The Charles Schwab Corporation

11/12/2026 | Press release | Distributed by Public on 11/12/2026 15:53

Material Event (Form 8-K)

Item 8.01

Other Events

On November 12, 2026, The Charles Schwab Corporation ("CSC") issued $300,000,000 aggregate principal amount of Floating Rate Notes due 2030 (the "Floating Rate Notes"), $1,300,000,000 aggregate principal amount of 5.334% Fixed-to-Floating Rate Senior Notes due 2030 (the "2030 Notes") and $1,400,000,000 aggregate principal amount of 5.732% Fixed-to-Floating Rate Senior Notes due 2034 (the "2034 Notes" and, together with the Floating Rate Notes and the 2030 Notes, the "Notes"). The net proceeds of the offering of the Notes were approximately $2,982 million after deducting underwriting discounts and commissions and estimated offering expenses.

The Notes were issued under the Senior Indenture, dated as of November 14, 2025, between CSC and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by the Fifth Supplemental Indenture, dated as of November 12, 2026. The offering was made pursuant to the prospectus supplement dated as of November 9, 2026, and the accompanying prospectus dated December 1, 2023, filed with the Securities and Exchange Commission pursuant to CSC's effective registration statement on Form S-3 (File No. 333-275858) (the "Registration Statement").

On November 9, 2026, CSC entered into an Underwriting Agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (collectively, the "Underwriters"), pursuant to which CSC agreed to issue and sell the Notes to the Underwriters.

Copies of (a) the Underwriting Agreement, (b) the Senior Indenture, (c) the Fifth Supplemental Indenture, (d) the form of Floating Rate Senior Notes due 2030, (e) the form of 5.334% Fixed-to-Floating Rate Senior Notes due 2030, (f) the form of 5.732% Fixed-to-Floating Rate Senior Notes due 2034 and (g) a validity opinion with respect to the Notes are attached as Exhibits 1.1, 4.1, 4.2, 4.3, 4.4, 4.5 and 5.1, respectively, to this Current Report on Form 8-K and are incorporated by reference into the Registration Statement.

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