Charles Schwab (NYSE: SCHW) Co‑Chair reports stock sales and gift

Rhea-AI Filing Summary

Charles R. Schwab, Co‑Chairman and director of Charles Schwab Corp, reported indirect sales and a gift of company common stock. On February 9, 2026, a trust associated with him made a bona fide gift of 60,000 shares at $0, leaving 55,722,729 shares held indirectly by that trust.

Also on February 9, a limited partnership associated with him sold 126,200 shares at a weighted average price of $106.5495, with 30,515,781 shares remaining indirectly held by the partnership. On February 10, 2026, the same partnership sold an additional 32,413 shares at a weighted average price of $105.5774, leaving 30,483,368 shares indirectly held.

The filing also reports indirect holdings of 44,025 shares through 188 Corp and 9,509,797.33 shares held by his spouse as trustee, with no transaction codes indicated for these positions.

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^*

Schwab Charles R.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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	02/09/2026		G		60,000	D	$0	55,722,729	I	by Trust
Common Stock	02/09/2026		S		126,200	D	$106.5495(1)	30,515,781	I	by Limited Partnership
Common Stock	02/10/2026		S		32,413	D	$105.5774(2)	30,483,368	I	by Limited Partnership
Common Stock								44,025	I	by 188 Corp
Common Stock								9,509,797.33	I	by Spouse as Trustee

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

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $106.365 to $106.92. 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 effected.

2. This transaction was executed in multiple trades at prices ranging from $105.01 to $106.00. 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 effected.

Remarks:

	/s/ P. Blake Allen, Attorney-in-fact	02/11/2026
	** 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 Charles R. Schwab report in this SCHW filing?

Charles R. Schwab reported indirect stock sales and a gift of SCHW shares. A trust gifted 60,000 shares, while a limited partnership sold 126,200 shares and 32,413 shares at weighted average prices of $106.5495 and $105.5774, respectively, across two trading days.

At what prices were Charles R. Schwab’s SCHW shares sold in the reported transactions?

The reported SCHW share sales used weighted average prices for multiple trade executions. One limited partnership sale averaged $106.5495 per share, within a $106.365–$106.92 range, and another averaged $105.5774 per share, within a $105.01–$106.00 range, across open‑market transactions.

How many Charles Schwab Corp shares remain held by entities associated with Charles R. Schwab?

After the reported transactions, associated entities still hold substantial SCHW positions. A trust holds 55,722,729 shares, a limited partnership holds 30,483,368 shares, 188 Corp holds 44,025 shares, and his spouse as trustee holds 9,509,797.33 shares, all reported as indirect beneficial ownership.

What type of gift transaction involving SCHW stock did Charles R. Schwab report?

The filing shows a bona fide gift of SCHW common stock through a trust associated with Charles R. Schwab. On February 9, 2026, that trust transferred 60,000 shares at a reported price of $0, and still held 55,722,729 shares of Charles Schwab Corp afterward.

How are Charles R. Schwab’s SCHW holdings characterized in terms of ownership?

All reported SCHW positions are characterized as indirect beneficial ownership. The shares are held through a trust, a limited partnership, 188 Corp, and by his spouse as trustee, rather than directly in his name, reflecting multiple affiliated entities managing his Charles Schwab Corp holdings.