Charles Schwab nets about $2.98B from notes offering

Available on EDGAR 11/12/2026 - 04:53 PM EST Accepted by SEC EDGAR 11/12/2026 - 04:52 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

The Charles Schwab Corporation (SCHW) issued three series of senior notes on November 12, 2026: $300 million of floating-rate notes due 2030, $1.3 billion of 5.334% fixed-to-floating rate senior notes due 2030, and $1.4 billion of 5.732% fixed-to-floating rate senior notes due 2034.

Net proceeds were approximately $2.982 billion after underwriting discounts and commissions and estimated offering expenses. The offering was made under a prospectus supplement dated November 9, 2026, and an accompanying prospectus dated December 1, 2023, pursuant to an effective Form S-3 registration statement. Citigroup Global Markets, Goldman Sachs, J.P. Morgan Securities, TD Securities (USA), and Wells Fargo Securities were representatives of the underwriters under an agreement dated November 9, 2026.

8-K Event Classification

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.

Key Figures

Floating-rate notes principal: $300 million 5.334% fixed-to-floating rate notes principal: $1.3 billion 5.732% fixed-to-floating rate notes principal: $1.4 billion +3 more

6 metrics

Floating-rate notes principal $300 million Senior notes due 2030, issued November 12, 2026

5.334% fixed-to-floating rate notes principal $1.3 billion Senior notes due 2030, issued November 12, 2026

5.732% fixed-to-floating rate notes principal $1.4 billion Senior notes due 2034, issued November 12, 2026

Net proceeds Approximately $2.982 billion After underwriting discounts and commissions and estimated offering expenses

Interest rate 5.334% Fixed-to-floating rate senior notes due 2030

Interest rate 5.732% Fixed-to-floating rate senior notes due 2034

Key Terms

Floating Rate Notes, Fixed-to-Floating Rate Senior Notes, Senior Indenture, Fifth Supplemental Indenture, +1 more

5 terms

Floating Rate Notes financial

"Floating Rate Notes due 2030"

Floating rate notes are debt securities that pay interest that adjusts periodically based on a short-term interest benchmark (for example, LIBOR or SOFR), so the cash interest you receive goes up or down with market rates. For investors they act like an adjustable-rate loan: they help protect income when overall interest rates rise and generally lose less value than fixed-rate bonds when rates move, making them useful for managing interest-rate risk.

Fixed-to-Floating Rate Senior Notes financial

"5.334% Fixed-to-Floating Rate Senior Notes due 2030"

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 technical

"issued under the Senior Indenture"

Fifth Supplemental Indenture technical

"Fifth Supplemental Indenture, dated as of November 12, 2026"

prospectus supplement regulatory

"prospectus supplement dated as of November 9, 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did SCHW receive from its November 2026 notes offering?

SCHW reported approximately $2.982 billion in net proceeds after deducting underwriting discounts and commissions and estimated offering expenses.

What are the interest rates and maturities of SCHW's new notes?

The $300 million floating-rate notes are due 2030; the $1.3 billion 5.334% fixed-to-floating rate senior notes are due 2030; and the $1.4 billion 5.732% fixed-to-floating rate senior notes are due 2034.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SCHWAB CHARLES CORP false 0000316709 0000316709 2026-11-09 2026-11-09 0000316709 us-gaap:CommonStockMember 2026-11-09 2026-11-09 0000316709 us-gaap:SeriesDPreferredStockMember 2026-11-09 2026-11-09 0000316709 schw:SeriesJPreferredStockMember 2026-11-09 2026-11-09

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): November 12, 2026 (November 9, 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
				Texas 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 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.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

1.1		Underwriting Agreement, dated November 9, 2026, by and among CSC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, TD Securities (USA) 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		Fifth Supplemental Indenture, dated as of November 12, 2026, by and between CSC and The Bank of New York Mellon Trust Company, N.A., as Trustee.
4.3		Form of Floating Rate Senior Notes due 2030 (included in Exhibit 4.2).
4.4		Form of 5.334% Fixed-to-Floating Rate Senior Notes due 2030 (included in Exhibit 4.2).
4.5		Form of 5.732% Fixed-to-Floating Rate Senior Notes due 2034 (included in Exhibit 4.2).
5.1		Opinion of Wachtell, Lipton, Rosen & Katz, dated November 12, 2026.
23.1		Consent of Wachtell, Lipton, Rosen & Katz, dated November 12, 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.

				THE CHARLES SCHWAB CORPORATION
Date: November 12, 2026				By:		/s/ Michael Verdeschi
						Michael Verdeschi
						Managing Director and Chief Financial Officer

Filing Exhibits & Attachments

7 documents

Other Documents

• EX-1.1 EX-1.1 201.4 KB
• EX-4.2 EX-4.2 213.1 KB
• EX-5.1 EX-5.1 19.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.2 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 13.9 KB