Schwab removes Series I preferred from charter
The Charles Schwab Corporation filed a current report describing a charter clean-up step related to a retired preferred stock series.
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Form Type
8-K
Rhea-AI Filing Summary
The Charles Schwab Corporation filed a current report describing a charter clean-up step related to a retired preferred stock series. On June 1, 2026, the company filed a Certificate of Elimination in Delaware for its 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I.
This filing removes from Schwab’s Fifth Restated Certificate of Incorporation the specific terms previously set out in the Certificate of Designations for the Series I Preferred Stock. The Certificate of Elimination is attached as Exhibit 3.1 and incorporated by reference, formalizing that the Series I terms are no longer part of the charter.
8-K Event Classification
2 items: 5.03, 9.01
2 items
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Series I coupon rate: 4.000%
1 metrics
Series I coupon rate
4.000%
Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I
Key Terms
Certificate of Elimination, Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Certificate of Designations, Inline XBRL
4 terms
Certificate of Elimination regulatory
"filed a Certificate of Elimination with the Secretary of State of the State of Delaware"
An official document issued by a public health or regulatory authority stating that a particular disease, contaminant, or hazard has been removed or is no longer present at detectable levels within a defined area or system. For investors, it signals a reduced regulatory risk and potential reopening of economic activity—like a clearance certificate that lets a business or region return to normal operations, which can affect demand, costs, and market confidence.
Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock financial
"the Company’s 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I"
A fixed-rate reset non-cumulative perpetual preferred stock is a type of permanent equity that pays a set dividend for an initial period, then periodically resets that dividend to a new rate (usually tied to a market benchmark), has no maturity date, and does not accumulate unpaid dividends if the issuer skips payments. Think of it like a never-ending bond whose interest rate is fixed for a time then adjusted, but where missed payments are forgone rather than owed later. Investors care because it offers income with changing interest-rate exposure and higher risk than debt, including dependence on the issuer’s ability to pay and subordination behind creditors.
Certificate of Designations regulatory
"all matters set forth in the Certificate of Designations for the Series I Preferred Stock"
A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.
Inline XBRL technical
"cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did The Charles Schwab Corporation (SCHW) change in this 8-K filing?
The Charles Schwab Corporation filed a Certificate of Elimination for its 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I, removing all related terms from its Fifth Restated Certificate of Incorporation through the Delaware Secretary of State.
What is the Certificate of Elimination mentioned for SCHW’s Series I preferred stock?
The Certificate of Elimination is a Delaware filing that removes the charter provisions for Schwab’s 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I, effectively deleting the prior Certificate of Designations language from the company’s restated certificate of incorporation.
Which specific security is affected by Schwab’s June 1, 2026 action?
The action affects The Charles Schwab Corporation’s 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I. The filing eliminates the Series I preferred stock terms from Schwab’s Fifth Restated Certificate of Incorporation via a Certificate of Elimination filed in Delaware.
Where can investors find the Certificate of Elimination for SCHW’s Series I preferred?
The Certificate of Elimination for Schwab’s Series I preferred stock is included as Exhibit 3.1 to the current report. The 8-K states that this exhibit is incorporated by reference, making the full legal text available through the attached exhibit.
Does this SCHW 8-K affect other preferred stock series like Series D or J?
The 8-K specifically addresses only the 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I. Other listed securities, such as the Depositary Shares for Series D and Series J, are simply identified as registered under Section 12(b) and are not changed here.
Who signed The Charles Schwab Corporation’s June 1, 2026 8-K?
The report was signed on behalf of The Charles Schwab Corporation by Michael Verdeschi, Managing Director and Chief Financial Officer. His signature confirms the company has duly caused the report to be filed under the Securities Exchange Act of 1934.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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