Charles Schwab (SCHW) director defers fees into 394 RSUs on Form 4

Rhea-AI Filing Summary

Charles Schwab Corporation reported a director equity grant on a Form 4. On 01/02/2026, the director acquired 394 restricted stock units (RSUs) under the company’s Directors' Deferred Compensation Plan II. Each RSU represents the right to receive one share of Charles Schwab stock and is held in a rabbi trust for the director’s benefit.

The RSUs were received in lieu of cash director fees and will be distributed to the director when she leaves the Board of Directors. Following this transaction, the director beneficially owns 7,365.22 RSUs, which includes 20.43 RSUs acquired through dividend reinvestment in November 2025.

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).

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 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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

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

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
Restricted Stock Units	(1)	01/02/2026		A		394(2)		(3)	(3)	Common Stock	394	(4)	7,365.22(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 RSUs 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 20.43 RSUs acquired through dividend reinvestment in November 2025.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ P. Blake Allen, Attorney-in-fact	01/06/2026
	** 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.

FAQ

What did the SCHW director report in this Form 4 filing?

The filing reports that a director of Charles Schwab Corporation (SCHW) acquired 394 restricted stock units (RSUs) on 01/02/2026 under the Directors' Deferred Compensation Plan II.

How many Charles Schwab RSUs does the director now beneficially own?

After the reported transaction, the director beneficially owns 7,365.22 RSUs of Charles Schwab stock.

Why did the SCHW director receive 394 RSUs instead of cash?

The 394 RSUs were received in lieu of cash compensation that would otherwise have been paid as director fees, pursuant to the Directors' Deferred Compensation Plan II.

When will the Charles Schwab RSUs be delivered to the director?

The RSUs are held in a rabbi trust and will be distributed to the director when she leaves the Board of Directors, according to the plan terms.

What does each RSU reported for SCHW represent?

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

How many SCHW RSUs came from dividend reinvestment?

The director’s total includes 20.43 RSUs that were acquired through dividend reinvestment in November 2025.

Is this SCHW Form 4 filed by an individual or a group?

The document states that the Form 4 is filed by one reporting person, who serves as a director of Charles Schwab Corporation.