UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Non-Cumulative Preferred Stock, Series D |
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Non-Cumulative Preferred Stock, Series J |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events |
On November 14, 2025, The Charles Schwab Corporation (“CSC”) issued $1,000,000,000 aggregate principal amount of 4.343% Fixed-to-Floating Rate Senior Notes due 2031 and $1,000,000,000 aggregate principal amount of 4.914% Fixed-to-Floating Rate Senior Notes due 2036 (collectively, the “Notes”). The net proceeds of the offering of the Notes were approximately $1,986,000,000, after deducting underwriting discounts and commissions and estimated offering expenses.
The Notes were issued under the Senior Indenture, dated as of November 14, 2025, between CSC and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Senior Indenture”), as supplemented by the First Supplemental Indenture, dated as of November 14, 2025 (the “First Supplemental Indenture”). The offering was made pursuant to the prospectus supplement dated November 12, 2025, and the accompanying prospectus dated December 1, 2023, filed with the Securities and Exchange Commission pursuant to CSC’s effective registration statement on Form S-3 (File No. 333-275858) (the “Registration Statement”).
On November 12, 2025, CSC entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which CSC agreed to issue and sell the Notes to the Underwriters.
Copies of (a) the Underwriting Agreement, (b) the Senior Indenture, (c) the First Supplemental Indenture, (d) the form of 4.343% Fixed-to-Floating Rate Senior Notes due 2031, (e) the form of 4.914% Fixed-to-Floating Rate Senior Notes due 2036, and (f) a validity opinion with respect to the Notes are attached as Exhibits 1.1, 4.1, 4.2, 4.3, 4.4 and 5.1, respectively, to this Current Report on Form 8-K and are incorporated by reference into the Registration Statement.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Certain portions of Exhibit 1.1 have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is (i) not material and (ii) the type that the registrant treats as private or confidential. Information that has been omitted has been noted in this document with a placeholder identified by the mark “[Intentionally Omitted]”.
Signature(s)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE CHARLES SCHWAB CORPORATION | ||||||
| Date: November 14, 2025 | By: | /s/ Michael Verdeschi | ||||
| Michael Verdeschi | ||||||
| Managing Director and Chief Financial Officer of The Charles Schwab Corporation | ||||||