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SCHW insider filing shows 224 RSUs, 921 options granted to director

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Frank C. Herringer, a director of Schwab Charles Corp (SCHW), reported awards received on 10/01/2025. He was granted 224 restricted stock units (RSUs) under the Directors' Deferred Compensation Plan II, held in a rabbi trust and payable when he leaves the board; the filing notes those RSUs were issued in lieu of cash director fees. The report also shows a nonqualified stock option for 921 shares with an exercise price of $92.25, exercisable immediately and expiring on 10/01/2035, which was likewise issued in lieu of cash fees. The filing discloses total beneficial ownership following the transactions of 149,911.14 shares and that the RSU total includes 420.79 RSUs acquired through dividend reinvestment.

Positive

  • 224 RSUs granted under the Directors' Deferred Compensation Plan II, aligning director pay with shareholder outcomes
  • RSUs are held in a rabbi trust, preserving deferred tax treatment and protecting benefits for the director
  • 921-share option vests immediately, giving the reporting person full exercise rights on grant
  • RSU holdings include 420.79 shares acquired through dividend reinvestment, increasing stake without cash outlay

Negative

  • None.

Insights

Director received routine equity compensation: 224 RSUs and a 921-share option.

These grants were issued under the company's Directors' Deferred Compensation Plan II and were paid in lieu of cash director fees, indicating the company uses equity to compensate board members. The RSUs are held in a rabbi trust and will be distributed when the director leaves the board, preserving deferred taxation and aligning long-term interests.

The 921-share nonqualified option vests immediately and expires on 10/01/2035, converting to common stock at an exercise price of $92.25. Immediate vesting of a director option is notable as it gives the holder full exercise rights upon grant; the filing states it was granted in lieu of cash fees.

Insider HERRINGER FRANK C
Role Director
Type Security Shares Price Value
Grant/Award Restricted Stock Units 224 $0.00 --
Grant/Award Nonqualified Stock Option (right to buy) 921 $0.00 --
Holdings After Transaction: Restricted Stock Units — 149,911.14 shares (Direct); Nonqualified Stock Option (right to buy) — 921 shares (Direct)
Footnotes (1)
  1. Each restricted stock unit ("RSU") represents a right to receive one share of company stock. The RSUs were received pursuant to the Directors' Deferred Compensation Plan II (the "Plan") and are held in a rabbi trust for the benefit of the reporting person pursuant to the terms of the Plan. The RSUs are held in a rabbi trust for the benefit of the reporting person and are distributed to the reporting person when he leaves the Board of Directors. The RSUs were received in lieu of cash compensation otherwise payable as director fees. Includes 420.79 RSUs acquired through dividend reinvestment. The option was received pursuant to the Plan and vests immediately. The option was received in lieu of cash compensation otherwise payable as director fees.
Form 4 Insider Transactions: What Each Field Means →
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).
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*
HERRINGER FRANK C
(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025
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
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
Restricted Stock Units (1) 10/01/2025 A 224(2) (3) (3) Common Stock 224 (4) 149,911.14(5) D
Nonqualified Stock Option (right to buy) $92.25 10/01/2025 A 921 10/01/2025(6) 10/01/2035 Common Stock 921 (7) 921 D
Explanation of Responses:
1. Each restricted stock unit ("RSU") represents a right to receive one share of company stock.
2. The RSUs were received pursuant to the Directors' Deferred Compensation Plan II (the "Plan") and are held in a rabbi trust for the benefit of the reporting person pursuant to the terms of the Plan.
3. The RSUs are held in a rabbi trust for the benefit of the reporting person and are distributed to the reporting person when he leaves the Board of Directors.
4. The RSUs were received in lieu of cash compensation otherwise payable as director fees.
5. Includes 420.79 RSUs acquired through dividend reinvestment.
6. The option was received pursuant to the Plan and vests immediately.
7. The option was received in lieu of cash compensation otherwise payable as director fees.
Remarks:
/s/ P. Blake Allen, Attorney-in-fact 10/03/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did SCHW director Frank C. Herringer receive on 10/01/2025?

He received 224 RSUs under the Directors' Deferred Compensation Plan II and a nonqualified option for 921 shares with a $92.25 exercise price.

Are the RSUs immediately payable to the director?

No. The RSUs are held in a rabbi trust and are distributed to the reporting person when he leaves the Board of Directors.

What are the terms of the stock option reported on the Form 4?

The option covers 921 shares, vests immediately, has an exercise price of $92.25, and expires on 10/01/2035.

How many shares does the reporting person beneficially own after the transaction?

The filing reports 149,911.14 shares beneficially owned following the reported transactions.

Were any RSUs acquired through dividend reinvestment?

Yes. The filing states it includes 420.79 RSUs acquired through dividend reinvestment.