Schwab (NYSE: SCHW) CEO receives major option grant and PBRSU shares

Rhea-AI Filing Summary

SCHWAB CHARLES CORP President & CEO Richard A. Wurster reported equity compensation changes. He received a grant of 230,411 nonqualified stock options with an exercise right to buy common shares, which vest in four equal annual installments beginning on the first anniversary of the grant date.

He also acquired 62,140 shares of common stock at no cost upon vesting of performance-based restricted stock units tied to a three-year performance period ended December 31, 2025. To cover related tax withholding, the company withheld 22,879 shares of common stock at a price of $95.305 per share. Following these transactions, he held 196,450 shares of common stock directly and 4,334 shares indirectly through an employee stock purchase plan.

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

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Wurster Richard A

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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

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	03/01/2026		A(1)		62,140	A	$0	219,329	D
Common Stock	03/01/2026		F(2)		22,879	D	$95.305	196,450	D
Common Stock								4,334	I	by ESPP

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
Nonqualified Stock Option (right to buy)	$95.49	03/02/2026		A		230,411		(3)	03/02/2036	Common Stock	230,411	$0	230,411	D

Explanation of Responses:

1. Shares acquired on the vesting of performance-based restricted stock units ("PBRSUs") granted under the company's 2022 Stock Incentive Plan, reflecting the achievement by the reporting person of the performance goal over a three-year performance period ended December 31, 2025.

2. The company withheld shares of common stock from the reporting person to pay the tax withholding obligations related to the vesting of the PBRSUs.

3. The option was granted under the company's 2022 Stock Incentive Plan and vests in four equal annual installments beginning on the first anniversary of the grant date.

Remarks:

	/s/ P. Blake Allen, Attorney-in-fact	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did SCHW CEO Richard Wurster report on this Form 4 for SCHW?

Richard Wurster reported a grant of 230,411 nonqualified stock options and the vesting of 62,140 common shares from performance-based restricted stock units, all under the company’s 2022 Stock Incentive Plan tied to a three-year performance period.

How many Charles Schwab (SCHW) shares were withheld to cover taxes for the CEO?

The company withheld 22,879 shares of common stock from Richard Wurster at $95.305 per share to satisfy tax withholding obligations arising from the vesting of his performance-based restricted stock units under the 2022 Stock Incentive Plan.

What is Richard Wurster’s direct SCHW common stock ownership after these transactions?

After the reported transactions, Richard Wurster directly held 196,450 shares of SCHW common stock. This reflects the vesting of performance-based restricted stock units and the share withholding to cover associated tax obligations on the vested awards.

How do the new SCHW stock options granted to the CEO vest over time?

The 230,411 nonqualified stock options granted to Richard Wurster vest in four equal annual installments, beginning on the first anniversary of the grant date, under Charles Schwab’s 2022 Stock Incentive Plan for executive compensation.

What performance period was used for the SCHW CEO’s PBRSU vesting in this Form 4?

The performance-based restricted stock units vested based on achieving a performance goal over a three-year performance period that ended on December 31, 2025, as specified under the company’s 2022 Stock Incentive Plan for long-term incentives.

Does Richard Wurster hold any SCHW shares indirectly according to this Form 4?

Yes. In addition to his direct holdings, Richard Wurster indirectly held 4,334 shares of SCHW common stock through an employee stock purchase plan (ESPP), reflecting shares accumulated via that plan structure.