeting held on February 18, 2024, unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the mergers and the Capital One share issuance, are advisable and fair to and in the best interests of Capital One and its stockholders and (ii) adopted and approved the merger agreement and the consummation of the transactions contemplated thereby, including the mergers and the Capital One share issuance.

In reaching this decision, the Capital One board of directors evaluated the merger agreement, the mergers and the other matters contemplated by the merger agreement in consultation with Capital One’s senior management, as well as with Capital One’s legal and financial advisors, and considered a number of factors, including the following principal factors:

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The Capital One board of directors also considered the potential risks related to the transactions contemplated by the merger agreement. The Capital One board of directors concluded that the anticipated benefits of acquiring Discover were likely to outweigh these risks substantially. These potential risks included:

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The foregoing discussion of the information and factors considered by the Capital One board of directors is not intended to be exhaustive, but includes the material factors considered by the board. In reaching its decision to approve the merger agreement and the transactions contemplated by the merger agreement, the Capital One board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The board considered all these factors as a whole, and overall considered the factors to support its determination.

For the reasons set forth above, the Capital One board of directors determined that the merger agreement and the transactions contemplated thereby (including the mergers and the Capital One share issuance) are advisable and fair to and in the best interests of Capital One and its stockholders.

It should be noted that this explanation of the reasoning of the Capital One board of directors and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the risks, uncertainties and assumptions discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 29.

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Discover’s Reasons for the Mergers; Recommendation of the Discover Board of Directors

In reaching its decision to approve and adopt the merger agreement and the transactions contemplated thereby, and to recommend that Discover stockholders adopt the merger agreement, the Discover board of directors evaluated the merger agreement and the transactions contemplated thereby in consultation with Discover’s management, as well as with Discover’s legal and financial advisors, and considered a number of factors, including the following principal factors:

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The Discover board of directors also considered the potential risks related to the transactions contemplated by the merger agreement but concluded that the anticipated benefits of the acquisition by Capital One were likely to substantially outweigh these risks. These potential risks include:

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The foregoing discussion of the information and factors considered by the Discover board of directors is not intended to be exhaustive, but includes the material factors considered by the Discover board of directors. Although each member of the Discover board of directors individually considered these and other factors, the Discover board of directors did not collectively assign any specific or relative weights to the factors considered and did not make any determination with respect to any individual factor. The Discover board of directors considered all these factors as a whole, including through its discussions with Discover’s management and financial and legal advisors, in evaluating the merger agreement and the transactions contemplated thereby, including the mergers. The Discover board of directors collectively made its determination based on the conclusion reached by its members, in light of the factors that each of them considered appropriate, that the transaction is in the best interests of Discover, its stockholders and its other constituencies.

The Discover board of directors realized that there can be no assurance about future results, including results expected or considered in the factors listed above, such as assumptions regarding anticipated cost savings and earnings accretion/dilution. The Discover board of directors concluded, however, that the potential positive factors outweighed the potential risks of completing the mergers.

In considering the recommendation of the Discover board of directors, you should be aware that certain directors and executive officers of Discover may have interests in the mergers that are different from, or in addition to, interests of stockholders of Discover generally and may create potential conflicts of interest. The Discover board of directors was aware of these interests and considered them when evaluating and negotiating the merger agreement, the mergers and the other transactions contemplated by the merger agreement, and in recommending to Discover’s stockholders that they vote in favor of the Discover merger proposal. See the section entitled “The Mergers—Interests of Discover’s Directors and Executive Officers in the Mergers” beginning on page 95.

It should be noted that this explanation of the reasoning of the Discover board of directors and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 29.

For the reasons set forth above, the Discover board of directors unanimously recommends that the Discover stockholders vote “FOR” the Discover merger proposal.

Opinion of Capital One’s Financial Advisor

On February 18, 2024, Centerview rendered to the Capital One board of directors its oral opinion, subsequently confirmed in a written opinion dated February 19, 2024, that, as of such date and based upon and

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subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the exchange ratio provided for pursuant to the merger agreement was fair, from a financial point of view, to Capital One.

The full text of Centerview’s written opinion, dated February 19, 2024, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex B and is incorporated herein by reference. The summary of the written opinion of Centerview set forth below is qualified in its entirety to the full text of Centerview’s written opinion attached as Annex B. Centerview’s financial advisory services and opinion were provided for the information and assistance of the Capital One board of directors (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transaction and Centerview’s opinion only addressed the fairness, from a financial point of view, as of the date thereof, to Capital One of the exchange ratio to be provided for pursuant to the merger agreement. Centerview’s opinion did not address any other term or aspect of the merger agreement or the Transaction and does not constitute a recommendation to any Capital One stockholder or Discover stockholder or any other person as to how such stockholder or other person should vote with respect to the mergers or otherwise act with respect to the Transaction or any other matter.

The full text of Centerview’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.

In connection with rendering the opinion described above and performing its related financial analyses, Centerview reviewed, among other things:

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Centerview also participated in discussions with members of the senior management and representatives of Capital One and Discover regarding their assessment of the Discover Internal Data, the Discover Forecasts, the Capital One Internal Data (including, without limitation, the Capital One Forecasts) and the Synergies, as appropriate, and the strategic rationale for the Transaction. In addition, Centerview reviewed publicly available financial and stock market data, including valuation multiples, for Discover and Capital One and compared that data with similar data for certain other companies, the securities of which are publicly traded, in lines of business that Centerview deemed relevant, and conducted such other financial studies and analyses and took into account such other information as Centerview deemed appropriate.

Centerview assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by Centerview for purposes of its opinion and, with Capital One’s consent, Centerview relied upon such information as being complete and accurate. In that regard, Centerview assumed, at Capital One’s direction, that the Discover Internal Data were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Discover as to the matters covered thereby and that, the Capital One Internal Data (including, without limitation, the Capital One Forecasts), Discover Forecasts and the Synergies were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Capital One as to the matters covered thereby, and Centerview relied, at Capital One’s direction, on Discover Internal Data, Discover Forecasts, the Capital One Internal Data (including, without limitation the Capital One Forecasts) and the Synergies for purposes of Centerview’s analysis and opinion. Centerview expressed no view or opinion as to Discover Internal Data, Discover Forecasts, the Capital One Internal Data (including without limitation, the Capital One Forecasts) or the Synergies or the assumptions on which any of them were based. In addition, at Capital One’s direction, Centerview did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of Discover or Capital One, nor was Centerview furnished with any such evaluation or appraisal, and was not asked to conduct, and did not conduct, a physical inspection of the properties or assets of Discover or Capital One. Centerview assumed, at Capital One’s direction, that the final executed merger agreement would not differ in any respect material to Centerview’s analysis or opinion from the draft merger agreement reviewed by Centerview. Centerview also assumed, at Capital One’s direction, that the Transaction will be consummated on the terms set forth in the merger agreement and in accordance with all applicable laws and other relevant documents or requirements, without delay or the waiver, modification or amendment of any term, condition or agreement, the effect of which would be material to Centerview’s analysis or Centerview’s opinion and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Transaction, no delay, limitation, restriction, condition or other change, including any divestiture requirements or amendments or modifications, will be imposed, the effect of which would be material to Centerview’s analysis or Centerview’s opinion. Centerview further assumed, at Capital One’s direction, that the mergers, taken together, will qualify for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. Centerview did not evaluate and did not express any opinion as to the solvency or fair value of Discover or Capital One, or the ability of Discover or Capital One to pay their respective obligations when they come due, or as to the impact of the Transaction on such matters, under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Centerview is not a legal, regulatory, tax or accounting advisor, and Centerview expressed no opinion as to any legal, regulatory, tax or accounting matters.

Centerview’s opinion expressed no view as to, and did not address, Capital One’s underlying business decision to proceed with or effect the Transaction, or the relative merits of the Transaction as compared to any alternative business strategies or transactions that might be available to Capital One or in which Capital One might engage. Centerview’s opinion was limited to and addressed only the fairness, from a financial point of view, as of the date of Centerview’s written opinion, to Capital One of the exchange ratio provided for pursuant

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to the merger agreement. For purposes of its opinion, Centerview was not asked to, and Centerview did not, express any view on, and its opinion did not address, any other term or aspect of the merger agreement or the Transaction, including, without limitation, the structure or form of the Transaction, or any other agreements or arrangements contemplated by the merger agreement or entered into in connection with or otherwise contemplated by the Transaction, including, without limitation, the fairness of the Transaction or any other term or aspect of the Transaction to, or any consideration to be received in connection therewith by, or the impact of the Transaction on, the holders of any class of securities, creditors or other constituencies of Capital One or any other party. In addition, Centerview expressed no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of Capital One or any party, or class of such persons in connection with the Transaction, whether relative to the exchange ratio provided for pursuant to the merger agreement or otherwise. Centerview’s opinion related to the relative values of Discover or Capital One. Centerview’s opinion was necessarily based on financial, economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to Centerview as of, the date of Centerview’s written opinion, and Centerview does not have any obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after the date of Centerview’s written opinion. Centerview expressed no view or opinion as to what the value of the Capital One common stock actually will be when issued pursuant to the Transaction or the prices at which Discover common stock or Capital One common stock will trade or otherwise be transferable at any time, including following the announcement or consummation of the Transaction. Centerview’s opinion does not constitute a recommendation to any Capital One stockholder or Discover stockholder or any other person as to how such stockholder or other person should vote with respect to the mergers or otherwise act with respect to the Transaction or any other matter. Centerview’s financial advisory services and its written opinion were provided for the information and assistance of the Capital One board of directors (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transaction. The issuance of Centerview’s opinion was approved by the Centerview Partners LLC Fairness Opinion Committee.

Summary of Centerview Financial Analysis

The following is a summary of the material financial analyses prepared and reviewed with the Capital One board of directors in connection with Centerview’s written opinion, dated February 19, 2024. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the opinion of, Centerview, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Centerview. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be taken to be Centerview’s view of the actual value of Discover or Capital One. Some of the summaries of the financial analyses set forth below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses performed by Centerview. Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying Centerview’s financial analyses and its opinion. In performing its analyses, Centerview made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Discover, Capital One or any other parties to the Transaction. None of Capital One, Discover, Merger Sub or Centerview or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of Discover or Capital One do not purport to be appraisals or reflect the prices at which Discover or Capital One may actually be sold. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject

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to substantial uncertainty. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before February 16, 2024 (the last trading day before the public announcement of the Transaction) and is not necessarily indicative of current market conditions.

Selected Public Comparable Companies Analysis

Centerview reviewed and analyzed certain financial information, ratios and multiples for the below listed publicly traded companies that Centerview, based on its experience and professional judgment, deemed relevant to consider in relation to Discover and Capital One.

Although none of the selected companies is directly comparable to Discover, Capital One or the surviving entity, the companies listed below were chosen by Centerview, among other reasons, because they are publicly traded companies that have certain operational, business and/or financial characteristics that, for purposes of Centerview’s analyses, Centerview considered similar to those of Discover, Capital One and the surviving entity. However, because none of the selected companies is exactly the same as Discover or Capital One, Centerview believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected companies analysis. Accordingly, Centerview also made qualitative judgments, based on its experience and professional judgment, concerning differences between the business, financial and operating characteristics and prospects of Discover, Capital One and the selected companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis.

Using publicly available filings and information obtained from regulatory filings and other data sources as of February 16, 2024, Centerview calculated, for each selected comparable company: (i) a multiple of price to estimated earnings per share for the fiscal year 2024 (referred to in this section as “2024E P/E”); and (ii) a regression analysis (referred to in this section as “P/TBV Regression”) to review the relationship between (x) a multiple of price to tangible book value per share (referred to in this section as “P/TBV”) and (y) the estimated 2024 return on average tangible common equity (referred to in this section as “2024E ROATCE”).

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Based on the results of this analysis and other factors which Centerview considered appropriate based on its experience and judgment, Centerview selected multiple reference ranges for Discover and Capital One set forth below:

From this analysis, Centerview then applied the multiple reference range of 9.0x to 11.0x for 2024E P/E to Discover’s estimated earnings per share for the fiscal year 2024 of $11.16 as derived from the Discover Forecasts and the Discover Internal Data.

Centerview performed a regression analysis using the P/TBV multiples for the selected companies calculated by Centerview as described above compared to the 2024E ROATCE for those selected companies using the median estimates for such companies to derive a regression line reflecting a range of P/TBV multiples at a range of 2024E ROATCE for the selected companies. Centerview observed that the 2024E ROATCE for Discover of 19.9%, as derived from the Discover Forecasts and the Discover Internal Data, corresponded to an implied P/TBV per share multiple of 1.94x on the regression line. Centerview calculated that the closing price for Discover common stock on February 16, 2024 reflected a multiple of approximately 2.04x the tangible book value per share of $54.04 based on the most recent publicly available financial information as of December 31, 2023.

Centerview applied a range of 2024E ROATCE for Discover of 17.9% (a 10% decrease to the 2024E ROATCE as derived from the Discover Forecasts and the Discover Internal Data) to 21.9% (a 10% increase to the 2024E ROATCE as derived from the Discover Forecasts and the Discover Internal Data). Centerview then calculated regression-implied P/TBV multiples ranging from 1.78x to 2.11x to the tangible book value per share as of December 31, 2023 for Discover as provided by Capital One management.

Applying these ranges to Discover’s estimated 2024E earnings per share and Discover’s tangible book value per share, Centerview’s analysis indicated the following implied equity value per share ranges for the shares of Discover common stock, as compared to the closing price of Discover common stock of $110.49 on February 16, 2024.

Centerview also then applied the multiple reference range of 9.0x to 11.0x for 2024E P/E to Capital One’s estimated earnings per share for the fiscal year 2024 of $13.94 as set forth in the Capital One Internal Data (including the Capital One Forecasts).

Centerview performed a regression analysis using the P/TBV multiples for the selected companies calculated by Centerview as described above compared to the 2024E ROATCE for those selected companies using the median estimates for such companies to derive a regression line reflecting a range of P/TBV multiples at a range of 2024E ROATCE for the selected companies. Centerview observed that the 2024E ROATCE for Capital One of 13.3%, as reflected in the Capital One Internal Data (including the Capital One Forecasts), corresponded to an implied P/TBV per share multiple of 1.42x on the regression line. Centerview calculated that the closing price for Capital One common stock on February 16, 2024 reflected a multiple of approximately 1.38x the tangible book value per share of $99.78, based on the most recent publicly available financial information as of December 31, 2023.

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Centerview applied a range of 2024E ROATCE for Capital One of 12.0% (a 10% decrease to the 2024E ROATCE as reflected in the Capital One Internal Data (including the Capital One Forecasts)) to 14.6% (a 10% increase to the 2024E ROATCE as reflected in the Capital One Internal Data (including the Capital One Forecasts)). Centerview then calculated regression-implied P/TBV multiples ranging from 1.30x to 1.53x to the tangible book value per share as of December 31, 2023 for Capital One as provided by Capital One management.

Applying these ranges to Capital One’s estimated 2024E earnings per share and Capital One’s tangible book value per share, Centerview’s analysis indicated the following implied equity value per share ranges for the shares of Capital One common stock, as compared to the closing price of Capital One common stock of $137.23 on February 16, 2024.

Discover Stand-alone Dividend Discount Analysis

Using the Discover Forecasts and the Discover Internal Data, Centerview performed an illustrative discounted dividend analysis for Discover on a stand-alone basis, to derive a range of illustrative present values per share of Discover common stock on a stand-alone basis.

For its analysis, Centerview used discount rates ranging from 12.75% to 13.75%, reflecting estimates of the cost of equity for Discover on a stand-alone basis, using the capital asset pricing model and based on considerations that Centerview deemed relevant in its professional judgment and taking into account certain metrics including observed betas of selected companies described in the section entitled “—Selected Public Comparable Companies Analysis.” Using these discount rates, Centerview derived a range of illustrative equity values for Discover on a stand-alone basis by discounting to present value as of December 31, 2023, (a) the implied distributions to Discover stockholders over the period beginning January 1, 2024 through December 31, 2030 calculated based on the Discover Forecasts and the Discover Internal Data, which assumed that Discover would make distributions of capital in excess of the amount necessary to achieve a 12.0% CET1 ratio target, (b) a range of illustrative terminal values for Discover as of December 31, 2030, calculated by applying illustrative price to earnings per share multiples ranging from 8.5x to 10.5x to the estimate of Discover’s next twelve (12)-month net income on a stand-alone basis as of December 31, 2030 (calculated by Centerview based upon the terminal year (2030) net income reflected in the Discover Forecasts and Discover Internal Data) and (c) adding on a per share basis the implied net present value of the disposition of the student loan business of Discover of approximately $7.25 per share based on the Discover Forecasts and the Discover Internal Data. To derive illustrative terminal values for Discover, Centerview applied illustrative price to earnings per share multiples based on its professional judgment and experience, taking into account the multiples it calculated as described above in the section entitled “—Selected Public Comparable Companies Analysis.”

Centerview divided the range of illustrative equity values it derived for Discover by the total number of fully diluted shares of Discover common stock outstanding as of February 16, 2024 of 252.5 million, as provided by Capital One management, to derive illustrative present values per share of Discover common stock on a stand-alone basis ranging from $120.50 to $141.75.

Capital One Stand-alone Dividend Discount Analysis

Using the Capital One Internal Data (including the Capital One Forecasts), Centerview performed an illustrative discounted dividend analysis for Capital One on a stand-alone basis, to derive a range of illustrative present values per share of Capital One common stock on a stand-alone basis.

For its analysis, Centerview used discount rates ranging from 12.25% to 13.25%, reflecting estimates of the cost of equity for Capital One on a stand-alone basis, using the capital asset pricing model and based on

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considerations that Centerview deemed relevant in its professional judgment and taking into account certain metrics including observed betas of selected companies described in the section entitled “—Selected Public Comparable Companies Analysis.” Using these discount rates, Centerview derived a range of illustrative equity values for Capital One on a stand-alone basis by discounting to present value as of December 31, 2023, (i) the implied distributions to Capital One stockholders over the period beginning January 1, 2024 through December 31, 2030 calculated based on the Capital One Internal Data (including the Capital One Forecasts), which assumed that Capital One would make distributions of capital in excess of the amount necessary to achieve a 13.0% CET1 ratio target, and (ii) a range of illustrative terminal values for Capital One as of December 31, 2030, calculated by applying illustrative price to earnings per share multiples ranging from 8.5x to 10.5x to the estimate of Capital One’s next twelve (12)-month net income on a stand-alone basis as of December 31, 2030 (calculated by Centerview based upon the terminal year (2030) net income reflected in the Capital One Internal Data (including the Capital One Forecasts)). To derive illustrative terminal values for Capital One, Centerview applied illustrative price to earnings per share multiples based on its professional judgment and experience, taking into account the multiples it calculated as described above in the section entitled “—Selected Public Comparable Companies Analysis.”

Centerview divided the range of illustrative equity values it derived for Capital One by the total number of fully diluted shares of Capital One common stock outstanding as of February 16, 2024 of 392.4 million, as provided by Capital One management, to derive illustrative present values per share of Capital One common stock on a stand-alone basis ranging from $115.00 to $136.75.

Relative Valuation Analysis

Based upon a comparison of the range of implied equity values for each of Discover and Capital One calculated pursuant to the selected comparable public companies analyses and the dividend discount analyses described above (and including, in the case of Discover, on a per share basis, the implied net present value of the disposition of the student loan business of Discover of approximately $7.25 per share based on the Discover Forecasts and Discover Internal Data), Centerview calculated ranges of implied exchange ratios for the mergers. With respect to any given range of exchange ratios, the higher ratio assumes the highest implied value per share of Discover common stock divided by the lowest implied value per share of Capital One common stock, and the lower ratio assumes the lowest implied value per share of Discover common stock divided by the highest implied value per share of Capital One common stock.

Centerview then compared the implied ranges of exchange ratios set forth above to the exchange ratio of 1.0192x.

“Has-Gets” Value Creation Analysis

Centerview compared the stand-alone per share value of Capital One to the pro forma per share value of the surviving entity after giving effect to the mergers, including the pro forma ownership of Capital One equityholders of 60.4% as a result of the exchange ratio pursuant to the mergers. Centerview determined the pro forma surviving entity equity value by calculating the sum of (i) the equity value of Capital One using the midpoint value determined in Centerview’s dividend discount analysis, (ii) the equity value of Discover derived using the midpoint value determined in Centerview’s dividend discount analysis and (iii) the net present value of the Synergies. The value creation analysis, at the exchange ratio, yielded accretion to the Capital One stockholders of 19.3% as compared to the Capital One stand-alone value.

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Other Factors

Centerview noted for the Capital One board of directors certain additional factors solely for reference and informational purposes only, including, among other things, the following:

General

The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. In arriving at its opinion, Centerview did not draw, in isolation, conclusions from or with regard to any factor or analysis that it considered. Rather, Centerview made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses.

Centerview’s financial analyses and opinion were only one of many factors taken into consideration by the Capital One board of directors in its evaluation of the Transaction. Consequently, the analyses described above should not be viewed as determinative of the views of the Capital One board of directors or management of Capital One with respect to the exchange ratio or as to whether the Capital One board of directors would have been willing to determine that a different consideration was fair. The consideration for the Transaction was determined through arm’s-length negotiations between Capital One and Discover and was approved by the Capital One board of directors. Centerview provided advice to Capital One during these negotiations. Centerview did not, however, recommend any specific amount of consideration to Capital One or the Capital One board of directors or that any specific amount of consideration constituted the only appropriate consideration for the Transaction.

Centerview is a securities firm engaged directly and through affiliates and related persons in a number of investment banking, financial advisory and merchant banking activities. In the two (2) years prior to the date of its written opinion, Centerview had been engaged to provide certain financial advisory services to Capital One, including in connection with certain strategic matters, and Centerview received $3 million in compensation from Capital One for such services. In the two (2) years prior to the date of its written opinion, Centerview had not been engaged to provide financial advisory or other services to Discover, and Centerview did not receive any

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compensation from Discover during such period. Centerview may provide investment banking and other services to or with respect to Capital One or Discover or their respective affiliates in the future, for which we may receive compensation. Certain (i) of Centerview and its affiliates’ directors, officers, members and employees, or family members of such persons, (ii) of Centerview’s affiliates or related investment funds and (iii) investment funds or other persons in which any of the foregoing may have financial interests or with which they may co-invest, may at any time acquire, hold, sell or trade, in debt, equity and other securities or financial instruments (including derivatives, bank loans or other obligations) of, or investments in, Capital One, Discover, or any of their respective affiliates, or any other party that may be involved in the Transaction.

The Capital One board of directors selected Centerview as its financial advisor in connection with the Transaction based on Centerview’s qualifications, reputation and experience. Centerview is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Transaction.

In connection with Centerview’s services as the financial advisor to the Capital One board of directors, Capital One has agreed to pay Centerview an aggregate fee of $42 million, $5 million of which was payable upon the rendering of Centerview’s opinion and the remainder of which is payable contingent upon consummation of the Transaction. In addition, Capital One has agreed to reimburse certain of Centerview’s expenses arising, and to indemnify Centerview against certain liabilities that may arise, out of Centerview’s engagement.

Opinion of Discover’s Financial Advisor

PJT Partners was retained by Discover to act as its financial advisor in connection with the mergers and, upon Discover’s request, to render its fairness opinion to the Discover board of directors in connection therewith. Discover selected PJT Partners to act as its financial advisor based on PJT Partners’ qualifications, expertise and reputation, its knowledge of Discover’s industry and its knowledge and understanding of the business and affairs of Discover. At a meeting of the Discover board of directors on February 19, 2024, PJT Partners rendered its oral opinion, subsequently confirmed in its written opinion dated February 19, 2024, to the Discover board of directors that, as of the date thereof and based upon and subject to, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion (which are stated in its written opinion), the exchange ratio in the mergers was fair to the holders of Discover common stock (excluding the shares of Discover common stock owned by Discover or Capital One (in each case excluding the shares of Discover common stock (i) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties or (ii) held, directly or indirectly, by Discover or Capital One in respect of debts previously contracted)) from a financial point of view.

The full text of PJT Partners’ written opinion delivered to the Discover board of directors, dated February 19, 2024, is attached as Annex C and incorporated into this joint proxy statement/prospectus by reference in its entirety. PJT Partners’ written opinion has been provided by PJT Partners at the request of the Discover board of directors and is subject to, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by PJT Partners in connection with the opinion (which are stated therein). You are encouraged to read the opinion carefully in its entirety. PJT Partners provided its opinion to the Discover board of directors, in its capacity as such, in connection with and for purposes of its evaluation of the mergers only and PJT Partners’ opinion does not constitute a recommendation as to any action the Discover board of directors should take with respect to the mergers or how any Discover stockholder should vote or act with respect to the mergers or any other matter. The following is a summary of PJT Partners’ opinion and the methodology that PJT Partners used to render its opinion. This summary of the PJT Partners opinion contained in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of PJT Partners’ written opinion.

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In arriving at its opinion, PJT Partners, among other things:

In preparing its opinion, with the consent of the Discover board of directors, PJT Partners relied upon and assumed the accuracy and completeness of the foregoing information and all other information discussed with or reviewed by PJT Partners, without independent verification thereof. PJT Partners assumed, with the consent of the Discover board of directors, that the Projections and the Synergy Estimates and the assumptions underlying the Projections and the Synergy Estimates, and all other financial analyses, estimates and forecasts provided to PJT Partners by Discover’s management, were reasonably prepared in accordance with industry practice and represented Discover’s management’s (or, in the case of the Synergy Estimates, Capital One’s management’s) best currently available estimates and judgments as to the business and operations and future financial performance of Discover and Capital One, as applicable. With the consent of the Discover board of directors, PJT Partners did not take into account any potential changes in the regulatory capital requirements for Discover or Capital One or any potential changes in, or resulting impact on, the regulatory capital requirements of the combined company during the forecast period. PJT Partners assumed no responsibility for and expressed no

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opinion as to the Projections and the Synergy Estimates, the assumptions upon which they were based or any other financial analyses, estimates and forecasts provided to PJT Partners by Discover’s management or Capital One’s management. PJT Partners also assumed that there were no material changes in the assets, financial condition, results of operations, business or prospects of Discover or Capital One since the respective dates of the last financial statements made available to PJT Partners. PJT Partners relied, with the consent of the Discover board of directors, on Discover’s management’s representations and/or projections regarding taxable income, standalone net operating loss utilization and other tax attributes of Discover. PJT Partners further relied, with the consent of the Discover board of directors, upon the assurances of the management of Discover that they were not aware of any facts that would make the information, representations and projections provided by them or Capital One’s management inaccurate, incomplete or misleading.

PJT Partners was not asked to undertake, and did not undertake, an independent verification of any information provided to or reviewed by it, nor was it furnished with any such verification and it did not assume any responsibility or liability for the accuracy or completeness thereof. PJT Partners did not conduct a physical inspection of any of the properties or assets of Discover or Capital One. PJT Partners did not make an independent evaluation or appraisal of the assets or the liabilities (contingent or otherwise) of Discover or Capital One, nor was it furnished with any such evaluations or appraisals, nor did it evaluate the solvency of Discover or Capital One under any applicable laws.

PJT Partners also assumed, with the consent of the Discover board of directors, that the final executed form of the merger agreement would not differ in any material respects from the draft reviewed by PJT Partners and that the consummation of the mergers would be effected in accordance with the terms and conditions of the merger agreement, without waiver, modification or amendment of any material term, condition or agreement, and that, in the course of obtaining the necessary regulatory or third party consents and approvals (contractual or otherwise) for the mergers, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Discover or Capital One or the contemplated benefits of the mergers. PJT Partners also assumed that the representations and warranties made by Discover and Capital One in the merger agreement and the related agreements were and will be true and correct in all respects material to PJT Partners’ analysis. At the direction of the Discover board of directors, PJT Partners assumed that it was intended for the mergers, taken together, to qualify for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. PJT Partners did not express any opinion as to any tax or other consequences that might result from the mergers, nor did its opinion address any legal, tax, regulatory or accounting matters, as to which PJT Partners understood that Discover obtained such advice as it deemed necessary from qualified professionals. PJT Partners is not a legal, tax or regulatory advisor and relied upon without independent verification the assessment of Discover and its legal, tax and regulatory advisors with respect to such matters.

In arriving at its opinion, PJT Partners was not asked to solicit, and did not solicit, interest from any party with respect to any sale, acquisition, business combination or other extraordinary transaction involving Discover or its assets. PJT Partners did not consider the relative merits of the mergers as compared to any other business plan or opportunity that might be available to Discover or the effect of any other arrangement in which Discover might engage and PJT Partners’ opinion did not address the underlying decision by Discover to engage in the mergers. PJT Partners’ opinion was limited to the fairness of the exchange ratio in the mergers as of the date of the opinion, from a financial point of view, to the holders of Discover common stock (excluding the shares of Discover common stock owned by Discover or Capital One (in each case excluding the shares of Discover common stock (i) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties or (ii) held, directly or indirectly, by Discover or Capital One in respect of debts previously contracted)), and PJT Partners’ opinion did not address any other aspect or implication of the mergers, the merger agreement, or any other agreement or understanding entered into in connection with the mergers or otherwise. PJT Partners further expressed no opinion or view as to the fairness of the mergers to the holders of any other class of securities (including any preferred stock of Discover), creditors or other constituencies of Discover or as to the underlying decision by Discover to engage in the mergers. PJT Partners also expressed no opinion as to the fairness of the amount or nature of the

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compensation to any of Discover’s officers, directors or employees, or any class of such persons, relative to the merger consideration to be received by the holders of Discover common stock (excluding the shares of Discover common stock owned by Discover or Capital One (in each case excluding the shares of Discover common stock (i) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties or (ii) held, directly or indirectly, by Discover or Capital One in respect of debts previously contracted)) or otherwise.

PJT Partners’ opinion was necessarily based upon economic, market, monetary, regulatory and other conditions as they existed and could be evaluated, and the information made available to PJT Partners, as of the date of the opinion. PJT Partners assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date of its opinion. PJT Partners expressed no opinion as to the prices or trading ranges at which Discover common stock or Capital One common stock would trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on Discover, Capital One or the mergers or as to the impact of the mergers on the solvency or viability of Discover or Capital One or the ability of Discover or Capital One to pay its obligations when they come due.

The issuance of PJT Partners’ opinion was approved by a fairness committee of PJT Partners in accordance with established procedures. PJT Partners’ opinion was provided to the Discover board of directors, in its capacity as such, in connection with and for the purposes of its evaluation of the mergers only and was not a recommendation as to any action the Discover board of directors should take with respect to the mergers or any aspect thereof. PJT Partners’ opinion did not constitute a recommendation to any holder of Discover common stock (excluding the shares of Discover common stock owned by Discover or Capital One (in each case excluding the shares of Discover common stock (i) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties or (ii) held, directly or indirectly, by Discover or Capital One in respect of debts previously contracted)) or any other stockholder of Discover as to how any stockholder should vote or act with respect to the mergers or any other matter.

Summary of Financial Analyses

In connection with rendering its opinion, PJT Partners performed certain financial, comparative and other analyses as summarized below. In arriving at its opinion, PJT Partners did not ascribe a specific range of values to the shares of Discover common stock but rather made its determination as to fairness, from a financial point of view, to the holders of Discover common stock (excluding the shares of Discover common stock owned by Discover or Capital One (in each case excluding the shares of Discover common stock (i) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties or (ii) held, directly or indirectly, by Discover or Capital One in respect of debts previously contracted)) of the exchange ratio in the mergers on the basis of various financial and comparative analyses. The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to summary description.

In arriving at its opinion, PJT Partners did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by it and in the context of the circumstances of the merger. Accordingly, PJT Partners believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.

The following is a summary of the material financial analyses used by PJT Partners in preparing its opinion to the Discover board of directors. Certain financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by PJT Partners, the tables must be read

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together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses. In performing its analyses, PJT Partners made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Discover and Capital One. None of Discover, Capital One, PJT Partners, or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of the businesses do not purport to be appraisals or reflect the prices at which the businesses may actually be sold. The financial analyses summarized below were based on the Projections and Synergy Estimates and other financial information prepared by the management of Discover (or, in the case of the Synergy Estimates, the management of Capital One) and furnished to PJT Partners by or on behalf of the management of Discover, and used at the direction of the management of Discover and approved for PJT Partners’ use, in the case of the Projections and other financial information, by the Discover board of directors, and in the case of the Synergy Estimates, by the management of Discover. The following summary does not purport to be a complete description of the financial analyses performed by PJT Partners. The following quantitative information, to the extent that it is based on market data, is based on market data as it existed, for Discover and Capital One, based on the closing trading price on February 16, 2024 (which represented the last trading day for Discover common stock and Capital One common stock prior to the date of PJT Partners’ opinion), and is not necessarily indicative of current or future market conditions. Fully diluted share numbers for Discover and Capital One used below were provided by, and used at the direction of, Discover’s management.

Selected Comparable Company Analysis – Discover

PJT Partners reviewed and compared specific financial, operating and public trading data relating to Discover with selected publicly traded (i) credit card and consumer-focused banks and (ii) regional banks that PJT Partners deemed comparable to Discover. The selected comparable companies (which we refer to collectively as the “Discover Peers”) for (i) the credit card and consumer-focused banks were American Express Company, Ally Financial, Capital One and Synchrony Financial and (ii) the regional banks were Citizens Financial Group, Inc., Fifth Third Bancorp, First Citizens Bancshares, Inc., Huntington Bancshares Incorporated, KeyCorp, M&T Bank Corporation and Regions Financial Corporation. PJT Partners reviewed and compared such data in order to assess how the public market values shares of similar publicly traded companies and to provide a range of relative implied equity values per share of Discover common stock on a standalone basis, in each case by reference to these companies.

As part of its selected comparable company analysis, PJT Partners calculated and analysed certain ratios and multiples, including: (1) stock price as a multiple of calendar year 2024E earnings per share for each such selected comparable company, which is referred to in this summary of PJT Partners’ opinion as “P / 2024E EPS” and (2) stock price as a multiple of the tangible book value per share of each selected comparable company’s common stock as of such selected comparable company’s most recent quarter, which is referred to in this summary of PJT Partners’ opinion as “P / TBVPS.” All of these calculations were performed and based on publicly available financial data, market data (including share prices) as of the close of trading on February 16, 2024 and consensus estimates derived from sell-side research. The results of this selected comparable company analysis are summarized below:

PJT Partners selected the comparable companies listed above because PJT Partners believed their businesses and operating profiles are reasonably similar to that of Discover. However, because of the inherent differences

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between the business, operations and prospects of Discover and those of the selected comparable companies, PJT Partners believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected comparable company analysis. Accordingly, PJT Partners also made qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of Discover and the selected comparable companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels and degree of operational risk between Discover and the companies included in the selected company analysis.

Accordingly, PJT Partners selected (1) a P / 2024E EPS multiple range of 8.5x to 10.5x and (2) a P / TBVPS multiple range of 1.80x to 2.20x, in each case for Discover on a standalone basis. PJT Partners then applied the applicable ranges to Discover’s calendar year 2024E earnings per share based on the Discover Projections and Discover’s tangible book value per share as of Discover’s most recent quarter, to calculate a range of implied equity values per share of Discover common stock on a standalone basis based on the fully diluted number of shares of Discover common stock as of February 18, 2024. The following summarizes the results of these calculations:

Selected Comparable Company Analysis – Capital One

PJT Partners reviewed and compared specific financial, operating and public trading data relating to Capital One with selected publicly traded (i) credit card and consumer-focused banks and (ii) super-regional and regional banks that PJT Partners deemed comparable to Capital One. The selected comparable companies (which we refer to collectively as the “Capital One Peers”) for (i) the credit card and consumer-focused banks were American Express Company, Ally Financial, Discover and Synchrony Financial and (ii) the super-regional and regional banks were Citizens Financial Group, Inc., Fifth Third Bancorp, First Citizens Bancshares, Inc., M&T Bank Corporation, Truist Financial Corporation, PNC Financial Services Group and U.S. Bancorp. PJT Partners reviewed and compared such data in order to assess how the public market values shares of similar publicly traded companies and to provide a range of relative implied equity values per share of Capital One common stock on a standalone basis, in each case by reference to these companies.

As part of its selected comparable company analysis, PJT Partners calculated and analysed certain ratios and multiples, including: (1) P / 2024E EPS and (2) P / TBVPS. All of these calculations were performed and based on publicly available financial data, market data (including share prices) as of the close of trading on February 16, 2024 and consensus estimates derived from sell-side research. The results of this selected comparable company analysis are summarized below:

PJT Partners selected the comparable companies listed above because PJT Partners believed their businesses and operating profiles are reasonably similar to that of Capital One. However, because of the inherent differences between the business, operations and prospects of Capital One and those of the selected comparable companies, PJT Partners believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected comparable company analysis. Accordingly, PJT Partners also made qualitative judgments

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concerning differences between the business, financial and operating characteristics and prospects of Capital One and the selected comparable companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels and degree of operational risk between Capital One and the companies included in the selected company analysis.

Accordingly, PJT Partners selected (1) a P / 2024E EPS multiple range of 8.0x to 10.0x and (2) a P / TBVPS multiple range of 1.15x to 1.45x, in each case for Capital One on a standalone basis. PJT Partners then applied the applicable ranges to Capital One’s calendar year 2024E earnings per share based on the Capital One Projections and Capital One’s tangible book value per share as of Capital One’s most recent quarter, to calculate a range of implied equity values per share of Capital One common stock on a standalone basis based on the fully diluted number of shares of Capital One common stock as of February 18, 2024. The following summarizes the results of these calculations:

Selected Comparable Company Analysis – Implied Exchange Ratio

Based on the range of implied equity values per share of Discover common stock and the range of implied equity values per share for Capital One common stock that was calculated by PJT Partners in its selected comparable company analyses, PJT Partners calculated a range of implied exchange ratios of Capital One common stock per each share of Discover common stock. PJT Partners calculated the low end of the implied exchange ratio range by dividing the low value of Discover implied equity values per share reference range by the high value of the Capital One implied equity values per share reference range. PJT Partners calculated the high end of the implied exchange ratio range by dividing the high value of Discover implied equity values per share reference range by the low value of the Capital One implied equity values per share reference range. The result of this analysis, as compared to the exchange ratio of 1.0192x provided in the merger agreement, is summarized below:

Dividend Discount Analysis – Discover

In order to estimate the present value of Discover common stock, PJT Partners performed a dividend discount analysis of Discover. A dividend discount analysis is a traditional valuation methodology used to derive a company’s implied equity value per share by calculating the “present value” of the sum of all of a company’s future dividendable cash flows available to common stockholders. “Present value” refers to the current value of future dividends and is obtained by discounting those future dividendable cash flows by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

To calculate the estimated present value of Discover common stock using the dividend discount method, PJT Partners added (i) Discover’s projected dividendable cash flows for the calendar years 2024 through 2027 based on the Discover Projections to (ii) ranges of “terminal values” of Discover as of December 31, 2027, and discounted such amounts to their present values using a range of selected discount rates. The projected dividendable cash flows were calculated as the excess capital available for common stockholder distribution based on Discover’s projected risk-weighted assets, target CET1 ratio and net income applicable to common stockholders from the Discover Projections. The residual value of the total divendable cash flows at the end of

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the projection period, or “terminal value,” was estimated by applying the exit multiple range of 8.5x to 10.5x to Discover’s calendar year 2028E net income based on the Discover Projections. The range of discount rates of 11.0% to 13.0% was selected based on PJT Partners’ analysis of the cost of equity of Discover, which was based on, among other things, a capital asset pricing model implied cost of equity calculation. PJT Partners then calculated a range of implied equity values per share of Discover common stock by dividing the sum of the amount derived from (i) and (ii) above by the fully diluted number of shares of Discover common stock as of February 18, 2024. The following summarizes the results of these calculations:

Dividend Discount Analysis – Capital One

In order to estimate the present value of Capital One common stock, PJT Partners performed a dividend discount analysis of Capital One.

To calculate the estimated present value of Capital One common stock using the dividend discount method, PJT Partners added (a) Capital One’s projected dividendable cash flows for the calendar years 2024 through 2027 based on the Capital One Projections to (b) ranges of “terminal values” of Capital One as of December 31, 2027, and discounted such amounts to their present values using a range of selected discount rates. The projected dividendable cash flows were calculated as the excess capital available for common stockholder distribution based on Capital One’s projected risk-weighted assets, target CET1 ratio and net income applicable to common stockholders from the Capital One Projections. The residual value of the total divendable cash flows at the end of the projection period, or “terminal value,” was estimated by applying the exit multiple range of 8.0x to 10.0x to Capital One’s calendar year 2028E net income based on the Capital One Projections. The range of discount rates of 11.0% to 13.0% was selected based on PJT Partners’ analysis of the cost of equity of Capital One, which was based on, among other things, a capital asset pricing model implied cost of equity calculation. PJT Partners then calculated a range of implied equity values per share of Capital One common stock by dividing the sum of the amount derived from (a) and (b) above by the fully diluted number of shares of Capital One common stock as of February 18, 2024. The following summarizes the results of these calculations:

Dividend Discount Analysis – Implied Exchange Ratio

Based on the range of implied equity values per share of Discover common stock and the range of implied equity values per share for Capital One common stock that was calculated by PJT Partners in its dividend discount analyses, PJT Partners calculated a range of implied exchange ratios of Capital One common stock per each share of Discover common stock. PJT Partners calculated the low end of the implied exchange ratio range by dividing the low value of Discover implied equity values per share reference range by the high value of Capital One implied equity values per share reference range. PJT Partners calculated the high end of the implied exchange ratio range by dividing the high value of Discover implied equity values per share reference range by the low value of the Capital One implied equity values per share reference range. The result of this analysis, as compared to the exchange ratio of 1.0192x provided in the merger agreement, is summarized below:

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General

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying PJT Partners’ opinion. In arriving at its fairness determination, PJT Partners considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, PJT Partners made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company used in the above analyses as a comparison is directly comparable to Discover or Capital One. The terms of the merger agreement, including the exchange ratio, were determined through arm’s-length negotiations between Discover and Capital One, rather than PJT Partners, and the decision to enter into the merger agreement was solely that of Discover and Capital One.

PJT Partners prepared these analyses for purposes of providing its opinion to the Discover board of directors as to the fairness from a financial point of view, as of the date of the written opinion of PJT Partners, of the exchange ratio in the mergers to the holders of Discover common stock (excluding the shares of Discover common stock owned by Discover or Capital One (in each case excluding the shares of Discover common stock (i) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties or (ii) held, directly or indirectly, by Discover or Capital One in respect of debts previously contracted)). These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Discover, Capital One, PJT Partners or any other person assumes responsibility if future results are materially different from those forecast.

PJT Partners is an internationally recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. Discover selected PJT Partners to act as its financial advisor because of its qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions generally and in the financial services sector specifically.

PJT Partners is acting as financial advisor to Discover in connection with the mergers. As compensation for its services in connection with the mergers, PJT Partners is entitled to receive from Discover an aggregate fee of $48 million, $10 million of which became payable upon the delivery of PJT Partners’ opinion to the Discover board of directors and the remainder of which is contingent and payable upon the consummation of the mergers. Discover has agreed to reimburse PJT Partners for out-of-pocket expenses and to indemnify PJT Partners for certain liabilities arising out of the performance of such services (including the rendering of PJT Partners’ opinion).

In the ordinary course of PJT Partners and its affiliates’ businesses, PJT Partners and its affiliates may provide investment banking and other financial services to Discover, Capital One or their respective affiliates and may receive compensation for the rendering of these services. During the two (2) years preceding the date of its opinion, PJT Partners (i) has not advised or received compensation from Discover and (ii) in its only business arrangement with Capital One during such two (2) years preceding the date of its opinion, advised a creditor group in which Capital One was a member, for which PJT Partners received fees of approximately $4 million for its work for the entire creditor group, which were paid by the debtor.

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Certain Unaudited Prospective Financial Information

Capital One and Discover do not, as a matter of course, publicly disclose forecasts or internal projections as to their respective future performance, revenues, earnings, financial condition or other results given, among other reasons, the inherent uncertainty of the underlying assumptions and estimates, other than, in the case of Discover from time to time, estimated ranges of certain expected financial measures for the current year and certain future years in regular earnings conference calls, investor conference presentations, press releases and other investor materials.

However, Capital One and Discover are including in this joint proxy statement/prospectus certain unaudited prospective financial information (which we refer to collectively as the “prospective financial information”), with respect to Capital One and Discover on a standalone basis and without giving effect to the mergers (except as expressly set forth below in the section entitled “—Certain Estimated Synergies Attributable to the Mergers”). A summary of certain significant elements of this information is set forth below and is included in this joint proxy statement/prospectus solely for the purpose of providing Capital One stockholders and Discover stockholders access to certain nonpublic information made available to Capital One and Discover and their respective boards of directors and financial advisors.

Neither Capital One nor Discover endorses the prospective financial information as necessarily predictive of actual future results. Furthermore, although presented with numerical specificity, the prospective financial information reflects numerous estimates and assumptions made by Capital One’s senior management, Discover’s senior management or Wall Street research analysts, as applicable, at the time such prospective financial information, as applicable, was prepared or approved for use by the financial advisors in connection with the financial advisors’ respective financial analyses and opinions as described in this joint proxy statement/prospectus under “—Opinion of Capital One’s Financial Advisor” and “—Opinion of Discover’s Financial Advisor.” The prospective financial information represents, as applicable, Capital One’s senior management’s evaluation, Discover’s senior management’s evaluation or Wall Street research analysts’ evaluation, of Capital One’s expected future financial performance on a standalone basis or Discover’s expected future financial performance on a standalone basis, as applicable, without reference to the mergers (except as expressly set forth in the section entitled “—Certain Estimated Synergies Attributable to the Mergers”). In addition, since the prospective financial information covers multiple years, such information by its nature becomes subject to greater uncertainty with each successive year. These and the other estimates and assumptions underlying the prospective financial information involve judgments with respect to, among other things, economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industries in which Capital One and Discover operate and the risks and uncertainties described under the sections entitled “Risk Factors” beginning on page 32 of this joint proxy statement/prospectus and “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 29 of this joint proxy statement/prospectus and in the reports that Capital One and Discover file with the SEC from time to time, all of which are difficult to predict and many of which are outside the control of Capital One and Discover and will be beyond the control of Capital One following the completion of the mergers. There can be no assurance that the underlying assumptions or projected results will be realized, and actual results could differ materially from those reflected in the prospective financial information, whether or not the mergers are completed. Further, these assumptions do not include all potential actions that the senior management of Capital One or Discover could or might have taken during these time periods. The inclusion in this joint proxy statement/prospectus of the prospective financial information below should not be regarded as an indication that Capital One, Discover or their respective boards of directors or advisors considered, or now consider, this prospective financial information to be material information to any Capital One stockholders or Discover stockholders, as the case may be, particularly in light of the inherent risks and uncertainties associated with such prospective financial information.

The prospective financial information should not be construed as financial guidance, and it should not be relied on as such. This information was prepared solely for internal use and is subjective in many respects and

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thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. The prospective financial information is not fact and should not be relied upon as necessarily indicative of actual future results. The prospective financial information also reflects numerous variables, expectations and assumptions available at the time it was prepared as to certain business decisions that are subject to change. Except as expressly set forth below in the section entitled “—Certain Estimated Synergies Attributable to the Mergers”, the prospective financial information does not take into account the transactions contemplated by the merger agreement or the possible financial and other effects on Capital One or Discover of the mergers, and does not attempt to predict or suggest actual future results of Capital One following the completion of the mergers or give effect to the mergers, including the effect of negotiating or executing the merger agreement, the costs that may be incurred in connection with consummating the mergers, the potential synergies that may be achieved by Capital One as a result of the mergers (except as expressly set forth below in the section entitled “—Certain Estimated Synergies Attributable to the Mergers”), the effect on Capital One or Discover of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect of any business or strategic decisions or actions which would likely have been taken if the merger agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the mergers. Further, the prospective financial information does not take into account the effect of any possible failure of the mergers to occur. The prospective financial information does not take into account any circumstances or events that have occurred after the date it was prepared and no assurances can be given that if the prospective financial information and the underlying assumptions had been prepared as of the date of this joint proxy statement/prospectus, similar assumptions would be used. In addition, the prospective financial information may not reflect the manner in which Capital One would operate after the mergers.

The prospective financial information, to the extent prepared by Discover’s or Capital One’s senior management, was not prepared for the purpose of, or with a view toward, public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information, published guidelines of the SEC regarding forward-looking statements or generally accepted accounting principles.

Subject to the above, the prospective financial information included in this section has been provided by Capital One’s management and Discover’s management as described in this section. Neither Ernst & Young LLP (as Capital One’s independent registered public accounting firm) nor Deloitte & Touche LLP (as Discover’s independent registered public accounting firm) nor any other independent registered public accounting firm, has audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the prospective financial information and, accordingly, Ernst & Young LLP and Deloitte & Touche LLP do not express an opinion or any other form of assurance with respect thereto. The reports by Ernst & Young LLP and Deloitte & Touche LLP incorporated by reference in this joint proxy statement/prospectus relate to Capital One’s and Discover’s previously issued financial statements. They do not extend to the prospective financial information and should not be read to do so.

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Capital One Prospective Financial Information

Capital One Prospective Financial Information Used by Centerview

The following table presents the forecasts of Capital One’s 2024 through 2030 net income after taxes (“NIAT”) available to common stockholders and risk-weighted assets that were used by Centerview at the direction of Capital One management in the financial analyses performed in connection with Centerview’s opinion:

The above forecasts of Capital One’s 2024 and 2025 NIAT available to common stockholders and risk-weighted assets represent consensus Wall Street research estimates of those measures (the “Capital One street estimates”). The above forecasts of Capital One’s 2026 through 2030 NIAT available to common stockholders and risk-weighted assets represent forecasts extrapolated from the Capital One street estimates.

For purposes of extrapolating Capital One’s financial results after 2025, Capital One’s management provided Centerview with, among other things, the following extrapolation assumptions based on historical performance and long-term expectations:

Based on the prospective financial information described above, for purposes of Centerview’s financial analysis, estimated after-tax cash flows available at Capital One for distributions to Capital One stockholders for 2024 through 2030 were calculated by Centerview to be $3.6 billion, $4.4 billion, $4.4 billion, $4.5 billion, $4.6 billion, $4.7 billion and $4.8 billion, in each case representing the amount by which estimated NIAT available to Capital One stockholders for the applicable year (based on the prospective financial information described above) exceeded the amount required to meet an estimated CET1 ratio of 13.0% over the applicable period, as described in the section entitled “—Opinion of Capital One’s Financial Advisor.”

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Capital One Prospective Financial Information Used by PJT Partners

The following table presents the forecasts of Capital One’s 2024 through 2028 NIAT available to common stockholders, total loans, risk-weighted assets and total capital return that were used by PJT Partners at the direction of Discover’s management, and approved for PJT Partners’ use by the Discover board of directors, in the financial analyses performed in connection with PJT Partners’ opinion as described in this joint proxy statement/prospectus under “—Opinion of Discover’s Financial Advisor”:

The above forecasts of Capital One’s 2024 through 2028 NIAT available to common stockholders, total loans, risk-weighted assets and total capital return represent Discover’s management’s estimates of those measures.

The prospective financial information set forth above with respect to 2024 reflects Discover’s management’s estimates based on Capital One’s management’s estimates that had been provided to Discover’s management with Risk-Weighted Asset growth assumed at the same growth rate as Total Loans. For purposes of extrapolating Capital One’s financial results after 2024, Discover’s management made certain extrapolation assumptions based on historical performance and long-term expectations. Growth in NIAT to Common for 2025 was assumed to be 13% and then 7% thereafter. Total Loans and Risk-Weighted Assets assumed annual growth of 5% for 2025 and thereafter. Total Capital Return assumes a payout ratio of 68% for all years.

Discover Prospective Financial Information

Discover Prospective Financial Information Used by Centerview

The following table presents the forecasts of Discover’s 2024 through 2030 NIAT available to common stockholders and risk-weighted assets that were used by Centerview at the direction of Capital One management in the financial analyses performed in connection with Centerview’s opinion:

The above forecasts of Discover’s 2024 and 2025 NIAT available to common stockholders and risk-weighted assets represent consensus Wall Street research estimates of those measures, as adjusted at to reflect the completion, in 2024, of Discover’s previously announced disposition of its private student loan portfolio and to reflect charge-offs in 2024 consistent with consensus Wall Street research estimates and charge-offs in 2025 consistent with those in 2024 (the “Discover adjusted street estimates”). The above forecasts of Discover’s 2026 through 2030 NIAT available to common stockholders and risk-weighted assets represent forecasts extrapolated from the Discover adjusted street estimates.

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For purposes of extrapolating Discover’s financial results after 2025, Capital One’s management provided Centerview with, among other things, the following extrapolation assumptions based on historical performance and long-term expectations:

Based on the prospective financial information described above, for purposes of Centerview’s financial analysis, estimated after-tax cash flows available at Discover for distributions to Discover stockholders for 2024 through 2030 were calculated by Centerview to be $2.8 billion (excluding a one-time capital benefit as a result of the one-time net income and capital impact from private student loan portfolio exit in 2024), $2.6 billion, $2.8 billion, $2.7 billion, $3.1 billion, $3.5 billion and $3.6 billion, in each case representing the amount by which estimated NIAT available to Discover stockholders for the applicable year (based on the prospective financial information described above) exceeded the amount required to meet an estimated CET1 ratio of 12.0% over the applicable period, as described in the section entitled “—Opinion of Capital One’s Financial Advisor” beginning on page 71.

Discover Prospective Financial Information Used by PJT Partners

The following table presents the forecasts of Discover’s 2024 through 2028 NIAT available to common stockholders, total loans, risk-weighted assets and total capital returned that were used by PJT Partners at the direction of Discover’s management, and approved for PJT Partners’ use by the Discover board of directors, in the financial analyses performed in connection with PJT Partners’ opinion as described in this joint proxy statement/prospectus under “—Opinion of Discover’s Financial Advisor”:

The above forecasts of Discover’s 2024 through 2028 NIAT available to common stockholders, total loans, risk-weighted assets and total capital return represent Discover’s management’s estimates of those measures.

The prospective financial information set forth above with respect to 2024 reflects Discover’s management’s estimates of those measures and for 2025 includes Discover’s management’s estimates of those measures combined with certain Wall Street research estimates. For purposes of extrapolating Discover’s

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financial results after 2025, Discover’s management made certain extrapolation assumptions based on historical performance and long-term expectations. Such extrapolation assumptions included assumptions of 7% annual growth for NIAT to Common, Total Loans and Risk-Weighted Assets. Total Capital Return assumes a payout ratio of 75%.

Certain Estimated Synergies Attributable to the Mergers

Capital One’s management developed certain prospective financial information relating to the anticipated synergies to be realized by Capital One following the mergers beginning in 2025 that were provided to the Capital One and Discover boards of directors. Such prospective financial information also was (i) provided to Centerview and approved by Capital One for Centerview’s use and reliance, and (ii) provided to PJT Partners and approved by Discover’s management for PJT Partners’ use and reliance, in each case in connection with such financial advisors’ respective financial analyses and opinions as described in this joint proxy statement/prospectus under “—Opinion of Capital One’s Financial Advisor” and “—Opinion of Discover’s Financial Advisor.”

Such synergies consisted of expense and revenue synergies, which, in the case of the synergies provided to the Capital One board of directors and Centerview, were estimated to amount to approximately $0.9 billion in 2025, $2.0 billion in 2026, $2.7 billion in 2027, $2.9 billion in 2028, $3.0 billion in 2029 and $3.2 billion in 2030, in each case excluding taxes, any acquisition and integration costs, and in the case of the synergies provided to the Discover board of directors and PJT Partners, were estimated to amount to approximately $0.9 billion in 2025, $2.0 billion in 2026, $2.8 billion in 2027, $3.0 billion in 2028, $3.1 billion in 2029 and $3.2 billion in 2030, in each case excluding taxes, any acquisition and integration costs, and certain operating expenses.

Expense synergies were estimated based on an assessment of Discover’s operating and marketing expenses and the cost savings anticipated to be realized through the combination of the two companies. The expense synergies assumed (i) cost savings generated by scale benefits and systems integration for credit card and banking activities, (ii) additional investment in the Discover Global Network and (iii) a continuation of the current operating expenses for the non-card lending business. The expense synergies further considered and accounted for well-managed operations, following the remediation of Discover’s compliance issues, for the combined organization going forward. Capital One also compared its estimates of the expense synergies to estimated expense synergies disclosed in other financial institutions transactions. Revenue synergies were estimated based on an assessment of Capital One’s existing and future debit and credit card purchase volume, including those it expects to migrate to the Discover Global Network, and the network economics within Discover’s existing business performance. Capital One’s management also estimated total one-time acquisition and integration expenses of $2.8 billion, excluding taxes, to be incurred in order to combine the two companies and realize the expense and revenue synergies. This estimate includes meaningful one-time costs associated with the remediation of Discover’s compliance issues, including those that are the subject of the FDIC consent order.

General

The prospective financial information of Capital One and Discover was prepared separately using, in some cases, different assumptions, and the different estimates are not intended to be added together. The sum of the prospective financial information for the two companies is not intended to represent the results Capital One will achieve if the mergers are completed and is not intended to represent forecasted financial information for Capital One if the mergers are completed.

By including in this joint proxy statement/prospectus a summary of the prospective financial information, neither Capital One nor Discover nor any of their respective representatives has made or makes any representation to any person regarding the ultimate performance of Capital One or Discover compared to the information contained in the prospective financial information or that the results reflected in the prospective financial information will be achieved. Neither Capital One (before or after completion of the mergers) nor

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Discover undertakes any obligation to update or otherwise revise the prospective financial information to reflect circumstances existing since their preparation or to reflect the occurrence of subsequent or unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, or to reflect changes in general economic or industry conditions. None of Capital One, Discover or their respective advisors or other representatives has made, makes or is authorized in the future to make any representation to any stockholder of Capital One or Discover or other person regarding Capital One’s or Discover’s ultimate performance compared to the information contained in the prospective financial information or that the results reflected in the prospective financial information will be achieved. The prospective financial information included above is provided because it was made available to and considered by Capital One and Discover and their respective boards of directors and financial advisors in connection with the mergers.

In light of the foregoing, and taking into account that the Capital One special meeting and the Discover special meeting will be held several months after the prospective financial information was prepared, as well as the uncertainties inherent in any forecasted information, Capital One stockholders and Discover stockholders are strongly cautioned not to place unwarranted reliance on such information, and Capital One and Discover urge all Capital One stockholders and Discover stockholders to review Capital One’s and Discover’s respective most recent SEC filings for descriptions of Capital One’s and Discover’s respective reported financial results and the financial statements of Capital One and Discover incorporated by reference in this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” in the forepart of this joint proxy statement/prospectus.

The prospective financial information summarized in this section is not being included in this joint proxy statement/prospectus in order to induce any Capital One stockholder to vote in favor of the Capital One share issuance proposal or any of the other proposals to be voted on at the Capital One special meeting nor to induce any Discover stockholder to vote in favor of the Discover merger proposal or any of the other proposals to be voted on at the Discover special meeting.

Interests of Discover’s Directors and Executive Officers in the Mergers

Discover’s directors and executive officers may have interests in the mergers that are different from, or in addition to, the interests of Discover stockholders generally. The Discover board of directors was aware of these interests and considered them, among other matters, in evaluating and negotiating the merger agreement and the mergers, in approving the merger agreement and the mergers and in recommending to Discover stockholders that they vote to approve the Discover merger proposal, the Discover compensation proposal and the Discover adjournment proposal. For more information, see the sections entitled “The Mergers—Background of the Mergers” beginning on page 59 and “The Mergers—Discover’s Reasons for the Mergers; Recommendation of the Discover Board of Directors” beginning on page 69. Such interests are described in more detail below.

For purposes of this disclosure, we have included Discover’s named executive officers for its most recent proxy statement for the fiscal year ended December 31, 2023, as well as Discover’s current and former chief executive officers (which we refer to together as the “named executive officers”).

Treatment of Discover Equity Awards

Discover RSU Awards

Each Discover RSU award (except the Discover RSU Awards described below under “—J. Michael Shepherd Discover RSU Award,” “—John B. Owen Discover RSU Award” and “—Non-Employee Director Discover RSU Awards”) that is outstanding immediately prior to the effective time will be converted into a Capital One RSU award, with the number of shares underlying such award adjusted based on the exchange ratio. Each converted Capital One RSU award will otherwise continue to be subject to the same terms and conditions (including vesting terms and terms governing acceleration of vesting upon qualifying terminations) as applied to the corresponding Discover RSU award.

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Discover PSU Awards

Each Discover PSU award that is outstanding immediately prior to the effective time will be converted into a Capital One cash-based award in respect of an amount in cash equal to the product of (i) the total number of shares subject to the Discover PSU award, with the number of shares of Discover common stock determined based on the greater of target and actual performance through the last quarter ending simultaneously with or prior to the effective time for Discover PSU awards for which as of the effective time more than one year of the performance period has elapsed, and target performance for Discover PSU awards for which as of the effective time one year or less of the performance period has elapsed, multiplied by (ii) the product of (1) the exchange ratio and (2) the average of the closing sale prices of Capital One common stock for the five (5) full trading days ending on the day preceding the closing date. Each converted Capital One cash-based award will otherwise continue to be subject to the same terms and conditions (including service-based vesting terms and terms governing acceleration of vesting upon qualifying terminations) as applied to the corresponding Discover PSU award.

J. Michael Shepherd Discover RSU Award

On April 1, 2024, Discover granted a Discover RSU award to J. Michael Shepherd (the “Shepherd RSU award”) in connection with his commencement of employment as Discover’s interim chief executive officer and president. The terms of the Shepherd RSU award provide that, upon the earlier of the effective time or April 1, 2025, the Discover RSUs subject to the award will fully vest and be settled in shares of Discover common stock.

John B. Owen Discover RSU Award

On January 31, 2024, Discover granted a Discover RSU award to John B. Owen (the “Owen RSU award”) in recognition of his service as Discover’s interim chief executive officer and president from August 2023 to February 1, 2024. The existing terms of the Owen RSU award provide that the award was fully vested on the grant date and, upon a “change in control,” the Discover RSUs subject to the award will be settled in shares of Discover common stock. The effective time will constitute a change in control for purposes of the Owen RSU award.

Non-Employee Director Discover RSU Awards

Each Discover RSU award granted to Discover’s non-employee directors (collectively, the “Discover director awards”) provides that, upon a “change in control,” the Discover director awards will fully vest and be settled in shares of Discover common stock. The effective time will constitute a change in control for purposes of the Discover director awards.

For an estimate of the amounts that would be payable to each of Discover’s named executive officers in respect of their unvested Discover equity awards upon a qualifying termination at the effective time of the mergers, see the section entitled “—Quantification of Payments and Benefits to Discover’s Named Executive Officers” beginning on page 99. Based on the same assumptions set forth in such section, the estimated aggregate amount that would be payable to the six (6) Discover executive officers who are not named executive officers in respect of their unvested Discover equity awards upon a qualifying termination at the effective time of the mergers is $15,785,288, and the estimated aggregate amount that would be payable to the eight (8) Discover non-employee directors (excluding, for clarity, Messrs. Owen and Shepherd, who are included in the section entitled “—Quantification of Payments and Benefits to Discover’s Named Executive Officers” beginning on page 99) in respect of their unvested Discover director awards at the effective time of the mergers is $1,492,413.

Discover Change in Control Severance Policy

Discover maintains the Discover Financial Services Change in Control Severance Policy (the “CIC severance policy”) in which all current executive officers participate, excluding Mr. Shepherd. The CIC severance policy provides “double-trigger” severance payments and benefits to participants in the event of an

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involuntary termination by Discover without “cause,” a voluntary termination of employment by a participant for “good reason,” or a termination due to death or “disability,” each within six (6) months prior to or twenty-four (24) months after a “change in control” (each as defined in the CIC severance policy, and each of which we refer to as a “qualifying termination”). The effective time will constitute a change in control for purposes of the CIC severance policy.

In the event of a qualifying termination, each executive officer is entitled to receive the following severance payments and benefits, in exchange for a release of claims:

In addition, in the event of a qualifying termination, each executive officer will be given the opportunity to enter into a non-competition agreement with Discover to refrain from “competitive activity” for eighteen (18) months following the termination. If an executive officer enters into such agreement, they will be entitled to receive an additional amount equal to one and one-half (1.5) times the sum of the executive officer’s annual base salary and the average cash bonus paid to the executive officer with respect to the three (3) immediately preceding years or, if lesser, the number of years the executive officer has been employed by Discover, payable in substantially equal installments consistent with Discover’s executive payroll practice. An executive officer will be entitled to reasonable legal fees and related expenses if the executive officer files a claim in accordance with Discover’s internal review procedure or commences litigation and, as a result, becomes entitled to receive benefits in an amount greater than prior to such claim or litigation.

Discover has approved an amendment to the CIC severance policy that will be effective as of immediately prior to the effective time and provides that all severance entitlements described above as utilizing “the average cash bonus paid to the executive officer with respect to the three (3) immediately preceding years or, if lesser, the number of years the executive officer has been employed by Discover” instead utilize the greater of (i) the executive officer’s target cash bonus for the year of termination or (ii) such average. The estimated quantifications in this joint proxy statement/prospectus reflect this amendment to the CIC severance policy.

For an estimate of the amounts that would be payable to each of Discover’s named executive officers upon a qualifying termination at the effective time of the mergers under the CIC severance policy, see the section entitled “—Quantification of Payments and Benefits to Discover’s Named Executive Officers” beginning on page 91. Based on the same assumptions set forth in such section, the estimated aggregate amount that would be payable to the six (6) Discover executive officers who are not named executive officers upon a qualifying termination at the effective time of the mergers under the CIC severance policy is $25,143,336, based on current base salary and the greater of (i) the executive officer’s current target cash bonus or (ii) the average cash bonus paid to the executive officer with respect to the three (3) immediately preceding years or, if lesser, the number of years the executive officer has been employed by Discover.

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Discover Letter Agreement with J. Michael Shepherd

Discover is party to a letter agreement with J. Michael Shepherd, dated as of March 27, 2024 (the “Shepherd letter agreement”), pursuant to which Mr. Shepherd commenced service as Discover’s interim chief executive officer and president on April 1, 2024. Pursuant to the terms of the Shepherd letter agreement, Mr. Shepherd was granted a Discover RSU award, as described above under “—J. Michael Shepherd Discover RSU Award”. Mr. Shepherd is not eligible to participate in the CIC severance plan and is not entitled to severance payments pursuant to the Shepherd letter agreement.

For an estimate of the amounts that would be payable to Mr. Shepherd at the effective time of the mergers under the Shepherd letter agreement, see the section entitled “—Quantification of Payments and Benefits to Discover’s Named Executive Officers” beginning on page 99.

Discover Letter Agreements with Michael G. Rhodes

Discover is party to a letter agreement with Michael G. Rhodes, dated as of December 7, 2023, pursuant to which Mr. Rhodes commenced employment as Discover’s chief executive officer and president on February 1, 2024 and a second letter agreement with Mr. Rhodes, dated as of March 27, 2024, in connection with his resignation. Mr. Rhodes ceased serving as Discover’s chief executive officer and president and as a director effective April 1, 2024 and served as an advisor to the interim chief executive officer until April 12, 2024. Mr. Rhodes did not receive severance in connection with his resignation and his unvested equity awards were forfeited in accordance with their terms. Accordingly, no amounts will be payable to Mr. Rhodes at the effective time of the mergers.

Application of Section 280G of the Code

Discover has always sought to cultivate a talented workforce, and in recent years the company succeeded in attracting several new key executives. Seven (7) of Discover’s current executive officers joined the company within the last five (5) years. As a result of these executive officers’ relatively short tenure with Discover, their “base amounts” (within the meaning of Section 280G of the Code) will generally be smaller than if they had worked at Discover for a longer period of time prior to the effective time, likely resulting in higher excise taxes under Section 4999 of the Code.

In light of these considerations, Discover is permitted to enter into agreements with its executive officers prior to the effective time of the mergers providing for reimbursements, subject to an aggregate cap not to exceed $25,000,000 for all impacted employees and individual caps to be set forth in such agreements and other limitations, for excise taxes incurred under Section 4999 of the Code in connection with the mergers, so that on a net after-tax basis such executive officer would be in the same position as though such excise tax did not apply. The actual amount of the excise tax reimbursement for each executive officer, if any, will not be determinable until after the effective time of the mergers. As of the date of this joint proxy statement/prospectus, Discover has not yet entered into any such agreement and has not yet determined the individuals with whom it will enter into such agreements.

Retention Program

Discover’s ability to retain and motivate its employees during the period before the effective time will be critical to the success of the mergers. In light of this consideration, Discover has implemented a cash retention program. Awards under the retention program will generally vest fifty percent (50%) on the closing date and fifty percent (50%) on the six (6)-month anniversary of the closing date, subject to the participant’s continued employment through the applicable vesting date. Awards under the retention program generally provide for full vesting upon an involuntary termination without “cause,” a voluntary termination for “good reason” (each to be defined in the applicable retention agreement) or a termination due to death or disability, in each case on or after the closing date and subject to an effective release of claims.

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As of the date of this joint proxy statement/prospectus, Discover has granted an award under the retention program to one (1) Discover executive officer who is not a named executive officer. Such award has a value of $2,000,000; will vest on the one (1)-year anniversary of the closing date, subject to the executive officer’s continued employment through the vesting date; and provides for full vesting upon an involuntary termination without “cause” (as defined in the applicable retention agreement) or a termination due to death or disability, in each case on or after the closing date and subject to an effective release of claims.

Annual Bonus

If the effective time of the mergers occurs on or after January 1, 2025 or prior to the date bonuses in respect of the 2024 fiscal year would be paid in the ordinary course, any executive officer who is terminated without “cause” or resigns for “good reason” (each as defined in the CIC severance policy) prior to the payment date will be paid their annual cash bonus in respect of the 2024 fiscal year based on actual performance, subject to the effectiveness of a release of claims and without duplication of any bonus for the same period of service under any Discover benefit or compensation plan.

“Good Reason” Acknowledgement and Transition or New Arrangements with Capital One

Discover is permitted to enter into acknowledgements with each of its named executive officers who are currently employed, excluding Mr. Shepherd, and one of its current executive officers who is not a named executive officer that acknowledge that such executive officers will have “good reason” upon or following the effective time of the mergers under the CIC severance policy. However, any of Discover’s executive officers who become officers, directors or employees or who otherwise are retained to provide services to Capital One, the surviving entity or any of their affiliates and do not terminate employment at or following the effective time of the mergers may enter into new individualized compensation arrangements and may participate in cash or equity incentive or other benefit plans maintained by Capital One and its affiliates. As of the date of this joint proxy statement/prospectus, no such acknowledgements or new compensation arrangements have been entered into with Discover or Capital One, respectively.

Indemnification; Directors’ and Officers’ Insurance

Pursuant to the merger agreement, Discover’s directors and officers will be entitled to continued indemnification and insurance coverage through the surviving entity for acts or omissions occurring at or prior to the effective time. For a more detailed description, see the section entitled “The Merger Agreement—Covenants and Agreements—Director and Officer Indemnification and Insurance” beginning on page 125.

Quantification of Payments and Benefits to Discover’s Named Executive Officers

This section sets forth the information required by Item 402(t) of the SEC’s Regulation S-K regarding compensation for each named executive officer of Discover that is based on, or otherwise relates to, the mergers.

This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section such term is used to describe the merger-related compensation payable to Discover’s named executive officers. The “golden parachute” compensation payable to these individuals is subject to a non-binding advisory vote of Discover stockholders, as described in the section entitled “Proposal 2: Discover Compensation Proposal” beginning on page 55. The table below sets forth, for the purposes of this golden parachute disclosure, the amount of payments and benefits (on a pre-tax basis) that each of Discover’s named executive officers would receive, using the following assumptions:

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The calculations in the tables below do not include amounts that Discover’s named executive officers were already entitled to receive or vested in as of the date of this joint proxy statement/prospectus. The calculations in the tables also do not reflect compensation actions that may occur after the date of this joint proxy statement/prospectus but before the effective time of the mergers (including any additional equity award grants, issuances, vestings or forfeitures that may occur, or future dividends or dividend equivalents that may be accrued, after the date of this joint proxy statement/prospectus but before the effective time of the mergers). The calculations in the tables also do not reflect any payments that may be provided under any Section 280G reimbursement agreements or Discover’s retention program. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the tables, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

The effective time will constitute a “change in control” under the compensation arrangements in which Discover’s named executive officers participate. As such, for purposes of this disclosure, “single trigger” refers to payments and benefits that arise solely as a result of the completion of the mergers and “double trigger” refers to payments and benefits that require two (2) conditions, which are the completion of the mergers and a qualifying termination of employment.

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Golden Parachute Compensation