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Capital One Receives Final Regulatory Approvals for Acquisition of Discover

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Capital One Receives Final Regulatory Approvals for Acquisition of Discover

MCLEAN, Va, & RIVERWOODS, Ill., April 18, 2025–(BUSINESS WIRE)–Capital One Financial Corporation (NYSE: COF) and Discover Financial Services (NYSE: DFS) today announced that the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency have approved Capital One’s proposed acquisition of Discover.

This approval follows approval of the transaction by the Delaware State Bank Commissioner in December 2024, and by shareholders of more than 99 percent of each company’s shares voting in February of this year.

“This is an exciting moment for Capital One and Discover. We understand the critical importance of a strong and competitive banking system to our customers and our economy, and we appreciate the thoughtful and diligent engagement of our regulators as they thoroughly reviewed this deal over the past 14 months,” said Richard Fairbank, Founder, Chairman, and CEO of Capital One. “I am grateful to the thousands of associates across Capital One and Discover who have worked tirelessly to help us achieve this significant milestone. We look forward to bringing these two great companies together with a profound sense of possibility and responsibility to deliver for our customers, associates, shareholders, and communities.”

All required regulatory approvals to complete the transaction have now been received, and the transaction is expected to close on May 18, 2025, subject to the satisfaction of customary closing conditions.

“The combination of our two great companies will increase competition in payment networks, offer a wider range of products to our customers, increase our resources devoted to innovation and security, and bring meaningful community benefits,” said Michael Shepherd, Interim CEO and President of Discover.

There will be no immediate changes to Capital One and Discover customer accounts and relationships now or in the period immediately following the closing of the transaction. Capital One will provide customers with comprehensive information regarding relevant conversion activities well in advance of any future change. Until then, customers will continue to be served through their respective Capital One and Discover customer communications channels.

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Upon closing, Capital One will begin implementation of its historic, five-year Community Benefits Plan (CBP), developed in connection with the acquisition and in partnership with leading community organizations, mobilizing more than $265 billion in lending, investment, and services to advance economic opportunity and financial well-being across America.

Further information on Capital One’s agreement to acquire Discover Financial Services can be found at www.capitalonediscover.com.

Forward Looking Statements

Information in this communication, other than statements of historical facts, may constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements about the benefits of the proposed transaction between Capital One Financial Corporation (“Capital One”) and Discover Financial Services (“Discover”), statements related to the expected timing of the completion of the transaction, statements about the combined company’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.

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All forward-looking statements are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of Capital One or Discover to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, among others, (1) the risk that the cost savings and any revenue synergies and other anticipated benefits from the transaction may not be fully realized or may take longer than anticipated to be realized, the risk that revenues following the transaction may be lower than expected and/or the risk that certain expenses, such as the provision for credit losses, of Discover, or Capital One following the transaction, may be greater than expected, (2) disruption to the parties’ businesses as a result of the announcement and pendency of the transaction, (3) the risk that the integration of Discover’s business and operations into Capital One, including the integration into Capital One’s compliance management program, will be materially delayed or will be more costly or difficult than expected, or that Capital One is otherwise unable to successfully integrate Discover’s businesses into its own, including as a result of unexpected factors or events, (4) reputational risk and the reaction of each company’s customers, suppliers, employees or other business partners to the transaction, (5) the failure of the remaining closing conditions in the merger agreement to be satisfied, or any unexpected delay in completing the transaction or the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (6) the dilution caused by the issuance of additional shares of Capital One’s common stock in connection with the transaction, (7) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (8) risks related to management and oversight of the expanded business and operations of Capital One following the transaction due to the increased size and complexity of its business, (9) the possibility of increased scrutiny by, and/or additional regulatory requirements of, governmental authorities as a result of the transaction or the size, scope and complexity of Capital One’s business operations following the transaction, (10) the outcome of any legal or regulatory proceedings that may be currently pending or later instituted against Capital One before or after the transaction, or against Discover, (11) the risk that expectations regarding the timing, completion and accounting and tax treatments of the transaction are not met, (12) the risk that any announcements relating to the transaction could have adverse effects on the market price of Capital One’s common stock, (13) certain restrictions during the pendency of the transaction, (14) the diversion of management’s attention from ongoing business operations and opportunities, (15) Capital One’s and Discover’s success in executing their respective business plans and strategies and managing the risks involved in the foregoing, (16) effects of the announcement, pendency or completion of the transaction on Capital One’s or Discover’s ability to retain customers and retain and hire key personnel and maintain relationships with Capital One’s and Discover’s suppliers and other business partners, and on Capital One’s and Discover’s operating results and businesses generally, (17) general competitive, economic, political and market conditions and other factors that may affect future results of Capital One and Discover, including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities and (18) any other factors that may affect Capital One’s future results or the future results of Discover; and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms. Additional factors which could affect future results of Capital One and Discover can be found in Capital One’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and Discover’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K (and any amendments to those documents), in each case filed with the SEC and available on the SEC’s website at http://www.sec.gov. Capital One and Discover disclaim any obligation and do not intend to update or revise any forward-looking statements contained in this communication, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by federal securities laws.

About Capital One

Capital One Financial Corporation (www.capitalone.com) is a financial holding company which, along with its subsidiaries, had $362.7 billion in deposits and $490.1 billion in total assets as of December 31, 2024. Headquartered in McLean, Virginia, Capital One offers a broad spectrum of financial products and services to consumers, small businesses and commercial clients through a variety of channels. Capital One, N.A. has branches and Cafés located primarily in New York, Louisiana, Texas, Maryland, Virginia and the District of Columbia. A Fortune 500 company, Capital One trades on the New York Stock Exchange under the symbol “COF” and is included in the S&P 100 index.

Additional information about Capital One can be found at Capital One About at www.capitalone.com/about.

About Discover

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Discover Financial Services (NYSE: DFS) is a digital banking and payment services company with one of the most recognized brands in U.S. financial services. Since its inception in 1986, the company has become one of the largest card issuers in the United States. Discover issues the Discover® card, America’s cash rewards pioneer, and offers personal loans, home loans, checking and savings accounts and certificates of deposit through its banking business. It operates the Discover Global Network® comprised of Discover Network, with millions of merchants and cash access locations; PULSE®, one of the nation’s leading ATM/debit networks; and Diners Club International®, a global payments network with acceptance around the world. For more information, visit www.discover.com/company.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250418414077/en/

Contacts

Media Relations

Sie Soheili
sie.soheili@capitalone.com

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Matthew Towson
matthewtowson@discover.com

Investor Relations

Danielle Dietz
danielle.dietz@capitalone.com

Erin Stieber
investorrelations@discover.com

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Finance

Homegrown Music Festival looks to right finances, hire new leadership

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Homegrown Music Festival looks to right finances, hire new leadership

DULUTH — The Duluth Homegrown Music Festival is seeking both new operational leadership and a solution to financial filing issues that caused the organization to lose its federal tax-exempt status, which it has not held since 2022.

The organization is currently operating as a taxable nonprofit, confirmed Don Ness, the former Duluth mayor who serves as president of Homegrown’s

board of directors.

Ness and the board are working to discern whether there might be any outstanding tax liabilities in the wake of an apparent filing lapse.

“It’s a serious matter that requires diligence to do things right, and to correct past oversight, and to make sure that we are in full compliance with all tax and regulatory requirements,” Ness said. “The board is 100% committed to that course of action.”

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As the Duluth Monitor first reported, Homegrown had its federal tax-exempt status revoked in 2022 after failing to make required financial reports for three years. The Monitor also reported that Minnesota Attorney General Keith Ellison’s office has notified the organization it may be in violation of state law requiring the proper registration of soliciting charities.

Don Ness, executive director of the Ordean Foundation, speaks at Ordean East Middle School in 2025.

Clint Austin / Duluth Media Group file photo

“All but one of us have been on for less than a year,” Ness said of the current board members. “We’ve been committed to saying, ‘hey, we need to improve the points of accountability.’”

The organization will also require new operational leadership. Co-directors Cory Jezierski and Dereck Murphy-Williams resigned earlier this month, after leading Homegrown through four successful festivals.

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“My contract ended at the end of May, and I knew a few days later that I did not want to continue in that position,” Jezierski said. “Simply put, it was the best thing for my mental health. It’s a job that requires many, many hours and a lot of work, and it can be very stressful as well.”

Person with long green hair stands outside a bar window
Onlookers stop and watch the band Damien outside of Blacklist Brewing during the 2023 Duluth Homegrown Music Festival.

Amy Arntson / Duluth Media Group file photo

Murphy-Williams did not respond to an interview request for this article, nor did preceding Homegrown director Melissa LaTour. According to LaTour’s

LinkedIn profile,

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she was Homegrown director from 2016 to 2022.

Jason Beckman, a recent president who is no longer serving on the board, responded to a News Tribune email but did not provide an interview availability before this article went to press.

Ness does not believe the reporting lapses were due to any ill intent. He praised Jezierski and Murphy-Williams for their success managing festival operations. “They cared deeply about the festival,” he said. “It’s amazing to see that our community continues to support this really unique and special festival.”

“Those guys run a hell of a festival,” said Scott Lunt, festival founder and a current board member. “I think they needed help with bookkeeping.”

musician performs at music festival show
Scott Lunt performs with Father Hennepin at The West Theatre during the Homegrown Music Festival in 2024.

Clint Austin / Duluth Media Group file photo

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By Jezierski’s account, issues with the festival’s tax status became apparent shortly after he became co-director. “We went to file taxes, they were rejected,” Jezierski said. “At that time we, of course, didn’t know why right away, but once we started pulling on that thread, we unraveled a whole lot of the problems that were going on.”

Jezierski said “it took a long time to try to get any sort of help” from the board, but said that by the time he and Murphy-Williams left the organization, “everything had been turned over to be reconciled” with a financial professional.

Ness, like Lunt, was deeply involved with Homegrown in its first decade but had not had an official role with the festival since then. After launching the festival in 1999 and running it on his own for several years, Lunt was “burnt out,” Ness remembered.

Light-skinned person wearing eyeglasses and vest gestures with arm while standing onstage near microphone. Light-skinned person playing guitar is visible in background, with enthusiastic fans at left.
Trevor Klueg of United Men Divide performs at Pizza Luce during the 2007 Duluth Homegrown Music Festival.

Derek Montgomery / Duluth Media Group file photo

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After a transition period during which the festival was run in partnership with the Ripsaw newspaper, Homegrown established a nonprofit organization in 2006 with Ness as festival director. Ness subsequently stepped down when he was elected mayor in 2007.

By 2025, Ness was in his current position as executive director of the Ordean Foundation.

“I was approached by a couple of longtime music scenesters,” Ness recalled. “They said, ‘There are questions about (Homegrown’s) nonprofit status. There are questions about some governance issues. We’re concerned.’”

Ness agreed to join the board, and became president. The 2026 festival ran smoothly from an operational standpoint, but Ness found the financial reporting to be lacking.

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music performances in arena during festival
Chicken-themed accessories were popular at Amsoil Arena during the 2026 Homegrown Music Festival. A chicken is the mascot of the festival.

Clint Austin / Duluth Media Group file photo

“The last board meeting that we had prior to the (co-directors’) resignations was intended to be an overview of the festival that was a month before,” Ness said. “I certainly felt very uncomfortable with how little financial information we were receiving.”

Lunt also joined the board in 2025, marking his first time serving in that capacity. He said the new board has been spending significant time addressing the accounting and reporting issues.

“Every year at Homegrown time I’m like, ‘I should get more involved,’ and then I don’t,” Lunt said. “Then this board thing came up, and it was kind of sold to me as, like, four meetings a year. I was like, ‘Oh, that’s perfect.’ And now we’re meeting weekly.”

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Figures in gorilla and chicken suits dance on pavement on a sunny day, with an audience of children and adults looking on.
Guy the Gorilla dances with the Homegrown chicken at Homegrown’s Children’s Music Showcase at the Great Lakes Aquarium in Duluth in 2018.

Clint Austin / Duluth Media Group file photo

Although it’s unclear how the organization’s finances will look when the accounting and reporting issues have been fully addressed, along with any outstanding tax liabilities, both Ness and Lunt said they are confident the annual festival will continue without interruption.

“The organization will continue,” Ness said. “The festival will continue. Homegrown is in no danger in terms of its viability.” The financial documentation Ness initially received indicated budgeted revenues of about $140,000, against about $130,000 in expenses.

“Financially, I think we’re in a great spot. We have the money to hire the (financial) professionals, and we have (done so),” Lunt said. “We were hoping that we could get all this sorted out before it had to become more public.”

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“We poured countless hours into this festival, and this is how it ends, with everyone talking about this,” Jezierski said. “It’s rough.”

“There’s a DIY ethos that is really at the core of Homegrown,” reflected Ness. “We’re throwing a music festival that isn’t waiting for some famous band from the East Coast to bless us with their presence. We are doing this on our own.”

music performances in arena during festival
Kaylee Matuszak, left, and Steve Solkela perform as Berserk Blondes at Amsoil Arena during the 2026 Duluth Homegrown Music Festival.

Clint Austin / Duluth Media Group file photo

That DIY spirit also means “you’re kind of passing wisdom down from person to person, and sometimes that’s imperfect.” Ness continued. “The ways that we do things evolve over time, because it’s not a buttoned-down corporate sort of thing. That can create its own set of challenges.”

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“It’s self-supporting,” said Lunt about the festival. “It’s widely volunteer-run. You do need to pay a couple people, obviously, to keep track of some things, but it’s going to be strong into the future. It’s gone through its bumps before.”

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Finance

LUMIQ Raises Strategic Funding to Become the AI Decision Layer for Financial Services

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LUMIQ Raises Strategic Funding to Become the AI Decision Layer for Financial Services

While most AI in financial services remains advisory, LUMIQ has built the layer that owns the decision — autonomous, auditable AI agents making regulated calls in production at leading banks, insurers, and capital markets firms. Today, LUMIQ serves clients across India, the United States, and Southeast Asia — leading institutions across insurance, banking, and capital markets.

NEW YORK and SINGAPORE, June 19, 2026 /PRNewswire/ — LUMIQ, an AI-native financial services company, today announced a strategic funding round to scale auto-decisioning for financial institutions across the United States and Southeast Asia. The round was led by Bajaj Finserv, one of India’s largest and most diversified financial services groups, with participation from existing investor Info Edge Ventures.

LUMIQ raises Strategic Funding to become AI decision layer for financial services

Right now, thousands of customers are waiting for a policy to be issued, a loan to be disbursed, a claim to be adjudicated, because somewhere an FSI employee is drowning in decisions, held back by the risk of getting it wrong. Today, when e-commerce delivers the same day, banks and insurers still decide in weeks. We built LiteCone to take that burden: AI decides the routine cases, completely and accountably, so humans spend their judgment on the one case that actually needs it. This round lets us bring that to every financial institution in the markets that matter most.
Shoaib Mohammad, Co-founder and CEO, LUMIQ

From AI that assists to AI that decides

For decades, financial institutions have bought technology that made their people faster — faster data, faster scoring, faster copilots. The decision still landed on a human. LUMIQ is changing that. Through its LiteCone platform, the company deploys AI agents that read the file, apply the institution’s own guidelines, and reach the decision end to end — escalating only the cases that genuinely require human judgment. The output is not a recommendation. It is a decision, with full reasoning attached, cross-referenced to policy, and defensible under audit.

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The results in production speak clearly. At a leading life insurer, LUMIQ’s LEO agent decides 75–80% of underwriting cases with zero human touch, reduced policy issuance cost by roughly 25%, and compressed turnaround from days to under eight minutes — running 24×7 with complete auditability. Across its client base spanning insurance, banking, and capital markets in India, the US, and Southeast Asia, LUMIQ now processes millions of decisions annually.

LiteCone turns a real financial-services role into a working AI agent in weeks. Every agent we deploy is consistent, explainable, compliant, and auditable by design — not as an afterthought. This capital lets us go deeper on the platform and broader across roles. And through our cloud and AI lab partnerships, institutions will increasingly find LiteCone already embedded in the platforms they run today.
Vaibhav Dobriyal, Co-founder and Chief Product Officer, LUMIQ

This round funds four priorities: expanding go-to-market in the US and Southeast Asia; deepening LiteCone’s decisioning capabilities; extending the agent workforce across more financial-services roles; and building a partnership ecosystem with cloud hyperscalers, AI labs, and core banking and insurance platforms so LiteCone is embedded where institutions already run.

LUMIQ’s investors backed the round for the same reason its customers adopt LiteCone: agents already deciding in production, with auditability and control built in.

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As a financial-services group, we know how much rests on getting regulated decisions right, at speed and at scale. LUMIQ has built AI agents that decide in production with auditability and control built in, the capability the industry has been moving toward. We are proud to lead this round and to support the team’s expansion across the US and Southeast Asia.
Lakshmi Iyer, Group President – Investments & CEO, Bajaj Alternates

Our conviction is grounded in what LUMIQ has already built. Their AI agents aren’t just built for the future. They are operating in production today, at speed. This combination is rare, and its value will only compound as the company scales globally.
Girish Jhunjhunwala, Fund Manager – PE and VC Investments, Bajaj Alternates

Financial services is one of the hardest categories to crack — regulated, risk-averse, and unforgiving of hype. LUMIQ has put agentic AI into live financial-services workflows and earned the trust of large institutions across the US, Southeast Asia and India. That is how a category-defining company in financial-services AI gets built, and we are proud to keep backing the team as they scale globally.
Kitty Agarwal, Partner, Info Edge Ventures

LUMIQ’s goal is to lead one category: auto-decisioning at production scale for financial services. Agents that act, not assist, and never compromise audit, compliance, or predictability.

About LUMIQ
LUMIQ is an AI-native financial services company. Through its LiteCone platform and a growing workforce of production AI agents, LUMIQ turns real financial-services roles — insurance underwriter, credit underwriter, claims adjudicator — into agents that are consistent, explainable, compliant, and auditable. The company pairs deep domain expertise across banking, insurance, and capital markets with frontier AI. LUMIQ employs over 350 AI and data specialists, and has offices in New Jersey, Singapore, and Delhi NCR (India).

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Web: www.lumiq.ai

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View original content:https://www.prnewswire.com/apac/news-releases/lumiq-raises-strategic-funding-to-become-the-ai-decision-layer-for-financial-services-302805280.html

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Finance

Consumer confidence plunges among younger adults

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Consumer confidence plunges among younger adults

Consumer confidence has plunged among traditionally optimistic younger adults amid fears for their personal finances and the wider economy, figures show.

GfK’s long-running Consumer Confidence Index remained unchanged at an overall score of minus 23 in June.

However, the analyst said this was was “misleading as, beneath the surface, there are new signs that confidence is weakening”.

Source: GfK

Neil Bellamy, consumer insights director at GfK, said: “The biggest fall this month is among those aged 16 to 29, traditionally one of the most optimistic groups.

“Here confidence has dropped 11 points over the past month to minus two, the lowest level seen for two years, driven by large falls in views on both their own personal finances and the wider economy.

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“More broadly, there are now no demographic groups with a positive confidence score, including higher-income households earning £50,000 or more, who have slipped back into negative territory as of June.

“Confidence remains subdued and vulnerable to further economic or political uncertainty.”

Sourve: GfK
Sourve: GfK

Overall, confidence in personal finances over the coming year remained flat at minus two, four points lower than this time last year.

The measures of both personal finances and the economy over the previous 12 months were both slightly down, by two points and three points respectively, “reflecting the sense that things have been extremely tough over the last year for so many”, GfK said.

The only measure to increase was expectations for the wider economy over the next 12 months, up two points to minus 36 but still eight points below this time last year.

The major purchase index, an indicator of confidence in buying big ticket items, remained at minus 20, four points lower than June last year.

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