Schwab (SCHW) CRO granted PBRSU shares and 30,377 options

Rhea-AI Filing Summary

Charles Schwab’s Chief Risk Officer Nigel J. Murtagh reported equity compensation activity. He was granted 30,377 nonqualified stock options on March 2, 2026, at an exercise price of $0.0000 as a grant under the 2022 Stock Incentive Plan, vesting in four equal annual installments beginning on the first anniversary of the grant date.

On March 1, 2026, he acquired 16,312 shares of common stock upon the vesting of performance-based restricted stock units tied to a three-year performance period ended December 31, 2025. The company withheld 9,109 shares at $95.3050 per share to cover related tax obligations. After these transactions, he directly owned 65,175.4846 common shares and indirectly held 2,374 common shares 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^*

Murtagh Nigel J

(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)
	Chief Risk Officer

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)		16,312	A	$0	74,284.4846	D
Common Stock	03/01/2026		F(2)		9,109	D	$95.305	65,175.4846	D
Common Stock								2,374	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		30,377		(3)	03/02/2036	Common Stock	30,377	$0	30,377	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 insider transactions did SCHW Chief Risk Officer Nigel Murtagh report?

Nigel Murtagh reported a grant of 30,377 nonqualified stock options and 16,312 common shares from performance-based RSU vesting. The company also withheld 9,109 shares to satisfy tax obligations related to the vesting, reflecting routine equity compensation activity.

How many Schwab (SCHW) stock options were granted to Nigel Murtagh?

Nigel Murtagh was granted 30,377 nonqualified stock options on March 2, 2026. These options were issued under the 2022 Stock Incentive Plan and vest in four equal annual installments starting on the first anniversary of the grant date, aligning awards with longer-term employment.

What equity did Nigel Murtagh receive from PBRSU vesting at Schwab (SCHW)?

He received 16,312 shares of common stock from vesting performance-based restricted stock units. These PBRSUs reflected achievement of a performance goal over a three-year period ending December 31, 2025, linking his compensation directly to multi-year performance outcomes at Charles Schwab.

Why were 9,109 SCHW shares disposed of in Nigel Murtagh’s Form 4?

The 9,109 shares were withheld by the company to cover tax withholding obligations from the PBRSU vesting. This tax-withholding disposition used shares valued at $95.3050 each and did not represent an open-market sale initiated for portfolio or liquidity reasons.

What are Nigel Murtagh’s reported SCHW shareholdings after these transactions?

After the reported transactions, Nigel Murtagh directly held 65,175.4846 shares of Charles Schwab common stock. He also indirectly owned 2,374 additional common shares through an employee stock purchase plan, reflecting both direct and program-based equity exposure to the company.

How do Nigel Murtagh’s new SCHW options vest over time?

The 30,377 nonqualified stock options vest in four equal annual installments. Vesting begins on the first anniversary of the March 2, 2026 grant date, meaning 25% becomes exercisable each year, which encourages continued service and aligns incentives over multiple years.