Kelly R. Welsh - 01 Dec 2024 Form 3 Insider Report for Discover Financial Services (DFS)

Role
EVP, Interim CLO and GC
Signature
/s/ Efie Vainikos as Attorney-In-Fact for Kelly R. Welsh
Issuer symbol
DFS
Transactions as of
01 Dec 2024
Net transactions value
$0
Form type
3
Filing time
10 Dec 2024, 20:01:00 UTC
Next filing
03 Apr 2025
SEC
View on sec.gov

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

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding DFS Phantom Stock 01 Dec 2024 Common Stock 12,184 Direct F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Discover 2023 Omnibus Incentive Plan, the reporting person was granted phantom stock on November 5, 2024, prior to becoming a reporting person of the Issuer. The shares of phantom stock will vest and be settled in cash on the earlier of (1) the completion of the merger (the "Closing") of the Issuer and Capital One Financial Corporation ("Capital One") and (2) April 1, 2025. Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock; provided that if the phantom stock vests in connection with the Closing, the amount of cash will be determined using the greater of the closing price of the Issuer's common stock and Capital One's common stock on the business day immediately prior to the Closing.

Remarks:

Exhibit 24 - Power of Attorney