SCHW Form 4: Director acquires 407 RSUs under deferred plan

Rhea-AI Filing Summary

Charles Schwab (SCHW) reported a director equity award. On 10/01/2025, the director acquired 407 restricted stock units (RSUs) under the Directors’ Deferred Compensation Plan II, held in a rabbi trust and received in lieu of cash director fees. The RSUs are distributed when she leaves the Board. After the transaction, RSU holdings were 6,950.79, including 18.40 acquired through dividend reinvestment.

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^*

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)
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		407(2)		(3)	(3)	Common Stock	407	(4)	6,950.79(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 18.40 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.

FAQ

What did SCHW disclose in this Form 4?

A director acquired 407 RSUs on 10/01/2025 under the Directors’ Deferred Compensation Plan II.

How many RSUs does the SCHW director hold after the transaction?

The director beneficially owns 6,950.79 RSUs following the reported transaction.

Were the RSUs part of cash compensation at SCHW?

Yes. The RSUs were received in lieu of cash otherwise payable as director fees.

When will the RSUs be delivered to the SCHW director?

They are distributed to the reporting person when she leaves the Board of Directors.

Where are the RSUs held for the SCHW director?

They are held in a rabbi trust for the benefit of the reporting person, per the plan.

Does the SCHW RSU balance include dividend reinvestment?

Yes. It includes 18.40 RSUs acquired through dividend reinvestment.

What is the SCHW director’s relationship to the issuer?

The reporting person is a Director, filing individually.