What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-23 compared with 2023-02-24 · 111 added, 58 removed, 385 unchanged (31% of the section changed)

7 unchanged sentences

Other Information

During the three months ended December 31, 2023, certain of our directors and officers adopted or terminated trading arrangements for the sale of shares of our common stock as follows:

Action Date Rule 10b5-1 (1)

Non-Rule 10b5-1 (2)

Number of Securities to

be Sold Latest

Expiration (3)

Craig , Managing Director and Head of Investor

Services and Marketing

10/27/2023 x — 4,977 (4) 10/15/2024

Carrie Schwab-Pomerantz , Director

11/10/2023 x — 99,000 (5) 12/31/2024

Nigel Murtagh , Managing Director and Chief Risk Officer

11/24/2023 x — 12,948 (4) 10/18/2024

(1) Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

(2) Not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

(3) Plans expire at close of trading on the dates presented or such earlier date upon the completion of all trades under the plan (or the expiration of the orders relating to such trades without execution).

(4) Securities to be sold under the plan represent shares to be acquired upon the exercise of stock options.

In addition to these shares, the trading arrangement allows for the sale of the net after-tax shares of common stock to be received by the officer upon the March 1, 2024 vesting of performance-based restricted stock units.

The actual number of shares that will be released to the officer in connection with the performance-based restricted stock units and sold under the trading arrangement will be net of the number of shares withheld to satisfy tax withholding obligations arising from the vesting of such shares and is not yet determinable.

(5) Includes 39,600 shares to be sold by a trust for which the director’s spouse is a trustee.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

12 unchanged sentences

Wurster 50 President

Clark 64 Managing Director, Head of Advisor Services

Craig 51 Managing Director, Head of Investor Services & Marketing

Crawford 54 Managing Director, Chief Financial Officer

Martinetto 60 Managing Director, Chief Operating Officer

Morgan III 58 Managing Director, General Counsel

Murtagh 59 Managing Director, Chief Risk Officer

Clark 65 Managing Director and Head of Advisor Services

Craig 52 Managing Director and Head of Investor Services and Marketing

Crawford 55 Managing Director and Chief Financial Officer

Martinetto 61 Managing Director and Chief Operating Officer

Morgan III 59 Managing Director, General Counsel and Corporate Secretary

Murtagh 60 Managing Director and Chief Risk Officer

Schwab has been a director of CSC since its incorporation in 1986.

4 unchanged sentences

Bettinger has been Chief Executive Officer and a director of CSC since 2008 and has been Co-Chairman of the Board since 2022.

He serves as Co-Chairman of the Board of CSB, and is a director of TD Ameritrade Holding Corporation.

He has served as a director of CSB since 2006 and has been Co-Chairman of the Board of CSB since 2022.

He also serves as Chairman and trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Laudus Trust, and Schwab Strategic Trust, all registered investment companies, and affiliates of CSC.

Bettinger served as Director, President and Chief Executive Officer of CS&Co from 2008 until 2021.

Bettinger served as President of CSC from 2007 to 2021, CSC Chief Operating Officer from 2007 until 2008, and as Executive Vice President and President – Schwab Investor Services of CSC and CS&Co from 2005 to 2007.

He served as President of CSC from 2007 to 2021, CSC Chief Operating Officer from 2007 until 2008, and as Executive Vice President and President – Schwab Investor Services of CSC and CS&Co from 2005 to 2007.

Bettinger joined Schwab in 1995.

2 unchanged sentences

from 2019 to 2021 and has been a director since 2021.

He serves as trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Laudus Trust, and Schwab Strategic Trust.

He was CEO of Charles Schwab Investment Advisory, Inc.

3 unchanged sentences

Wurster joined Schwab in 2016.

Clark has been Managing Director, Head of Advisor Services since 2022 and was Executive Vice President – Advisor Services of CSC from 2012 to 2022.

Clark has served as Managing Director, Head of Advisor Services of CS&Co since 2022 and was Executive Vice President – Advisor Services of CS&Co from 2010 to 2022.

Clark has been Managing Director and Head of Advisor Services of CSC and CS&Co since 2022 and was Executive Vice President – Advisor Services of CS&Co from 2010 to 2022 and of CSC from 2012 to 2022.

He has served as a director of CS&Co since 2023.

From 2006 until 2010, Mr.

1 unchanged sentence

Clark joined Schwab in 1998.

Craig has been Managing Director, Head of Investor Services and Marketing of CSC and CS&Co since 2022.

Craig has been Managing Director and Head of Investor Services and Marketing of CSC and CS&Co since 2022.

Prior to that he served as Senior Executive Vice President of CSC and CS&Co from 2018 to 2022, Executive Vice President – Client and Marketing Solutions of CSC and CS&Co from 2017 until 2018 and Executive Vice President and Chief Marketing Officer of CSC and CS&Co from 2012 until 2018.

4 unchanged sentences

He served as Senior Vice President of Schwab’s asset management and client solutions organization from 2008 to 2015.

He joined the Board of Directors of TD Ameritrade Holding Corporation in 2020, and has served on the Board of Directors of CS&Co since 2018.

He has served as a director of Charles Schwab Investment Management, Inc.

since 2016 and of CS&Co since 2018.

Crawford joined Schwab in 2001.

Martinetto has been Managing Director since 2022 of CSC and CS&Co, Senior Executive Vice President of CSC and CS&Co from 2015 to 2022, and Chief Operating Officer of CSC and CS&Co since 2018.

He served as Chief Financial Officer of CSC and CS&Co from 2007 until 2017, and Executive Vice President of CSC and CS&Co from 2007 until 2015.

He also serves on the Board of Directors of CS&Co and TD Ameritrade Holding Corporation and serves as Co-Chairman of CSB.

Martinetto has been Managing Director of CSC since 2022 and was Managing Director of CS&Co from 2022 to 2023.

He has served as Chief Operating Officer of CSC since 2018.

He served as Senior Executive Vice President of CSC and CS&Co from 2015 to 2022, Chief Operating Officer of CS&Co from 2018 to 2023, Chief Financial Officer of CSC and CS&Co from

THE CHARLES SCHWAB CORPORATION

2007 until 2017, and Executive Vice President of CSC and CS&Co from 2007 until 2015.

He has served as Co-Chairman of CSB since 2023.

From 2016 to 2022, Mr.

Martinetto was a trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Laudus Trust, and Schwab Strategic Trust.

He also served as Co-Chairman of CSB since 2023.

From 2016 to 2022, Mr.

Martinetto was a trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Laudus Trust, and Schwab Strategic Trust.

He also served on the Board of Directors of CS&Co from 2007 to 2023.

Martinetto joined Schwab in 1997.

THE CHARLES SCHWAB CORPORATION

Morgan has been Managing Director of CSC and CS&Co since 2022, Executive Vice President of CSC from 2019 to 2022, General Counsel and Corporate Secretary of CSC since 2019, and Executive Vice President and Corporate Secretary of CS&Co from 2020 to 2022.

He was Senior Vice President and Deputy General Counsel of CS&Co from 2009 to 2020.

He has served as General Counsel of CSB since 2009, including as Executive Vice President and General Counsel of CSB since 2019, and as Senior Vice President and General Counsel from 2015 to 2019.

He has served as General Counsel of CSB since 2009, including as Executive Vice President and General Counsel since 2019, and as Senior Vice President and General Counsel from 2015 to 2019.

Morgan joined Schwab in 1999.

1 unchanged sentence

He served as Senior Vice President and Chief Credit Officer of CS&Co from 2002 until 2012 and of CSC from 2008 until 2012 when he was also Head of Fixed Income Research for Charles Schwab Investment Management.

Murtagh also serves as Managing Director and Chief Risk Officer of CSB.

Murtagh joined Schwab in 2000.

12 unchanged sentences

Financial Statements

The financial statements and independent auditors’ report are included in Item 8 and are listed below:

The financial statements and independent auditors’ report are included in Part II – Item 8 and are listed below:

Consolidated Statements of Income

6 unchanged sentences

Financial Statement Schedules

Other financial statement schedules required pursuant to this Item are omitted because of the absence of conditions under which they are required or because the information is included in the Company’s consolidated financial statements and notes in Item 8.

THE CHARLES SCHWAB CORPORATION

28 unchanged sentences

Copies of instruments with respect to long-term debt of lesser amounts will be provided to the SEC upon request.

4.13 Twenty-First Supplemental Indenture, dated as of May 19, 2023, by and between The Charles Schwab Corporation and The Bank of New York Mellon Trust Company, N.A.

, as Trustee, filed as Exhibit 4.78 to the Registrant’s Form 8-K dated May 19, 2023, and incorporated herein by reference.

4.14 Twenty-Second Supplemental Indenture, dated as of May 19, 2023, by and between The Charles Schwab Corporation and The Bank of New York Mellon Trust Company, N.A.

, as Trustee, filed as Exhibit 4.79 to the Registrant’s Form 8-K dated May 19, 2023, and incorporated herein by reference.

4.15 Twenty-Third Supplemental Indenture, dated as of August 24, 2023, by and between The Charles Schwab Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, filed as Exhibit 4.82 to the Registrant’s form 8-K dated August 24, 2023, and incorporated herein by reference.

4.16 Twenty-Fourth Supplemental Indenture , dated as of November 17, 2023, by and between CSC and The Bank of New York Mellon Trust Company, N.A., as Trustee , filed as Exh ibit 4.85 to the Registrant ’ s Form 8-K dated November 17, 2023, and incorporated herein by reference.

10.4 Form of Release Agreement dated as of March 31, 1987 among BAC, Registrant, Schwab Holdings, Inc., Charles Schwab & Co., Inc., and former shareholders of Schwab Holdings, Inc., filed as the identically-numbered exhibit to Registrant’s Registration Statement No.

11 unchanged sentences

10.338 The Charles Schwab Corporation 2004 Stock Incentive Plan, as approved at the Annual Meeting of Stockholders on May 17, 2011, filed as Exhibit 10.338 to the Registrant’s Form 10-Q for the quarter ended June 30, 2016, and incorporated herein by reference.

THE CHARLES SCHWAB CORPORATION

Number Exhibit

10.341 Form of Notice and Restricted Stock Unit Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors’ Deferred Compensation Plan II and successor plans, filed as Exhibit 10.341 to the Registrant’s Form 10-K for the year ended December 31, 2011, and incorporated herein by reference.

2 unchanged sentences

10.358 Form of Notice and Stock Option Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors’ Deferred Compensation Plan II and successor plans, filed as Exhibit 10.3 58 to the Registrant’s Form 8-K dated January 24, 2013, and incorporated herein by reference.

THE CHARLES SCHWAB CORPORATION

Number Exhibit

10.359 Form of Notice and Restricted Stock Unit Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors’ Deferred Compensation Plan II and successor plans, filed as Exhibit 10.359 to the Registrant’s Form 8-K dated January 24, 2013, and incorporated herein by reference.

1 unchanged sentence

10.372 Form of Notice and Retainer Stock Option Agreement for Non-Employee Directors under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.372 to the Registrant’s Form 10-Q for the quarter ended September 30, 2016, and incorporated herein by reference.

10.374 Form of Notice and Stock Option Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors’ Deferred Compensation Plan II and successor plans, filed as Exhibit 10.373 to the Registrant’s Form 10-Q for the quarter ended September 30, 2016, incorporated herein by reference .

10.375 Form of Notice and Restricted Stock Unit Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors’ Deferred Compensation Plan II and successor plans, filed as Exhibit 10.375 to the Registrant’s Form 10-Q for the quarter ended September 30, 2016, incorporated herein by reference.

10.374 Form of Notice and Stock Option Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors’ Deferred Compensation Plan II and successor plans, filed as Exhibit 10.37 4 to the Registrant’s Form 10-Q for the quarter ended September 30, 2016, and incorporated herein by reference .

10.379 Form of Notice and Nonqualified Stock Option Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.379 to the Registrant’s Form 10-Q for the quarter ended September 30, 2017, and incorporated herein by reference.

6 unchanged sentences

10.394 Form of Notice and Restricted Stock Unit Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.394 to the Registrant’s Form 10-K for the year ended December 31, 2018, and incorporated herein by reference.

THE CHARLES SCHWAB CORPORATION

Number Exhibit

10.396 Form of Notice and Restricted Stock Unit Agreement (no accelerating vesting for retirement) under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.396 to the Registrants’ Form 10-Q for the quarter ended June 30, 2019, and incorporated herein by reference.

1 unchanged sentence

10.398 Form of Notice and Retainer Restricted Stock Unit Agreement for Non-Employee Directors under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.398 to the Registrant’s Form 10-Q for the quarter ended September 30, 2019, and incorporated herein by reference .

THE CHARLES SCHWAB CORPORATION

Number Exhibit

10.399 Form of Notice and Stock Option Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors’ Deferred Compensation Plan II and successor plans, filed as Exhibit 10.399 to the Registrant’s Form 10-Q for the quarter ended September 30, 2019, and incorporated herein by reference.

9 unchanged sentences

, and TD Ameritrade Trust Company, filed as Exhibit 10.1 to TD Ameritrade Holding Corporation’s Form 8-K dated October 6, 2020, and incorporated herein by reference.

10.407(ii) Amendment to Amended and Restated Insured Deposit Agreement, dated as of November 24, 2021, by and among TD Bank USA, National Association, TD Bank, National Association, and The Charles Schwab Corporation, TD Ameritrade, Inc., TD Ameritrade Clearing, Inc., TD Ameritrade Trust Company, and Charles Schwab & Co., Inc.

, filed as Ex hibi t 10.407(ii) to the Registrant ’ s Form 10-K for the year ended December 31, 2021, and incorporated her e in by reference.

10.407(iii) Second Amendment to Amended and Restated Insured Deposit Agreement, dated February 14, 2023, by and among TD Bank USA, National Association, TD Bank, National Association, and The Charles Schwab Corporation, TD Ameritrade, Inc., TD Ameritrade Clearing, Inc., Charles Schwab Trust Bank, as suc cessor to TD Ameritrade Trust Company, and Charles Schwab & Co., Inc.

Second Amendment to Amended and Restated Insured Deposit Agreement, dated February 14, 2023, by and among TD Bank USA, National Association, TD Bank, National Association, and The Charles Schwab Corporation, TD Ameritrade, Inc., TD Ameritrade Clearing, Inc., Charles Schwab Trust Bank, as successor to TD Ameritrade Trust Company, and Charles Schwab & Co., Inc.

, filed as Exhibit 10.407 (iii) to the Regi stra nt ’ s F orm 10-K for the year ended December 31, 2022, and incor porated herein by reference.

Second Amended and Restated Insured Deposit Account Agreement, dated May 4, 2023, by and among TD Bank USA, National Association and TD Bank, National Association, and The Charles Schwab Corporation, Charles Schwab & Co., Inc., Charles Schwab Trust Bank, TD Ameritrade, Inc., and TD Ameritrade Clearing, Inc., filed as Exhibit 10.1 to the Registrant’s Form 8-K dated May 4, 2023, and incorporated herein by reference.

THE CHARLES SCHWAB CORPORATION

Number Exhibit

10.408 Form of Notice and Performance-Based Restricted Stock Unit Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.408 to the Registrant's Form 10-K for the year ended December 31, 2019, and incorporated herein by reference.

3 unchanged sentences

10.414 Form of Notice and Stock Option Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors’ Deferred Compensation Plan II and successor plans, filed as Exhibit 10.414 to the Registrant’s Form 10-Q for the quarter ended September, 30, 2020, and incorporated herein by reference.

THE CHARLES SCHWAB CORPORATION

Number Exhibit

10.415 Form of Notice and Restricted Stock Unit Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors’ Deferred Compensation Plan II and successor plans, filed as Exhibit 10.415 to the Registrant’s Form 10-Q for the quarter ended September, 30, 2020, and incorporated herein by reference.

6 unchanged sentences

10.430 Repurchase Agreement between The Charles Schwab Corporation and TD Luxembourg International Holdings SARL, filed as Exhibit 10.1 to the Registrant’s 8-K, dated July 31, 2022, and incorporated herein by reference.

10.431 Form of Notice and Nonqualified Stock Option Agreement under The Charles Schwab Corporation 2022 Stock Incentive Plan and successor plans.

10.432 Form of Notice and Performance-Based Restricted Stock Unit Agreement under The Charles Schwab Corporation 2022 Stock Incentive Plan and successor plans.

10.433 Form of Notice and Restricted Stock Unit Agreement under The Charles Schwab Corporation 2022 Stock Incentive Plan and successor plans.

10.434 Form of Notice and Restricted Stock Unit Agreement under The Charles Schwab Corporation 2022 Stock Incentive Plan and successor plans.

21.1 Subsidiaries of the Registrant.

4 unchanged sentences

Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.

THE CHARLES SCHWAB CORPORATION

Number Exhibit

32.2 Certification Pursuant to 18 U.S.C.

Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.

97.1 T he Cha rles Schwab Corporation Section 16 Officer Incentive Compensation Recovery Policy.

101.INS Inline XBRL Instance Document (3)

37 unchanged sentences

Ellis, Director

Goldfarb /s/ William S.

Goldfarb, Director William S.

Haraf, Director

Herringer /s/ Brian M.

Herringer, Director Brian M.

Levitt, Director

Martin-Flickinger /s/ Bharat B.

Martin-Flickinger, Director Bharat B.

Masrani, Director

Ricketts /s/ Charles A.

Ricketts, Director Charles A.

Ruffel, Director

/s/ Arun Sarin /s/ Carrie Schwab-Pomerantz

Arun Sarin, Director Carrie Schwab-Pomerantz, Director

Goldfarb /s/ Frank C.

Goldfarb, Director Frank C.

Herringer, Director

Levitt /s/ Gerri K.

Martin-Flickinger

Levitt, Director Gerri K.

Martin-Flickinger, Director

/s/ Bharat B.

Masrani /s/ Todd M.

Masrani, Director Todd M.

Ricketts, Director

/s/ Charles A.

Ruffel /s/ Arun Sarin

Ruffel, Director Arun Sarin, Director

/s/ Carrie Schwab-Pomerantz /s/ Paula A.

Carrie Schwab-Pomerantz, Director Paula A.

Sneed, Director

35 unchanged sentences

Payables to brokerage clients 66,842 271 0.41 % 97,825 123 0.13 % 91,667 9 0.01 %

Short-term borrowings (6)

Other short-term borrowings (7)

7,144 375 5.25 % 2,719 48 1.75 % 3,040 9 0.30 %

Federal Home Loan Bank borrowings (6,7)

34,821 1,810 5.14 % 2,274 106 4.59 % — — —

Long-term debt 22,636 715 3.16 % 20,714 498 2.40 % 17,704 384 2.17 %

11 unchanged sentences

Net yield on interest-earning assets 1.98 % 1.78 % 1.45 %

(1) Amounts calculated based on amortized cost.

(2) In January 2022 and November 2022, the Company transferred a portion of its investment securities designated as AFS to the HTM category, as described in Item 8 – Note 6.

(1) Amounts have been calculated based on amortized cost.

(2) During 2022, the Company transferred a portion of its investment securities designated as AFS to the HTM category, as described in Part II – Item 8 – Note 5.

(3) Includes average principal balances of nonaccrual loans.

1 unchanged sentence

(5) Non-interest-earning assets include equipment, office facilities, and property – net, goodwill, acquired intangible assets – net, and other assets that do not generate interest income.

(6) Interest revenue or expense was less than $500 thousand in the period or periods presented.

(6) Average balance and interest revenue/expense was less than $500 thousand in the period or periods presented.

(7) Beginning in 2023, FHLB borrowings are presented separately from other short-term borrowings.

Prior period amounts have been reclassified to reflect this change.

(8) Non-interest-bearing liabilities consist of other liabilities that do not generate interest expense.

29 unchanged sentences

Payables to brokerage clients (40) 188 148 1 113 114

Short-term borrowings 6 139 145 6 3 9

Other short-term borrowings (5)

77 250 327 (100) 139 39

Federal Home Loan Bank borrowings (5)

1,494 210 1,704 106 — 106

Long-term debt 46 171 217 65 49 114

6 unchanged sentences

(2) Amounts have been calculated based on amortized cost.

(3) In January 2022 and November 2022, the Company transferred a portion of its investment securities designated as AFS to the HTM category, as described in Item 8 - Note 6.

(3) During 2022, the Company transferred a portion of its investment securities designated as AFS to the HTM category, as described in Part II – Item 8 – Note 5.

(4) Includes average principal balances of nonaccrual loans.

(5) Beginning in 2023, FHLB borrowings are presented separately from other short-term borrowings.

Prior period amounts have been reclassified to reflect this change.

THE CHARLES SCHWAB CORPORATION

2 unchanged sentences

Bank Loan Portfolio

The maturities of the bank loan portfolio are described below:

The maturities of the bank loan portfolio are as follows:

December 31, 2023 Within

37 unchanged sentences

The following table presents several credit ratios related to the Company’s bank loans portfolio.

See Item 8 – Note 7 for the values underlying these ratios:

See Part II – Item 8 – Note 6 for the values underlying these ratios:

December 31, 2023 2022

12 unchanged sentences

Total $ 40,234 $ — $ 38,816 .01 % $ 28,789 —

The increase in the Company’s average loan portfolio in the periods presented has been driven by growth in First Mortgages and PALs.

Growth in these loan types is due in large part to overall growth in Schwab’s client base and net new client assets during the periods presented, as well as the low interest rate environment observed from 2020 through early 2022.

The increase in the ratios of the allowance for credit losses to year-end loans and nonaccrual loans is primarily due to an increase in the allowance for credit losses due to higher modeled projections of loss rates as a result of macroeconomic factors as discussed in Item 8 – Note 7 and lower nonaccrual First Mortgages outstanding.

The increase in the Company’s average loan portfolio in the periods presented has been driven by growth in First Mortgages and PALs, with a slight decrease in PALs in 2023.

Growth in these loan types is due in large part to overall growth in Schwab’s client base and net new client assets during the periods presented, as well as a low interest rate environment observed through early 2022.

The decrease in the ratios of the allowance for credit losses to year-end loans and nonaccrual loans is primarily due to a decrease in the allowance for credit losses resulting from a decrease in projected loss rates and improved credit quality metrics in the Company’s bank loans portfolio in recent years as discussed in Part II – Item 8 – Note 6 and lower nonaccrual First Mortgages outstanding.

The following table presents the allocation of the allowance for credit losses for bank loans and loans by category as a percentage of total bank loans:

18 unchanged sentences

Interest-bearing demand deposits 37,386 0.41 % 56,306 0.15 %

Time certificates of deposit (1)

36,028 5.08 %

Total $ 306,505 $ 423,732

(1) Interest-bearing demand deposits did not exceed ten percent of average total bank deposits for the year ended December 31, 2021.

(1) Time certificates of deposit did not exceed ten percent of average total bank deposits for the year ended December 31, 2022.

As of December 31, 2023 and 2022, uninsured bank deposits totaled approximately $34.5 billion and $68.9 billion, respectively.

As of December 31, 2022, the Company’s bank deposits did not include any time deposits that were in excess of FDIC insurance limits or were otherwise uninsured.

As of December 31, 2023 and 2022, the Company’s bank deposits did not include any time deposits that were in excess of FDIC insurance limits or were otherwise uninsured.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures