Schwab (NYSE: SCHW) director-linked trust sells 11,825 shares after option exercises

Rhea-AI Filing Summary

Charles Schwab director Christopher V. Dodds, through a trust, reported option exercises and a share sale in Charles Schwab Corp. common stock. On February 6, 2026, a trust associated with him acquired 4,390 shares at $73, 4,703 shares at $62.66, and 2,732 shares at $51.97 upon exercising nonqualified stock options.

The trust then sold 11,825 common shares at a weighted average price of $104.5509, with individual trades ranging from $104.38 to $104.67. After these transactions, the trust held 449,406 indirect shares, while Dodds also reported 4,067 directly held shares and 2,732 remaining options under the 2022 stock incentive plan.

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^*

DODDS CHRISTOPHER V

(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)
02/06/2026

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	02/06/2026		M		4,390	A	$73	453,796(1)	I	by Trust
Common Stock	02/06/2026		M		4,703	A	$62.66	458,499	I	by Trust
Common Stock	02/06/2026		M		2,732	A	$51.97	461,231	I	by Trust
Common Stock	02/06/2026		S		11,825	D	$104.5509(2)	449,406	I	by Trust
Common Stock								4,067(1)	D

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)	$73	02/06/2026		M			4,390	(3)	05/17/2031	Common Stock	4,390	$0	0	D
Nonqualified Stock Option (right to buy)	$62.66	02/06/2026		M			4,703	(4)	05/19/2032	Common Stock	4,703	$0	0	D
Nonqualified Stock Option (right to buy)	$51.97	02/06/2026		M			2,732	(4)	05/22/2033	Common Stock	2,732	$0	2,732	D

Explanation of Responses:

1. Includes shares transferred from direct to a trust.

2. This transaction was executed in multiple trades at prices ranging from $104.38 to $104.67. 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. The option was granted under the company's 2013 Stock Incentive Plan and vested 25% on the first and second anniversary of the grant date and 50% on the third anniversary of the grant date.

4. The option was granted under the company's 2022 Stock Incentive Plan and vested 25% on the first and second anniversary of the grant date and 50% on the third anniversary of the grant date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ P. Blake Allen, Attorney-in-fact	02/10/2026
	** 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).
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FAQ

What insider activity did SCHW director Christopher V. Dodds report on this Form 4?

Christopher V. Dodds reported option exercises and a share sale via a trust. On February 6, 2026, a trust associated with him exercised three nonqualified stock options into common shares, then sold 11,825 shares, while retaining a significant indirect and some direct ownership position.

How many Charles Schwab (SCHW) shares were sold and at what price?

A trust associated with the director sold 11,825 SCHW shares. The sale occurred at a weighted average price of $104.5509 per share, with individual trades executed in a price range from $104.38 to $104.67, all on February 6, 2026.

Which stock options did the SCHW director-associated trust exercise in this filing?

The trust exercised three nonqualified stock option grants. These options converted into 4,390 shares at $73, 4,703 shares at $62.66, and 2,732 shares at $51.97. The options were granted under Schwab’s 2013 and 2022 Stock Incentive Plans with multi-year vesting schedules.

What is the director’s reported Charles Schwab (SCHW) share ownership after these transactions?

After the transactions, indirect and direct SCHW holdings remain substantial. The trust reported holding 449,406 shares of Charles Schwab Corp. common stock indirectly, while Christopher V. Dodds also reported 4,067 shares held directly, plus 2,732 nonqualified stock options still outstanding.

What do the Form 4 footnotes reveal about pricing and plan details for SCHW?

The footnotes explain pricing ranges and plan origins. The 11,825-share sale price is a weighted average, with trades between $104.38 and $104.67. They also state the options were granted under 2013 and 2022 Stock Incentive Plans, vesting over three years in specified annual tranches.

How many SCHW options remain held after the reported exercises?

One nonqualified stock option grant remains partially outstanding. Following exercises of two option positions to zero, 2,732 derivative securities (nonqualified stock options) tied to Charles Schwab Corp. common stock continue to be beneficially owned, according to the post-transaction derivative holdings reported.