Schwab (SCHW) executive reports RSU vesting, option grant and share withholding

Rhea-AI Filing Summary

Charles Schwab executive Jonathan M. Craig, Managing Director and Head of Investor Services, reported equity compensation activity. He received 25,633 shares of common stock on the vesting of performance-based restricted stock units tied to a three-year performance period ending December 31, 2025, all under the company’s 2022 Stock Incentive Plan. To cover related tax withholding on this vesting, the company withheld 11,152 shares of common stock at $95.305 per share, leaving Craig with 14,481 shares of common stock held directly after these transactions. Separately, on March 2, 2026, he was granted a nonqualified stock option for 50,052 shares, which vests in four equal annual installments beginning on the first anniversary of the grant date.

Insights

Equity compensation analyst

Routine equity awards and tax withholding; no open-market trading.

The filing shows Jonathan M. Craig receiving equity compensation rather than trading shares on the market. He acquired 25,633 common shares via vesting of performance-based RSUs and a stock option for 50,052 shares, all under the 2022 Stock Incentive Plan.

The disposition of 11,152 shares at $95.305 per share is labeled as a tax-withholding transaction, not an investment decision to sell. After these events, he directly holds 14,481 common shares. Overall, this looks like routine executive compensation administration rather than a signal-driven insider trade.

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

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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).

X

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^*

Craig Jonathan M.

(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, Head of Investor Services

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)		25,633	A	$0	25,633	D
Common Stock	03/01/2026		F(2)		11,152	D	$95.305	14,481	D

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		50,052		(3)	03/02/2036	Common Stock	50,052	$0	50,052	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:

Exhibit 24 - Power of Attorney

	/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.
* 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 insider transactions did Jonathan M. Craig report at SCHW?

Jonathan M. Craig reported vesting of 25,633 performance-based restricted stock units in Charles Schwab common stock and a grant of a nonqualified stock option for 50,052 shares, along with a tax-withholding disposition of 11,152 shares related to the vesting.

Were Jonathan M. Craig’s SCHW transactions open-market buys or sells?

The transactions were not open-market trades. Craig’s Form 4 shows equity awards: vesting of performance-based RSUs and a nonqualified stock option grant, plus 11,152 shares withheld by the company to satisfy tax obligations from the vesting, rather than discretionary selling or buying in the market.

How many Charles Schwab shares did Jonathan M. Craig hold after these transactions?

After the reported transactions, Jonathan M. Craig directly held 14,481 shares of Charles Schwab common stock. This figure reflects the vesting of 25,633 shares and the withholding of 11,152 shares to cover tax liabilities associated with the performance-based restricted stock unit vesting.

What are the terms of Jonathan M. Craig’s new stock option at SCHW?

Craig received a nonqualified stock option covering 50,052 Charles Schwab shares. The option was granted under the 2022 Stock Incentive Plan and vests in four equal annual installments, starting on the first anniversary of the grant date, aligning vesting with multi-year service at the company.

What performance period was tied to Jonathan M. Craig’s vested PBRSUs at SCHW?

The vested performance-based restricted stock units were tied to a three-year performance period ending December 31, 2025. The shares acquired on vesting reflect achievement of the performance goal over that period, consistent with Charles Schwab’s 2022 Stock Incentive Plan design for long-term executive incentives.