Schwab (SCHW) director Marianne Brown receives 418 RSUs as board fees

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Brown Marianne Catherine reported acquisition or exercise transactions in this Form 4 filing.

Schwab Charles Corp director Marianne Catherine Brown received a grant of 418 restricted stock units (RSUs) tied to company common stock. Each RSU represents the right to receive one share of stock. After this award, she holds a total of 8,269.36 RSUs.

The RSUs were granted under the Directors' Deferred Compensation Plan II and are held in a rabbi trust for her benefit. They were received in lieu of cash director fees and will be distributed when she leaves the Board, making this a non-cash, compensation-related award rather than an open-market stock purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Brown Marianne Catherine

Role null

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	418	$0.00	--

Holdings After Transaction: Restricted Stock Units — 8,269.36 shares (Direct, null)

Footnotes (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 RSU s are held in a rabbi trust for the benefit of the reporting person and are distributed to the reporting person when she leaves the Board of Directors. The RSUs were received in lieu of cash compensation otherwise payable as director fees. Includes 27.69 RSUs acquired through dividend reinvestment.

Key Figures

RSUs granted: 418 restricted stock units Total RSUs after grant: 8,269.36 restricted stock units RSUs from dividend reinvestment: 27.69 restricted stock units +2 more

5 metrics

RSUs granted 418 restricted stock units Grant/award acquisition on 2026-07-01

Total RSUs after grant 8,269.36 restricted stock units Holdings following the reported transaction

RSUs from dividend reinvestment 27.69 restricted stock units Accumulated through dividend reinvestment

Transaction price per RSU $0.0000 per unit Equity compensation, not an open-market purchase

Underlying common shares 418 shares of common stock One share of common stock per RSU

Key Terms

Restricted Stock Units, Directors' Deferred Compensation Plan II, rabbi trust, dividend reinvestment

4 terms

Restricted Stock Units financial

"Each restricted stock unit ("RSU") represents a right to receive one share of company stock."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Directors' Deferred Compensation Plan II financial

"The RSUs were received pursuant to the Directors' Deferred Compensation Plan II (the "Plan")."

rabbi trust financial

"The RSUs were received pursuant to the Directors' Deferred Compensation Plan II and are held in a rabbi trust for the benefit of the reporting person."

A rabbi trust is a special account a company sets up to hold promised future pay for executives, like bonus or retirement money, so those employees can see there are funds earmarked for them. It matters to investors because it signals the company’s commitment to keep key people, but the money is still part of the company’s assets and can be claimed by creditors if the company goes bankrupt—think of it as a labeled jar that isn’t completely off-limits.

dividend reinvestment financial

"Includes 27.69 RSUs acquired through dividend reinvestment."

Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 06:45 PM Accepted by SEC EDGAR 07/06/2026 - 06:45 PM

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^*

Brown Marianne Catherine

(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)
07/01/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	07/01/2026		A		418⁽²⁾		⁽³⁾	⁽³⁾	Common Stock	418	⁽⁴⁾	8,269.36⁽⁵⁾	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 RSU s are held in a rabbi trust for the benefit of the reporting person and are distributed to the reporting person when she leaves the Board of Directors.

4. The RSUs were received in lieu of cash compensation otherwise payable as director fees.

5. Includes 27.69 RSUs acquired through dividend reinvestment.

Remarks:

	/s/ P. Blake Allen, Attorney-in-fact	07/06/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did SCHW director Marianne Brown report on this Form 4?

Director Marianne Catherine Brown reported receiving 418 restricted stock units in Schwab Charles Corp. These RSUs are a compensation award rather than an open-market trade and increase her total RSU holdings to 8,269.36 units linked to company common stock.

Are the SCHW restricted stock units a stock purchase or sale by Marianne Brown?

The 418 restricted stock units are a grant received as director compensation, not a market purchase or sale. They were issued in lieu of cash fees and held in a deferred compensation plan, so no open-market trading occurred in this transaction.

How and when will Marianne Brown receive the SCHW shares underlying her RSUs?

Each RSU represents one future share of Schwab common stock. The units are held in a rabbi trust under the Directors' Deferred Compensation Plan II and are distributed to Marianne Brown when she leaves the Board of Directors, deferring actual share delivery.

Why did Marianne Brown receive RSUs instead of cash fees from Schwab Charles Corp (SCHW)?

The filing states the RSUs were received in lieu of cash compensation otherwise payable as director fees. This means part of her board pay is delivered as equity awards, aligning compensation with company performance rather than immediate cash payments.

What additional RSUs has Marianne Brown accumulated in SCHW through dividend reinvestment?

Her total RSU holdings of 8,269.36 include 27.69 restricted stock units acquired through dividend reinvestment. This reflects dividends on prior RSU awards being automatically converted into additional units instead of being paid out in cash.