Charles Schwab completes $2B fixed-to-float senior note sale

Rhea-AI Filing Summary

The Charles Schwab Corporation issued two tranches of senior unsecured debt, raising $2,000,000,000 in aggregate principal. The offering comprised $1,000,000,000 of 4.343% Fixed-to-Floating Rate Senior Notes due 2031 and $1,000,000,000 of 4.914% Fixed-to-Floating Rate Senior Notes due 2036. Net proceeds were approximately $1,986,000,000 after underwriting discounts and estimated expenses.

The Notes were issued under a new Senior Indenture and First Supplemental Indenture with The Bank of New York Mellon Trust Company, N.A. as trustee, and sold to underwriters led by BofA Securities, Citigroup, Goldman Sachs, J.P. Morgan, Morgan Stanley, and Wells Fargo pursuant to an effective S-3 shelf.

Insights

Credit markets analyst

$2B senior notes add term funding at fixed-to-float coupons.

Schwab placed two senior note tranches totaling $2,000,000,000, with coupons of 4.343% (due 2031) and 4.914% (due 2036). The company reports net proceeds of $1,986,000,000, indicating standard issuance costs and broad distribution via major underwriters.

These fixed-to-floating structures lock near-term fixed coupons with later reset features, which can align interest expense with future rate environments. Proceeds enhance term liquidity; specific uses were not detailed in the excerpt.

Key items are the stated coupons, maturities, and shelf registration mechanics. Actual balance-sheet impact will depend on allocation of proceeds and future rate resets outlined in the supplemental indenture.

SCHWAB CHARLES CORP false 0000316709 0000316709 2025-11-14 2025-11-14 0000316709 us-gaap:CommonStockMember 2025-11-14 2025-11-14 0000316709 us-gaap:SeriesDPreferredStockMember 2025-11-14 2025-11-14 0000316709 schw:SeriesJPreferredStockMember 2025-11-14 2025-11-14

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 14, 2025

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 November 14, 2025, The Charles Schwab Corporation (“CSC”) issued $1,000,000,000 aggregate principal amount of 4.343% Fixed-to-Floating Rate Senior Notes due 2031 and $1,000,000,000 aggregate principal amount of 4.914% Fixed-to-Floating Rate Senior Notes due 2036 (collectively, the “Notes”). The net proceeds of the offering of the Notes were approximately $1,986,000,000, 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 (the “Senior Indenture”), as supplemented by the First Supplemental Indenture, dated as of November 14, 2025 (the “First Supplemental Indenture”). The offering was made pursuant to the prospectus supplement dated November 12, 2025, 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 12, 2025, 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, Morgan Stanley & Co. 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 First Supplemental Indenture, (d) the form of 4.343% Fixed-to-Floating Rate Senior Notes due 2031, (e) the form of 4.914% Fixed-to-Floating Rate Senior Notes due 2036, 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 November 12, 2025, by and among CSC and BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. 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.
4.2		First Supplemental Indenture, dated as of November 14, 2025, by and between CSC and The Bank of New York Mellon Trust Company, N.A., as Trustee.
4.3		Form of 4.343% Fixed-to-Floating Rate Senior Notes due 2031 (included in Exhibit 4.2).
4.4		Form of 4.914% Fixed-to-Floating Rate Senior Notes due 2036 (included in Exhibit 4.2).
5.1		Opinion of Wachtell, Lipton, Rosen & Katz, dated November 14, 2025.
23.1		Consent of Wachtell, Lipton, Rosen & Katz, dated November 14, 2025 (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 14, 2025				By:		/s/ Michael Verdeschi
						Michael Verdeschi
						Managing Director and Chief Financial Officer of The Charles Schwab Corporation

FAQ

What did SCHW announce in this 8-K?

The company issued $1,000,000,000 of 4.343% senior notes due 2031 and $1,000,000,000 of 4.914% senior notes due 2036.

How much net cash did Charles Schwab receive from the offering?

Net proceeds were approximately $1,986,000,000 after underwriting discounts and estimated expenses.

What are the interest terms on SCHW’s new notes?

Both are fixed-to-floating rate senior notes: 4.343% due 2031 and 4.914% due 2036.

Under what documents were the notes issued?

They were issued under a Senior Indenture and a First Supplemental Indenture with The Bank of New York Mellon Trust Company, N.A. as trustee.

Which banks underwrote the SCHW note offering?

BofA Securities, Citigroup, Goldman Sachs, J.P. Morgan, Morgan Stanley, and Wells Fargo acted as representatives of the underwriters.

What registration statement covered the offering?

The notes were offered under an effective Form S-3 shelf, File No. 333-275858.