Charles Schwab Insider Amendment: Direct vs Indirect Share Reclassification

Rhea-AI Filing Summary

Amendment to Form 4 for The Charles Schwab Corporation (SCHW)

Reporting person Paul V. Woolway (MD, Chief Banking Officer) filed an amended Form 4 correcting previously reported beneficial ownership following transactions dated 03/24/2025 (original filing 03/27/2025). The amendment reallocates 8,614 shares from direct to trust-held classification and discloses additional indirect holdings that were previously omitted.

• Direct holdings after amendment: 25,153 shares.
• Trust-held (indirect): 57,818.1078 shares.
• Other indirect holdings: 7,197 shares (ESPP), 1,138.624 shares (Son 1), 1,138.624 shares (Son 2).
• Derivatives: Table II shows no derivative securities reported.

The amendment is signed via attorney-in-fact on 08/05/2025. The filing corrects classification and disclosure errors but does not report any new transactions or derivative positions in this document.

Positive

• Correction of misreported holdings: amendment clarifies direct vs indirect ownership (8,614 shares reclassified).
• Disclosure of previously omitted indirect holdings: ESPP and family allocations (7,197; 1,138.624; 1,138.624) added.

Negative

• Original Form 4 misclassification reported 33,767 direct and 49,204.1078 trust-held instead of corrected amounts.
• Timing/lag: amendment signed on 08/05/2025 while original filing was dated 03/27/2025, indicating a multi-month correction interval.

Insights

Securities Analyst

TL;DR: Amendment corrects allocation between direct and indirect holdings; no new trades or derivatives reported, reducing disclosure ambiguity.

The amended Form 4 clarifies the allocation of shares held directly versus indirectly by Paul V. Woolway. The filing specifies that 8,614 shares previously reported as direct are trust-held and adds previously omitted indirect holdings (ESPP and family-designated shares). From an investor-disclosure perspective, this improves record accuracy. The document does not report any additional purchases, sales, or derivative instruments.

Corporate Governance Expert

TL;DR: The amendment fixes reporting errors, which is positive for governance, though the delay between filings merits note.

The amendment addresses misclassification and omission in the original Form 4, restoring alignment between reported and actual beneficial ownership categories. Accurate insider reporting is important for transparency; the correction reduces potential misunderstandings about direct control versus indirect holdings. The signature date (08/05/2025) indicates a multi-month interval from the original filing (03/27/2025), which governance reviewers may flag for timeliness.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Woolway Paul V

(Last) (First) (Middle)

3000 SCHWAB WAY

(Street)

WESTLAKE TX 76262

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SCHWAB CHARLES CORP [ SCHW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	MD, Chief Banking Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/27/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								25,153(1)	D
Common Stock								57,818.1078(1)	I	by Trust
Common Stock								7,197(1)	I	by ESPP
Common Stock								1,138.624(1)	I	by Son 1
Common Stock								1,138.624(1)	I	by Son 2

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On March 27, 2025, the reporting person filed a Form 4 reporting that, following certain transactions, he held 33,767 shares directly and 49,204.1078 through a trust. 8,614 shares reported as being held directly were actually held through a trust so the reporting person should have been reflected as having held 25,153 shares directly and 57,818.1078 through a trust. The original Form 4 also inadvertently excluded other indirect holdings.

	/s/ P. Blake Allen, Attorney-in-Fact	08/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the SCHW Form 4/A amend?

The amendment corrected the classification of 8,614 shares from direct to trust-held and disclosed additional indirect holdings omitted in the original filing.

How many shares does Paul V. Woolway hold directly after the amendment?

The Form 4/A reports 25,153 shares held directly.

How many shares are reported as trust-held or indirect after the amendment?

The filing reports 57,818.1078 shares held through a trust and additional indirect holdings of 7,197 (ESPP), 1,138.624 (Son 1), and 1,138.624 (Son 2).

When were the transaction and amendment filed?

Transaction date listed as 03/24/2025; original Form 4 filed 03/27/2025; amendment signed on 08/05/2025.

Does the amended filing report any derivative securities?

No. Table II for derivative securities contains no reported positions in this filing.