STOCK TITAN
  1. Home
  2. Sec-filings
  3. SCHW
  4. [Form 4] SCHWAB CHARLES CORP Insider Trading Activity

SCHW Form 4 — 366 RSUs granted to Director, rabbi trust holding noted

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

Rhea-AI Filing Summary

Stephen A. Ellis, a Director of Schwab Charles Corp (SCHW), was granted 366 restricted stock units (RSUs) on 10/01/2025 under the Directors' Deferred Compensation Plan II and received them in lieu of cash director fees. The RSUs are held in a rabbi trust for the reporting person and will be distributed when he leaves the Board. After the grant the filing reports 12,025.42 shares beneficially owned by Mr. Ellis, which includes 32.78 RSUs acquired through dividend reinvestment. The Form 4 was filed by one reporting person and signed by an attorney-in-fact on 10/03/2025.

Positive

  • 366 RSUs granted as compensation aligns director pay with shareholder interests
  • RSUs are secured in a rabbi trust, indicating formal deferred-compensation arrangements
  • Beneficial ownership disclosed at 12,025.42 shares, increasing transparency

Negative

  • None.

Insights

Director received deferred compensation as RSUs; held in rabbi trust and payable on board exit.

The grant of 366 RSUs on 10/01/2025 represents director compensation taken in equity rather than cash, aligning pay with shareholder value while preserving company cash. The RSUs are held in a rabbi trust, meaning they are set aside for the director but remain a general creditor obligation of the trust until distribution.

This filing discloses beneficial ownership of 12,025.42 shares, including 32.78 RSUs from dividend reinvestment, and shows routine, non-executive director compensation activity rather than a market trade.

Insider Ellis Stephen A
Role Director
Type Security Shares Price Value
Grant/Award Restricted Stock Units 366 $0.00 --
Holdings After Transaction: Restricted Stock Units — 12,025.42 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 RSUs 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 32.78 RSUs acquired through dividend reinvestment.
Form 4 Insider Transactions: What Each Field Means →
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
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*
Ellis Stephen A
(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)
10/01/2025
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) 10/01/2025 A 366(2) (3) (3) Common Stock 366 (4) 12,025.42(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 he leaves the Board of Directors.
4. The RSUs were received in lieu of cash compensation otherwise payable as director fees.
5. Includes 32.78 RSUs acquired through dividend reinvestment.
Remarks:
/s/ P. Blake Allen, Attorney-in-fact 10/03/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Stephen A. Ellis report on the Form 4 for SCHW?

He reported receipt of 366 RSUs on 10/01/2025, held in a rabbi trust and reported beneficial ownership of 12,025.42 shares.

Are the RSUs immediately tradable or restricted for SCHW director RSUs?

The filing states the RSUs are held in a rabbi trust and are distributed when he leaves the Board, indicating they are not immediately distributable as tradable shares.

Were the RSUs received as cash or stock for SCHW director fees?

The RSUs were received in lieu of cash compensation otherwise payable as director fees under the Directors' Deferred Compensation Plan II.

Does the Form 4 show any derivative transactions for SCHW by the reporting person?

No. The filing reports only non-derivative RSUs (restricted stock units) and does not disclose options, puts, calls, or other derivatives.

Does the beneficial ownership total include dividend reinvestment for SCHW?

Yes. The 12,025.42 shares include 32.78 RSUs acquired through dividend reinvestment.