Schwab (SCHW) General Counsel awarded stock, options with tax share withholding

Rhea-AI Filing Summary

Charles Schwab’s General Counsel Peter J. Morgan III reported equity compensation activity. He received a grant of 21,057 nonqualified stock options that vest in four equal annual installments and 11,263 shares of common stock from performance-based restricted stock units that vested after a three-year performance period. To cover related tax obligations, 4,311 shares of common stock were withheld by the company at $95.305 per share, resulting in updated direct and indirect share holdings.

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^*

Morgan Peter J. III

(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)
	General Counsel

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)		11,263	A	$0	11,263	D
Common Stock	03/01/2026		F(2)		4,311	D	$95.305	6,952	D
Common Stock								549	I	by ESPP
Common Stock								151.331	I	by ESOP

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		21,057		(3)	03/02/2036	Common Stock	21,057	$0	21,057	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
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FAQ

What equity awards did SCHW General Counsel Peter J. Morgan III receive?

Peter J. Morgan III received 21,057 nonqualified stock options and 11,263 common shares. The shares came from vesting performance-based restricted stock units tied to a three-year performance period ending December 31, 2025, under Charles Schwab’s 2022 Stock Incentive Plan.

How do the new stock options granted to SCHW’s General Counsel vest?

The 21,057 nonqualified stock options vest in four equal annual installments. Vesting starts on the first anniversary of the grant date, aligning the General Counsel’s long-term incentives with company performance over several years under the 2022 Stock Incentive Plan.

Why were 4,311 SCHW shares disposed of in this Form 4 filing?

4,311 shares were withheld to satisfy tax obligations on vested performance-based RSUs. The company retained these shares at a price of $95.305 per share, reflecting a tax-withholding disposition rather than an open-market sale by Peter J. Morgan III.

What performance period was used for the SCHW PBRSUs that vested?

The performance-based RSUs vested based on a three-year period ending December 31, 2025. The number of shares delivered, 11,263 common shares, reflects achievement of the performance goal specified under Charles Schwab’s 2022 Stock Incentive Plan.

How many SCHW shares does Peter J. Morgan III hold indirectly after these transactions?

Indirect holdings include 549 shares via an ESPP and 151.331 shares via an ESOP. These positions are reported as indirect ownership interests, separate from his directly held common shares and stock options reported in the same Form 4.

Are the SCHW insider transactions in this Form 4 open-market buys or sells?

The transactions reflect equity grants and tax withholding, not open-market trades. Awards include nonqualified stock options and vested PBRSUs, while the 4,311-share disposition represents shares withheld by the company to cover associated tax liabilities.