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Schwab (NYSE: SCHW) director granted 457 RSUs as deferred pay

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

HERRINGER FRANK C reported acquisition or exercise transactions in this Form 4 filing.

Schwab Charles Corp director Frank C. Herringer received a grant of 457 restricted stock units (RSUs) linked to the company’s common stock. These RSUs were awarded as director compensation in lieu of cash fees under the Directors' Deferred Compensation Plan II.

The RSUs are held in a rabbi trust for his benefit and will be distributed when he leaves the Board of Directors. Following this award, his directly held RSU balance is 152,751.26 units, including 537.02 RSUs that were accumulated through dividend reinvestment. The filing reflects compensation, not an open-market stock purchase or sale.

Positive

  • None.

Negative

  • None.
Insider HERRINGER FRANK C
Role null
Type Security Shares Price Value
Grant/Award Restricted Stock Units 457 $0.00 --
Holdings After Transaction: Restricted Stock Units — 152,751.26 shares (Direct, null)
Footnotes (1)
  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 he leaves the Board of Directors. The RSUs were received in lieu of cash compensation otherwise payable as director fees. Includes 537.02 RSUs acquired through dividend reinvestment.
RSUs granted 457 RSUs Grant/award acquisition on 2026-07-01
Total RSUs after transaction 152,751.26 RSUs Holdings following the reported grant
RSUs from dividend reinvestment 537.02 RSUs Accumulated through dividend reinvestment
RSU grant price $0.00 per unit Awarded as compensation, no cash paid
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.
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.
Directors' Deferred Compensation Plan II financial
"The RSUs were received pursuant to the Directors' Deferred Compensation Plan II (the "Plan") and are held in a rabbi trust."
dividend reinvestment financial
"Includes 537.02 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 →
SEC Form 4
FORM 4UNITED 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*
HERRINGER FRANK C
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)07/01/2026A457(2) (3) (3)Common Stock457(4)152,751.26(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 he leaves the Board of Directors.
4. The RSUs were received in lieu of cash compensation otherwise payable as director fees.
5. Includes 537.02 RSUs acquired through dividend reinvestment.
Remarks:
/s/ P. Blake Allen, Attorney-in-fact07/06/2026
** Signature of Reporting PersonDate
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 did SCHW director Frank C. Herringer report on this Form 4?

Frank C. Herringer reported receiving 457 restricted stock units (RSUs) as part of his director compensation. These RSUs represent rights to receive Schwab common shares in the future, rather than an immediate cash payment.

How many Schwab RSUs does Frank C. Herringer hold after this transaction for SCHW?

After this grant, Frank C. Herringer holds 152,751.26 restricted stock units. This total includes 537.02 RSUs that were accumulated through dividend reinvestment under the company’s compensation and deferral arrangements for directors.

Was this SCHW Form 4 transaction a stock purchase or sale in the market?

No, this Form 4 does not report an open-market purchase or sale. It records a grant of 457 RSUs as director compensation, awarded at no cash cost per unit and settled in stock at a future date.

How are the SCHW RSUs from this grant delivered to Frank C. Herringer?

The RSUs are held in a rabbi trust for Herringer’s benefit and are distributed when he leaves the Board of Directors. Until then, they remain deferred compensation tied to Schwab common stock performance and dividend reinvestment.

Why did Frank C. Herringer receive RSUs instead of cash fees from SCHW?

The footnotes explain the RSUs were received in lieu of cash compensation otherwise payable as director fees. This reflects Schwab’s Directors' Deferred Compensation Plan II, which allows director fees to be taken in stock-based units.