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Charles Schwab (SCHW) Form 4: Director Adds RSUs via Deferred Plan

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

Rhea-AI Filing Summary

Form 4 filing for The Charles Schwab Corporation (SCHW) discloses that director Stephen A. Ellis acquired 371 restricted stock units (RSUs) on 07/01/2025 under the company’s Directors’ Deferred Compensation Plan II. The RSUs, received in lieu of cash board fees, are held in a rabbi trust and will be distributed when the director leaves the Board. Following the transaction, Ellis now beneficially owns 11,626.64 RSUs, including 34.77 units accumulated through dividend reinvestment. No shares were sold, and the filing reflects routine equity-based compensation rather than an open-market purchase.

Positive

  • Director equity alignment: Additional RSUs modestly increase insider ownership, fostering alignment with shareholder interests.

Negative

  • None.

Insights

TL;DR: Routine RSU grant; minimal market impact.

The filing records an automatic RSU award tied to Schwab’s deferred compensation plan. Because the transaction is compensation-related, small in size, and involves no cash outlay or share sale, it carries negligible valuation or liquidity implications. Nonetheless, continued equity accumulation by an independent director marginally aligns board interests with shareholders. Overall, this is a standard administrative disclosure rather than a signal of insider sentiment.

Insider Ellis Stephen A
Role Director
Type Security Shares Price Value
Grant/Award Restricted Stock Units 371 $0.00 --
Holdings After Transaction: Restricted Stock Units — 11,626.64 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 34.77 RSUs acquired through dividend reinvestment.
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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*
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)
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
Restricted Stock Units (1) 07/01/2025 A 371(2) (3) (3) Common Stock 371 (4) 11,626.64(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 34.77 RSUs acquired through dividend reinvestment.
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

FAQ

What did director Stephen A. Ellis acquire in the SCHW Form 4?

He received 371 restricted stock units on 07/01/2025 under the Directors’ Deferred Compensation Plan II.

Were any Charles Schwab (SCHW) shares sold in this Form 4?

No. The filing reports only an acquisition of RSUs; there were no dispositions.

How many Schwab shares/units does Ellis now hold?

After the transaction he beneficially owns 11,626.64 RSUs, including dividend-reinvested units.

Is this RSU grant part of a 10b5-1 trading plan?

The Form 4 does not indicate a 10b5-1 plan; it is compensation received in lieu of cash board fees.

Does the transaction materially affect Schwab’s share count?

No. The grant involves a small number of units relative to Schwab’s total outstanding shares and is not material.