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    SEC Form 8-K filed by Charles Schwab Corporation

    6/2/25 4:57:24 PM ET
    $SCHW
    Investment Bankers/Brokers/Service
    Finance
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    8-K
    SCHWAB CHARLES CORP false 0000316709 --12-31 0000316709 2025-06-02 2025-06-02 0000316709 us-gaap:CommonStockMember 2025-06-02 2025-06-02 0000316709 us-gaap:SeriesDPreferredStockMember 2025-06-02 2025-06-02 0000316709 schw:SeriesJPreferredStockMember 2025-06-02 2025-06-02
     
     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    FORM 8-K

     

     

    CURRENT REPORT

    Pursuant to Section 13 OR 15(d)

    of The Securities Exchange Act of 1934

    Date of Report (date of earliest event reported): June 2, 2025

     

     

    The Charles Schwab Corporation

    (Exact name of registrant as specified in its charter)

     

     

    Commission File Number: 1-9700

     

    Delaware   94-3025021
    (State or other jurisdiction of
    incorporation or organization)
      (I.R.S. Employer
    Identification No.)

    3000 Schwab Way, Westlake, TX 76262

    (Address of principal executive offices, including zip code)

    (817) 859-5000

    (Registrant’s telephone number, including area code)

    N/A

    (Former name or former address, if changed since last report)

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

     

    Trading
    Symbol(s)

     

    Name of each exchange
    on which registered

    Common Stock - $.01 par value per share   SCHW   New York Stock Exchange
    Depositary Shares, each representing a 1/40th ownership interest in a share of 5.95% Non-Cumulative Preferred Stock, Series D   SCHW PrD   New York Stock Exchange
    Depositary Shares, each representing a 1/40th ownership interest in a share of 4.450% Non-Cumulative Preferred Stock, Series J   SCHW PrJ   New York Stock Exchange

    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 5.03

    Other Events

    On June 2, 2025, The Charles Schwab Corporation (the “Company”) filed a Certificate of Elimination with the Secretary of State of the State of Delaware with respect to the Company’s 5.375% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series G (Series G Preferred Stock), which, effective upon filing, eliminated from the Company’s Fifth Restated Certificate of Incorporation, as amended, all matters set forth in the Certificate of Designations for the Series G Preferred Stock.

    A copy of the Certificate of Elimination with respect to the Company’s Series G Preferred Stock is attached as Exhibit 3.1 to this report and is incorporated herein by reference.

     

    Item 9.01

    Financial Statements and Exhibits

     

      (d)

    Exhibits

     

    Exhibit
    No.
       Description
    3.1    Certificate of Elimination of the 5.375% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series G of The Charles Schwab Corporation.
    104    Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.


    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: June 2, 2025     By:  

    /s/ Michael D. Verdeschi

          Michael D. Verdeschi
          Executive Vice President and Chief Financial Officer
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