Charles Schwab (SCHW) prices $2.6B fixed-to-floating senior notes due 2032 and 2037
Rhea-AI Filing Summary
The Charles Schwab Corporation issued two tranches of senior debt on August 12, 2026: $1,250,000,000 aggregate principal amount of 5.108% Fixed-to-Floating Rate Senior Notes due 2032 and $1,350,000,000 aggregate principal amount of 5.655% Fixed-to-Floating Rate Senior Notes due 2037. The net proceeds were approximately $2,582 million after underwriting discounts, commissions and estimated expenses. The notes were issued under a Senior Indenture dated November 14, 2025, as supplemented by a Fourth Supplemental Indenture dated August 12, 2026, and were offered under an effective shelf Registration Statement on Form S-3 using an August 10, 2026 prospectus supplement. CSC sold the notes to a syndicate of underwriters led by BofA Securities, Citigroup, Morgan Stanley, TD Securities (USA) and Wells Fargo Securities.
Positive
- None.
Negative
- None.
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, and exhibit attachments filed with this report.
Key Figures
2032 Notes principal: $1,250,000,000
2037 Notes principal: $1,350,000,000
2032 Notes coupon: 5.108%
+5 more
8 metrics
2032 Notes principal
$1,250,000,000
Aggregate principal amount of 5.108% Fixed-to-Floating Rate Senior Notes due 2032
2037 Notes principal
$1,350,000,000
Aggregate principal amount of 5.655% Fixed-to-Floating Rate Senior Notes due 2037
2032 Notes coupon
5.108%
Fixed-to-Floating Rate Senior Notes due 2032
2037 Notes coupon
5.655%
Fixed-to-Floating Rate Senior Notes due 2037
Net proceeds
approximately $2,582 million
Net of underwriting discounts, commissions and estimated offering expenses
Registration Statement file number
333-275858
Effective Form S-3 Registration Statement used for the offering
Senior Indenture date
November 14, 2025
Date of Senior Indenture governing the notes
Fourth Supplemental Indenture date
August 12, 2026
Supplemental Indenture under which the notes were issued
Key Terms
Fixed-to-Floating Rate Senior Notes, Senior Indenture, prospectus supplement, Registration Statement on Form S-3, +2 more
6 terms
Fixed-to-Floating Rate Senior Notes financial
"5.108% Fixed-to-Floating Rate Senior Notes due 2032"
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 financial
"The Notes were issued under the Senior Indenture, dated as of November 14, 2025"
prospectus supplement regulatory
"The offering was made pursuant to the prospectus supplement dated as of August 10, 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.
Underwriting Agreement financial
"CSC entered into an Underwriting Agreement with BofA Securities, Inc., Citigroup Global Markets Inc."
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
validity opinion regulatory
"a validity opinion with respect to the Notes are attached as Exhibits 1.1, 4.1, 4.2"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What new debt did The Charles Schwab Corporation (SCHW) issue in August 2026?
The company issued $1,250,000,000 of 5.108% Fixed-to-Floating Rate Senior Notes due 2032 and $1,350,000,000 of 5.655% Fixed-to-Floating Rate Senior Notes due 2037 on August 12, 2026.
How much cash did SCHW raise from the August 2026 senior notes?
The offering generated net proceeds of approximately $2,582 million after underwriting discounts, commissions, and estimated offering expenses, providing substantial additional funding to The Charles Schwab Corporation.
What are the interest rates and maturities of SCHW’s new senior notes?
The Charles Schwab Corporation’s new notes include 5.108% Fixed-to-Floating Rate Senior Notes maturing in 2032 and 5.655% Fixed-to-Floating Rate Senior Notes maturing in 2037.
Under what legal framework were SCHW’s 2026 senior notes issued?
The notes were issued under a Senior Indenture dated November 14, 2025, as supplemented on August 12, 2026, and offered under an effective Form S-3 Registration Statement with an August 10, 2026 prospectus supplement.
Who underwrote The Charles Schwab Corporation (SCHW) August 2026 notes offering?
The notes were sold under an Underwriting Agreement with BofA Securities, Citigroup Global Markets, Morgan Stanley & Co., TD Securities (USA), and Wells Fargo Securities as representatives of the several underwriters.
What key legal opinions and agreements support SCHW’s new senior notes?
Key documents include the Underwriting Agreement, the Senior Indenture, the Fourth Supplemental Indenture, the forms of the notes, and a validity opinion and consent from Wachtell, Lipton, Rosen & Katz.