[Form 4] The Charles Schwab Corporation Insider Trading Activity

Rhea-AI Filing Summary

Morgan Peter J. III, General Counsel of The Charles Schwab Corporation (SCHW), reported option exercises and a sale on 08/27/2025. The filing shows exercises of nonqualified stock options at strike prices of $46.39 (2,203 shares) and $64.10 (47,813 shares) that converted into 50,016 shares of common stock. Those 50,016 shares were then reported sold in multiple trades at a weighted average price of $97.0004, leaving the reporting person with 0 shares directly owned. The form also discloses indirect holdings of 150.468 (ESOP) and 451 (ESPP) in the issuer’s stock per plan statements. The filer notes the option grants were under the 2013 Stock Incentive Plan with standard vesting and that sale prices ranged from $96.895 to $97.09.

Positive

• Options were exercised at $46.39 and $64.10, below the weighted average sale price of $97.0004, indicating the reporting person realized a positive spread
• Filing discloses plan-based indirect holdings (ESOP and ESPP), maintaining some alignment with employee compensation structures

Negative

• Reported sale of 50,016 shares reduced the reporting person’s direct ownership to 0, which may be noteworthy for governance observers
• Sale increased share supply by 50,016 shares in the open market on the reporting date

Insights

Financial Analyst

TL;DR: Insider exercised options at $46.39 and $64.10 then sold 50,016 shares at ~$97, realizing a sizeable spread.

The transactions are routine officer-level option exercises followed by a sale that monetized intrinsic value created by prior appreciation. Exercise prices of $46.39 and $64.10 contrast with the weighted average sale price of $97.0004, implying a material per-share gain for the reporting person. From an investor-impact perspective, this is not company-operational news but does increase share supply short-term by 50,016 shares. Indirect plan holdings remain in place per ESOP and ESPP figures reported.

Corporate Governance Expert

TL;DR: Disclosure follows required rules; sale reduces direct insider ownership to zero but indirect plan holdings persist.

The Form 4 provides clear compliance with Section 16 reporting: exercise and sale codes, strike prices, and weighted average sale price are disclosed. The reporting person’s direct beneficial ownership is reported as zero after the transactions, which is noteworthy for governance monitoring but not a regulatory red flag. The filing also documents that options were granted under the 2013 Stock Incentive Plan and vested per schedule.

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^*

Morgan Peter J. III

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2025

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
Common Stock	08/27/2025		M		2,203	A	$46.39	2,203	D
Common Stock	08/27/2025		M		47,813	A	$64.1	50,016	D
Common Stock	08/27/2025		S		50,016	D	$97.0004(1)	0	D
Common Stock								150.468(2)	I	by ESOP
Common Stock								451	I	by ESPP

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)	$46.39	08/27/2025		M			2,203	(3)	11/01/2028	Common Stock	2,203	$0	0	D
Nonqualified Stock Option (right to buy)	$64.1	08/27/2025		M			47,813	(3)	03/01/2031	Common Stock	47,813	$0	0	D

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $96.895 to $97.09. 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 effected.

2. This information is based on a plan statement as of August 28, 2025.

3. The option was granted under the company's 2013 Stock Incentive Plan and vested in four equal annual installments beginning on the first anniversary of the grant date.

Remarks:

	/s/ P. Blake Allen, Attorney-in-fact	08/29/2025
	** 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 Morgan Peter J. III report on the SCHW Form 4?

The Form 4 reports exercises of nonqualified stock options for 2,203 and 47,813 shares and the subsequent sale of 50,016 shares on 08/27/2025.

At what prices were the SCHW options exercised and shares sold?

Options were exercised at strike prices of $46.39 and $64.10; the sale was executed in multiple trades at a weighted average price of $97.0004 (trades ranged $96.895–$97.09).

How many SCHW shares does the reporting person own after the transactions?

The filing reports 0 shares directly owned after the sale, with indirect holdings listed as 150.468 (ESOP) and 451 (ESPP) per plan statements.

Were the exercised options part of a company plan?

Yes, the options were granted under the company’s 2013 Stock Incentive Plan and vested in four equal annual installments beginning on the first anniversary of the grant date.

When were these transactions reported to the SEC?

The transactions are reported with a transaction date of 08/27/2025 and the Form 4 is signed and dated 08/29/2025 by attorney-in-fact P. Blake Allen.