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Schwab (SCHW) director takes 434 RSUs instead of cash board fees

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

Rhea-AI Filing Summary

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

Charles Schwab director Marianne Catherine Brown received 434 Restricted Stock Units (RSUs) as a grant under the company's Directors' Deferred Compensation Plan II. Each RSU represents one share of common stock and was taken in lieu of cash director fees.

The RSUs are held in a rabbi trust for her benefit and will be distributed when she leaves the Board of Directors, deferring receipt of the shares until that time. Following this award and prior dividend reinvestments, she now holds a total of 7,823.67 RSUs.

Positive

  • None.

Negative

  • None.
Insider Brown Marianne Catherine
Role Director
Type Security Shares Price Value
Grant/Award Restricted Stock Units 434 $0.00 --
Holdings After Transaction: Restricted Stock Units — 7,823.67 shares (Direct)
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 she leaves the Board of Directors. The RSUs were received in lieu of cash compensation otherwise payable as director fees. Includes 24.45 RSUs acquired through dividend reinvestment.
RSUs granted 434 RSUs Grant/award acquisition on 2026-04-01
Total RSUs after transaction 7,823.67 RSUs Holdings following reported grant
Dividend reinvestment RSUs 24.45 RSUs Units acquired through dividend reinvestment included in total
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 Plan 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 24.45 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.
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*
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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		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)04/01/2026A434(2) (3) (3)Common Stock434(4)7,823.67(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 24.45 RSUs acquired through dividend reinvestment.
Remarks:
/s/ P. Blake Allen, Attorney-in-fact04/02/2026
** 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 insider transaction did SCHW director Marianne Brown report on this Form 4?

Marianne Catherine Brown reported receiving 434 Restricted Stock Units as a grant. The RSUs were awarded under Charles Schwab's Directors' Deferred Compensation Plan II and taken instead of cash director fees, increasing her deferred stock-based compensation position.

How many Restricted Stock Units does SCHW director Marianne Brown hold after this grant?

After the 434-unit grant, she holds a total of 7,823.67 Restricted Stock Units. This total includes 24.45 RSUs that were acquired through dividend reinvestment within the plan and are also held in the same deferred compensation structure.

When will Marianne Brown receive the SCHW shares underlying these RSUs?

The RSUs are held in a rabbi trust and will be distributed to Marianne Brown when she leaves the Board of Directors. Until that separation event, the units remain deferred as part of her director compensation arrangement.

What is the economic meaning of each SCHW Restricted Stock Unit granted to Marianne Brown?

Each Restricted Stock Unit represents the right to receive one share of Charles Schwab common stock. Although issued with a zero transaction price, the units reflect deferred compensation that converts into actual shares upon distribution after she leaves the board.

Why were Marianne Brown’s SCHW RSUs described as received in lieu of cash compensation?

The filing states the RSUs were received in lieu of cash compensation otherwise payable as director fees. This means a portion of her board compensation is structured as stock units rather than immediate cash payments under the deferred compensation plan.

What role does the rabbi trust play in Marianne Brown’s SCHW RSU holdings?

The RSUs are held in a rabbi trust for her benefit under the Directors' Deferred Compensation Plan II. The trust holds the units until she leaves the Board, at which time the RSUs are distributed to her according to the plan terms.