[Form 4] The Charles Schwab Corporation Insider Trading Activity

Rhea-AI Filing Summary

Insider activity: On 07/29/2025, Select Medical Holdings (SEM) Executive Chairman & Director Robert A. Ortenzio received 250,000 restricted shares at $0. The grant vests in three equal annual installments over the next three years.

Post-transaction, Ortenzio owns 7,081,788 shares directly and 2,120,245 shares indirectly through family trusts, for total exposure of roughly 9.2 million shares. No shares were sold and no options or other derivatives were involved.

The award modestly dilutes shareholders (≈0.18% of SEM’s 136 m shares outstanding) but reinforces insider alignment as the founder increases his stake without cash outflow.

Insights

Securities Analyst

TL;DR: Restricted-stock grant to founder; positive alignment signal, immaterial dilution.

The Form 4 shows Robert A. Ortenzio adding 250 k restricted shares that vest over three years. Because the grant is at no cost and has a multi-year vesting schedule, it ties the Executive Chairman’s incentives closely to long-term performance. Direct holdings rise to 7.1 m shares—about 5.2% of shares outstanding—while total economic exposure tops 9 m. The incremental dilution (~0.18%) is negligible for investors. Historically, insider purchases or awards that increase ownership, especially by founders, are interpreted as a constructive signal. However, because this is a routine equity-compensation action rather than an open-market buy, market impact should be limited.

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

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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^*

Murtagh Nigel J

(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)
	Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2025

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	07/29/2025		M		24,096	A	$41.98	83,095.2306	D
Common Stock	07/29/2025		S		24,096	D	$97.9121(1)	58,999.2306	D
Common Stock								2,374	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)	$41.98	07/29/2025		M			24,096	(2)	03/02/2030	Common Stock	24,096	$0	0	D

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $97.805 to $98.02. 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. The option was granted under the company's 2013 Stock Incentive Plan and vests in four equal annual installments beginning on the first anniversary of the grant date.

Remarks:

	/s/ Jeffrey E. Salvesen, Attorney-in-Fact	07/31/2025
	** Signature of Reporting Person	Date
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