Discover Financial Services would pay Capital One Financial in McLean, Va., a nearly $1.4 billion if it opts to sell to someone else.
There would be no termination fee if the $35.3 billion deal is stymied by regulators, according to a copy of the merger agreement included in a recent regulatory filing.
Capital One and Discover are both subject to the fee if their boards change their recommendations for the deal.
The companies expect to complete the deal in late 2024 or early 2025.