Schwab issues $1B and $1.25B senior notes

Schwab issues $1B and $1.25B senior notes

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What new debt did The Charles Schwab Corporation (SCHW) issue in May 2026?

How much cash did SCHW receive from its May 2026 senior notes offering?

What are the interest rates and maturities on SCHW’s new senior notes?

Under what regulatory framework did SCHW offer these senior notes?

Who underwrote The Charles Schwab Corporation’s May 2026 senior notes?

What key legal documents govern SCHW’s newly issued senior notes?

The Charles Schwab Corporation issued new senior debt to institutional investors.

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8-K

The Charles Schwab Corporation issued new senior debt to institutional investors. The company sold $1,000,000,000 aggregate principal amount of 4.744% fixed-to-floating rate senior notes due 2030 and $1,250,000,000 aggregate principal amount of 5.493% fixed-to-floating rate senior notes due 2037.

Net proceeds from the offering were approximately $2,236 million after underwriting discounts and estimated expenses. The notes were issued under an existing senior indenture, as supplemented on May 21, 2026, and the transaction was conducted under Schwab’s effective shelf registration on Form S-3.

Schwab raises $2.236B in senior notes, extending its debt maturity profile.

The Charles Schwab Corporation issued two tranches of fixed-to-floating rate senior notes: $1,000,000,000 due 2030 at 4.744% and $1,250,000,000 due 2037 at 5.493%. These instruments rank as senior unsecured obligations under the existing senior indenture.

The company realized approximately $2,236 million in net proceeds after underwriting discounts and expenses. This strengthens its funding base and staggers maturities into 2030 and 2037, though the filing does not detail specific uses of proceeds or refinancing targets.

The notes were issued off an effective Form S-3 shelf using a prospectus dated December 1, 2023 and a supplement dated May 18, 2026. Subsequent filings may provide more clarity on how this additional senior debt fits into overall leverage and capital management.

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Senior notes due 2030: $1,000,000,000 principal, 4.744% Senior notes due 2037: $1,250,000,000 principal, 5.493% Net proceeds: $2,236 million +2 more

5 metrics

Senior notes due 2030 $1,000,000,000 principal, 4.744% Fixed-to-floating rate senior notes due 2030

Senior notes due 2037 $1,250,000,000 principal, 5.493% Fixed-to-floating rate senior notes due 2037

Net proceeds $2,236 million Net proceeds after underwriting discounts and expenses

Base prospectus date December 1, 2023 Prospectus under Form S-3 shelf registration

Second Supplemental Indenture May 21, 2026 Supplement governing the new senior notes

Fixed-to-Floating Rate Senior Notes, Senior Indenture, Second Supplemental Indenture, prospectus supplement, +1 more

5 terms

Fixed-to-Floating Rate Senior Notes financial

"4.744% Fixed-to-Floating Rate Senior Notes due 2030 and 5.493% Fixed-to-Floating Rate Senior Notes due 2037"

A fixed-to-floating rate senior note is a debt security that pays interest at a set rate for an initial period and then switches to a variable rate linked to a market benchmark; “senior” means it has higher priority than other debt if the issuer faces trouble. For investors it matters because the switch changes income predictability and exposure to interest-rate swings, while senior status affects the relative safety and recovery prospects of the investment—think of it as a loan that starts with a steady paycheck and later becomes tied to the economy’s pulse.

Senior Indenture regulatory

"The Notes were issued under the Senior Indenture, dated as of November 14, 2025"

Second Supplemental Indenture regulatory

"as supplemented by the Second Supplemental Indenture, dated as of May 21, 2026"

prospectus supplement regulatory

"The offering was made pursuant to the prospectus supplement dated as of May 18, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

registration statement on Form S-3 regulatory

"filed with the Securities and Exchange Commission pursuant to CSC’s effective registration statement on Form S-3"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

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The Charles Schwab Corporation issued two senior note tranches: $1,000,000,000 of 4.744% fixed-to-floating rate notes due 2030 and $1,250,000,000 of 5.493% fixed-to-floating rate notes due 2037, expanding its long-term unsecured funding.

Schwab received approximately $2,236 million in net proceeds. This amount reflects total principal from the two senior note tranches, less underwriting discounts, commissions, and estimated offering expenses paid as part of the transaction.

The company’s new senior notes carry fixed-to-floating coupons of 4.744% due 2030 and 5.493% due 2037. Both series are senior unsecured obligations issued under Schwab’s existing senior indenture structure with The Bank of New York Mellon Trust Company as trustee.

Schwab offered the notes under an effective shelf registration statement on Form S-3. The sale used a base prospectus dated December 1, 2023, and a prospectus supplement dated May 18, 2026, allowing the company to access capital markets efficiently.

BofA Securities, Citigroup Global Markets, Goldman Sachs & Co. LLC, J.P. Morgan Securities, and Wells Fargo Securities acted as representatives of the underwriters. They purchased the notes from Schwab under an underwriting agreement dated May 18, 2026.

The notes are governed by a senior indenture dated November 14, 2025, and a Second Supplemental Indenture dated May 21, 2026. Forms of each note series and a legal validity opinion are filed as exhibits to the current report.

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Accepted by SEC EDGAR 05/21/2026 - 04:38 PM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 21, 2026 (May 18, 2026)

The Charles Schwab Corporation

(Exact name of registrant as specified in its charter)

Commission File Number: 1-9700

Delaware

94-3025021

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

3000 Schwab Way, Westlake, TX 76262

(Address of principal executive offices, including zip code)

(817) 859-5000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock - $.01 par value per share	SCHW	New York Stock Exchange
Depositary Shares, each representing a 1/40th ownership interest in a share of 5.95% Non- Cumulative Preferred Stock, Series D	SCHW PrD	New York Stock Exchange
Depositary Shares, each representing a 1/40th ownership interest in a share of 4.450% Non- Cumulative Preferred Stock, Series J	SCHW PrJ	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 8.01

Other Events

On May 21, 2026, The Charles Schwab Corporation (“CSC”) issued $1,000,000,000 aggregate principal amount of 4.744% Fixed-to-Floating Rate Senior Notes due 2030 and $1,250,000,000 aggregate principal amount of 5.493% Fixed-to-Floating Rate Senior Notes due 2037 (collectively, the “Notes”). The net proceeds of the offering of the Notes were approximately $2,236 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 Second Supplemental Indenture, dated as of May 21, 2026. The offering was made pursuant to the prospectus supplement dated as of May 18, 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 May 18, 2026, CSC entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities 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 Second Supplemental Indenture, (d) the form of 4.744% Fixed-to-Floating Rate Senior Notes due 2030, (e) the form of 5.493% Fixed-to-Floating Rate Senior Notes due 2037 and (f) a validity opinion with respect to the Notes are attached as Exhibits 1.1, 4.1, 4.2, 4.3, 4.4 and 5.1, respectively, to this Current Report on Form 8-K and are incorporated by reference into the Registration Statement.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits


1.1		Underwriting Agreement, dated May 18, 2026, by and among CSC and BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as the representatives of the several underwriters named therein.

4.1		Senior Indenture, dated as of November 14, 2025, by and between CSC and The Bank of New York Mellon Trust Company, N.A., as Trustee, filed as Exhibit 4.1 to the Registrant’s Form 8-K dated November 14, 2025, and incorporated herein by reference.

4.2		Second Supplemental Indenture, dated as of May 21, 2026, by and between CSC and The Bank of New York Mellon Trust Company, N.A., as Trustee.

4.3		Form of 4.744% Fixed-to-Floating Rate Senior Notes due 2030 (included in Exhibit 4.2).

4.4		Form of 5.493% Fixed-to-Floating Rate Senior Notes due 2037 (included in Exhibit 4.2).

5.1		Opinion of Wachtell, Lipton, Rosen & Katz, dated May 21, 2026.

23.1		Consent of Wachtell, Lipton, Rosen & Katz, dated May 21, 2026 (included in Exhibit 5.1).

104		Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Certain portions of Exhibit 1.1 have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is (i) not material and (ii) the type that the registrant treats as private or confidential. Information that has been omitted has been noted in this document with a placeholder identified by the mark “[Intentionally Omitted]”.

Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Source: View Original Filing on SEC EDGAR

7 documents

THE CHARLES SCHWAB CORPORATION

Date: May 21, 2026

/s/ Michael Verdeschi

Michael Verdeschi

Managing Director and Chief Financial Officer