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Schwab (NYSE: SCHW) sells $1B 4.603% senior notes due 2029

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

The Charles Schwab Corporation reported that it issued $1,000,000,000 aggregate principal amount of 4.603% fixed-to-floating rate senior notes due 2029. The notes were sold under an existing shelf registration and related prospectus materials.

Schwab received approximately $995.5 million in net proceeds after underwriting discounts, commissions and estimated offering expenses. The notes were issued under a senior indenture dated November 14, 2025, as supplemented on June 29, 2026, and sold to underwriters led by Citigroup and Goldman Sachs.

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Insights

Schwab raises $1B in 2029 senior notes under existing shelf registration.

The Charles Schwab Corporation issued $1,000,000,000 of 4.603% Fixed-to-Floating Rate Senior Notes due 2029, generating net proceeds of about $995.5 million. The notes were sold via an underwriting syndicate led by Citigroup and Goldman Sachs.

The securities are issued under a pre-existing Senior Indenture from November 14, 2025, supplemented on June 29, 2026. Issuing through an already effective Form S-3 shelf streamlines access to capital markets and reflects standard funding practice for a large financial institution.

Key details such as interest structure (fixed-to-floating), maturity in 2029, and governing indenture documents are all attached as exhibits. Subsequent disclosures in future company filings may describe how these proceeds fit into Schwab’s broader funding and capital plans.

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.
Senior notes principal $1,000,000,000 Aggregate principal amount of 4.603% Fixed-to-Floating Rate Senior Notes due 2029
Net proceeds $995.5 million Net proceeds after underwriting discounts, commissions and estimated expenses
Coupon rate 4.603% Initial fixed rate on Fixed-to-Floating Rate Senior Notes due 2029
Registration statement Form S-3 File No. 333-275858 Effective shelf registration used for this notes offering
Senior Indenture date November 14, 2025 Date of base Senior Indenture with The Bank of New York Mellon Trust Company, N.A.
Third Supplemental Indenture date June 29, 2026 Supplemental indenture establishing terms of the 2029 notes
Prospectus supplement date June 25, 2026 Dated date of prospectus supplement for the note offering
Fixed-to-Floating Rate Senior Notes financial
"4.603% Fixed-to-Floating Rate Senior Notes due 2029 (the “Notes”)."
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,"
Third Supplemental Indenture regulatory
"as supplemented by the Third Supplemental Indenture, dated as of June 29, 2026."
prospectus supplement financial
"The offering was made pursuant to the prospectus supplement dated as of June 25, 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.
Rule 601(b)(10) of Regulation S-K regulatory
"Certain portions of Exhibit 1.1 have been omitted pursuant to Rule 601(b)(10) of Regulation S-K."
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SCHWAB CHARLES CORP false 0000316709 0000316709 2026-06-25 2026-06-25 0000316709 us-gaap:CommonStockMember 2026-06-25 2026-06-25 0000316709 us-gaap:SeriesDPreferredStockMember 2026-06-25 2026-06-25 0000316709 schw:SeriesJPreferredStockMember 2026-06-25 2026-06-25
 
 

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): June 29, 2026 (June 25, 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 June 25, 2026, The Charles Schwab Corporation (“CSC”) issued $1,000,000,000 aggregate principal amount of 4.603% Fixed-to-Floating Rate Senior Notes due 2029 (the “Notes”). The net proceeds of the offering of the Notes were approximately $995.5 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 Third Supplemental Indenture, dated as of June 29, 2026. The offering was made pursuant to the prospectus supplement dated as of June 25, 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 June 25, 2026, CSC entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and Goldman Sachs & Co. 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 Third Supplemental Indenture, (d) the form of 4.603% Fixed-to-Floating Rate Senior Notes due 2029 and (e) a validity opinion with respect to the Notes are attached as Exhibits 1.1, 4.1, 4.2, 4.3 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 June 25, 2026, by and among CSC, Citigroup Global Markets Inc. and Goldman Sachs & Co. 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    Third Supplemental Indenture, dated as of June 29, 2026, by and between CSC and The Bank of New York Mellon Trust Company, N.A., as Trustee.
 4.3    Form of 4.603% Fixed-to-Floating Rate Senior Notes due 2029 (included in Exhibit 4.2).
 5.1    Opinion of Wachtell, Lipton, Rosen & Katz, dated June 29, 2026.
23.1    Consent of Wachtell, Lipton, Rosen & Katz, dated June 29, 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: June 29, 2026     By:  

/s/ Michael Verdeschi

      Michael Verdeschi
      Managing Director and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What type of securities did The Charles Schwab Corporation (SCHW) issue in this 8-K?

Schwab issued $1,000,000,000 aggregate principal amount of 4.603% Fixed-to-Floating Rate Senior Notes due 2029. These senior unsecured notes were offered under an existing Form S-3 shelf registration using a prospectus dated December 1, 2023 and a prospectus supplement dated June 25, 2026.

How much cash did The Charles Schwab Corporation (SCHW) receive from the 2029 senior notes offering?

Schwab received approximately $995.5 million in net proceeds from the offering. This figure reflects the $1,000,000,000 principal amount of the notes, reduced by underwriting discounts, commissions and estimated offering expenses paid in connection with the transaction.

What is the interest structure and maturity of Schwab’s new 4.603% notes?

The notes are described as 4.603% Fixed-to-Floating Rate Senior Notes due 2029. They carry an initial fixed interest rate of 4.603% and then switch to a floating rate, with final maturity in 2029 as specified in the filed form of note.

Which underwriters handled The Charles Schwab Corporation’s 2029 senior notes offering?

Schwab entered into an Underwriting Agreement dated June 25, 2026 with Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC. They acted as representatives of the several underwriters that purchased the notes for resale to investors.

How were the new Schwab senior notes registered with the SEC?

The offering used Schwab’s effective Form S-3 registration statement (File No. 333-275858). A prospectus supplement dated June 25, 2026 and an accompanying base prospectus dated December 1, 2023 together provided the detailed offering terms to investors.

Filing Exhibits & Attachments

7 documents

Other Documents