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[Form 4] The Charles Schwab Corporation Insider Trading Activity

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

Rhea-AI Filing Summary

Charles Schwab Corporation (SCHW) – Form 4 insider filing

On 07/01/2025, independent director Charles A. Ruffel received a non-qualified stock option for 1,322 shares of Charles Schwab common stock at an exercise price of $91.17. The option was granted under the company’s Directors’ Deferred Compensation Plan II, vests immediately, and expires on 07/01/2035. The award was taken in lieu of cash director fees, indicating the director’s choice to align compensation with future share performance. Following the grant, Mr. Ruffel beneficially owns 1,322 derivative securities (options) directly; no changes were reported in his non-derivative (common-stock) holdings.

The transaction is routine board compensation and does not involve open-market purchases or sales. While it marginally increases insider exposure to the stock, the small size (≈$120k notional value at grant price) suggests limited market impact.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Director accepted 1,322 options instead of cash; routine, low-value, low market impact.

The filing shows an automatic grant under Schwab’s deferred compensation plan: 1,322 NQSOs, strike $91.17, 10-year term, immediate vesting. This is standard board compensation, amounting to roughly 0.00007% of shares outstanding and less than 0.1% of daily trading volume, so liquidity or signaling effects are negligible. Nonetheless, choosing equity over cash modestly tightens board-shareholder alignment. No sales were disclosed, eliminating concerns about negative insider sentiment. Overall, the event is neutral to valuation and should not alter investment theses.

Insider Ruffel Charles A.
Role Director
Type Security Shares Price Value
Grant/Award Nonqualified Stock Option (right to buy) 1,322 $0.00 --
Holdings After Transaction: Nonqualified Stock Option (right to buy) — 1,322 shares (Direct)
Footnotes (1)
  1. The option was received pursuant to the Directors' Deferred Compensation Plan II and vests immediately. The option was received in lieu of cash compensation otherwise payable as director fees.
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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*
Ruffel Charles 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)
07/01/2025
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
Nonqualified Stock Option (right to buy) $91.17 07/01/2025 A 1,322 07/01/2025(1) 07/01/2035 Common Stock 1,322 (2) 1,322 D
Explanation of Responses:
1. The option was received pursuant to the Directors' Deferred Compensation Plan II and vests immediately.
2. The option was received in lieu of cash compensation otherwise payable as director fees.
Remarks:
/s/ Jeffrey E. Salvesen, Attorney-in-Fact 07/03/2025
** 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