Schwab director exercises options, reports SCHW share sale

Charles Schwab director Carolyn Schwab-Pomerantz reported an exercise-and-sale transaction involving company common stock.

Rhea-AI Filing Summary

Charles Schwab director Carolyn Schwab-Pomerantz reported an exercise-and-sale transaction involving company common stock. She exercised 9,910 shares under a nonqualified stock option at $31.65 per share, fully using this option grant under the company’s 2013 Stock Incentive Plan.

On the same date, a revocable trust associated with her indirectly sold 9,910 shares of common stock at a weighted average price of $92.2916 per share, executed in multiple trades. After these transactions, she reported 1,396,458.6599 shares held indirectly by a trust, 436,149 shares held indirectly with her spouse as trustee, 2,798 shares held indirectly by an LLC, and 9,624 shares held directly.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 5 txns

Insider Schwab-Pomerantz Carolyn

Role Director

Sold 9,910 shs ($915K)

Approx. gross sale proceeds $915K

Approx. exercise cost $314K

Type	Security	Shares	Price	Value
Exercise	Nonqualified Stock Option (right to buy)	9,910	$0.00	$0.00
Exercise	Common Stock	9,910	$31.65	$314K
Sale	Common Stock	9,910	$92.2916	$915K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Nonqualified Stock Option (right to buy) — 0 contracts (Direct); Common Stock — 9,624 shares (Direct); Common Stock — 1,396,458.6599 shares (Indirect, by Trust); Common Stock — 436,149 shares (Indirect, by Spouse as Trustee); Common Stock — 2,798 shares (Indirect, by LLC)

Footnotes (3)

1. F1. Reflects the contribution of the shares received upon exercise of the option to a revocable trust.
2. F2. This transaction was executed in multiple trades at prices ranging from $92.23 to $92.38. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was affected.
3. F3. This option was granted under the company's 2013 Stock Incentive Plan and vested in four annual installments beginning on the first anniversary of the grant date.

Key Figures

Shares sold: 9,910 shares Sale price: $92.2916 per share Options exercised: 9,910 shares +5 more

8 metrics

Shares sold 9,910 shares Common Stock sold indirectly by trust on 2026-05-05

Sale price $92.2916 per share Weighted average sale price for 9,910 shares

Options exercised 9,910 shares Nonqualified Stock Option exercise on 2026-05-05

Option exercise price $31.65 per share Exercise price of nonqualified stock option

Indirect trust holdings 1,396,458.6599 shares Common Stock held indirectly by trust after transactions

Spousal trust holdings 436,149 shares Common Stock held indirectly by spouse as trustee

LLC holdings 2,798 shares Common Stock held indirectly by LLC

Direct holdings 9,624 shares Common Stock held directly after option exercise

Key Terms

Nonqualified Stock Option, revocable trust, weighted average sale price, 2013 Stock Incentive Plan

4 terms

Nonqualified Stock Option financial

"Nonqualified Stock Option (right to buy)"

A nonqualified stock option (NQSO) is a company grant that gives an individual the right to buy shares at a set price but does not meet special tax rules for incentive stock options; when exercised the difference between the market price and the exercise price is treated as ordinary income for the recipient and as a tax-deductible expense for the company. It matters to investors because NQSOs affect an employee’s after-tax proceeds, the company’s reported expenses, and potential share dilution—think of it like a cash bonus that converts into stock but is taxed as regular pay when you take it.

revocable trust financial

"contribution of the shares received upon exercise of the option to a revocable trust"

A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.

weighted average sale price financial

"The price reported reflects the weighted average sale price."

2013 Stock Incentive Plan financial

"This option was granted under the company's 2013 Stock Incentive Plan"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did SCHW director Carolyn Schwab-Pomerantz report in this Form 4?

She reported exercising 9,910 nonqualified stock options at $31.65 per share and a related sale of 9,910 common shares at a weighted average price of $92.2916 through an associated trust.

How many Charles Schwab (SCHW) shares were sold in the reported transaction?

An associated revocable trust sold 9,910 shares of SCHW common stock. The sale was executed in multiple trades, with a weighted average price of $92.2916 per share, within a range of $92.23 to $92.38.

At what price were the SCHW stock options exercised by Carolyn Schwab-Pomerantz?

She exercised 9,910 nonqualified stock options with an exercise price of $31.65 per share. These options were granted under the company’s 2013 Stock Incentive Plan and vested in four annual installments beginning one year after the grant date.

What are Carolyn Schwab-Pomerantz’s reported SCHW share holdings after these transactions?

After the transactions, she reported 1,396,458.6599 shares held indirectly by a trust, 436,149 shares held indirectly with her spouse as trustee, 2,798 shares held indirectly by an LLC, and 9,624 shares held directly.

Were the exercised SCHW options fully used in this Form 4 transaction?

Yes. The filing shows a nonqualified stock option for 9,910 shares with an exercise price of $31.65 and a post-transaction derivative balance of 0 shares, indicating this particular option grant was fully exercised.

How were the exercised SCHW shares treated with respect to the trust?

A footnote states the filing reflects the contribution of the shares received upon exercise of the option to a revocable trust, linking the option exercise to the trust’s reported holdings and sale activity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/06/2026 - 05:55 PM EDT Learn about SEC filing dates

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^*

Schwab-Pomerantz Carolyn

(Last) (First) (Middle)

3000 SCHWAB WAY

(Street)

WESTLAKE TEXAS 76262

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/05/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

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	05/05/2026		M		9,910	A	$31.65	9,624(1)	D
Common Stock	05/05/2026		S		9,910	D	$92.2916(2)	1,396,458.6599	I	by Trust
Common Stock								436,149	I	by Spouse as Trustee
Common Stock								2,798	I	by LLC

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)	$31.65	05/05/2026		M			9,910	(3)	11/01/2026	Common Stock	9,910	$0	0	D

Explanation of Responses:

1. Reflects the contribution of the shares received upon exercise of the option to a revocable trust.

2. This transaction was executed in multiple trades at prices ranging from $92.23 to $92.38. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was affected.

3. This option was granted under the company's 2013 Stock Incentive Plan and vested in four annual installments beginning on the first anniversary of the grant date.

Remarks:

	/s/ P. Blake Allen, Attorney-in-fact	05/06/2026
	** 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.
* Form 4: SEC 1474 (03-26)