What changed in this filing

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Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-23 · 114 added, 139 removed, 357 unchanged (41% of the section changed)

14 unchanged sentences

Craig , Managing Director and Head of Investor

Services and Marketing

10/31/2024 x — (4)

Carrie Schwab-Pomerantz , Director

Woolway , Managing Director and Chief Banking Officer

11/15/2024 x — (5)

Nigel Murtagh , Managing Director and Chief Risk Officer

Murtagh , Managing Director and Chief Risk Officer

11/23/2024 x — (6)

1 unchanged sentence

(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.

(3) Plans expire at the close of trading on the date presented or at 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 the aggregate of (i) up to 38,227 shares of our common stock to be acquired upon the exercise of stock options;

and (ii) the net after-tax number of shares of our common stock to be issued upon the settlement of performance-based restricted stock units (PBRSUs) vesting on March 1, 2025, which is based on the achievement of pre-established performance goals, and is not yet determinable.

The actual number of shares that will be issued to the officer in connection with the unvested PBRSUs 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 PBRSUs.

(5) Securities to be sold under the plan represent the aggregate of (i) up to 26,420 shares of our common stock;

(ii) up to 35,970 shares of our common stock to be acquired upon the exercise of stock options;

and (iii) the net after-tax number of shares of our common stock to be issued upon the settlement of PBRSUs vesting on March 1, 2025, which is based on the achievement of pre-established performance goals, and is not yet determinable.

(6) Securities to be sold under the plan represent the aggregate of (i) up to 45,872 shares of our common stock to be acquired upon the exercise of stock options;

and (ii) the net after-tax number of shares of our common stock to be issued upon the settlement of PBRSUs vesting on March 1, 2025, which is based on the achievement of pre-established performance goals, and is not yet determinable.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Not applicable.

THE CHARLES SCHWAB CORPORATION

Directors, Executive Officers, and Corporate Governance

The information relating to directors of CSC required to be furnished pursuant to this item is incorporated by reference from portions of the Company’s definitive proxy statement for its annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A by April 30, 2024 (the Proxy Statement).

The information relating to directors of CSC, CSC’s Audit Committee, Section 16 reports, and insider trading policies and procedures required to be furnished pursuant to this item is incorporated by reference from portions of the Company’s definitive proxy statement for its annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A by April 30, 2025 (the Proxy Statement) captioned, “Proposal One:

Election of Directors,” “Board Structure and Committees,” “Delinquent Section 16(a) Reports,” and “Insider Trading Policy,” respectively.

The Company’s Code of Conduct and Business Ethics, applicable to directors and all employees, including senior financial officers, is available on the Company’s website at https://www.aboutschwab.com/governance .

If the Company makes any amendments to or grants any waivers from its Code of Conduct and Business Ethics, which are required to be disclosed pursuant to the Securities Exchange Act of 1934, the Company will make such disclosures on this website.

THE CHARLES SCHWAB CORPORATION

Schwab Executive Officers of the Registrant

3 unchanged sentences

Schwab 87 Co-Chairman of the Board

Bettinger II 63 Co-Chairman of the Board and Chief Executive Officer

Wurster 50 President

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

Bettinger II 64 Co-Chairman of the Board

Wurster 51 President and Chief Executive Officer

59 Managing Director and Head of Advisor Services

Craig 53 Managing Director and Head of Investor Services

Morgan III 60 Managing Director, General Counsel, and Corporate Secretary

Murtagh 61 Managing Director and Chief Risk Officer

56 Managing Director and Chief Financial Officer

59 Managing Director and Chief Banking Officer

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

3 unchanged sentences

He served as Chairman of the Board and a director of CS&Co until 2018.

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

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.

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.

Wurster has been President of CSC since 2021 and has served as President and director of CS&Co since 2021.

He served as CEO of Charles Schwab Investment Management, Inc.

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.

from 2018 to 2021.

Wurster was CEO of ThomasPartners, Inc.

and Windhaven Investment Management, Inc., subsidiaries of CSC, from 2016 to 2018.

Bettinger has served as a member of the board since 2008 and as Co-Chairman of the Board since 2022.

He served as Chief Executive Officer of the company from 2008 through December 2024 and served as President of the company from 2007 until 2021.

He also served as Chief Operating Officer from 2007 until 2008, Executive Vice President and President – Schwab Investor Services from 2005 until 2007, Executive Vice President and Chief Operating Officer – Individual Investor Enterprise from 2004 until 2005, Executive Vice President and President – Corporate Services from 2002 until 2004, and Executive Vice President and President – Retirement Plan Services from 2000 until 2002.

Bettinger joined Schwab in 1995 as part of the acquisition of The Hampton Company, which he founded in 1983.

Wurster has served as Chief Executive Officer and as a director of CSC since January 2025, and as President of the company since 2021.

He previously served as Executive Vice President and Head of Schwab Asset Management Services in 2021 and Head of Schwab Asset Management Solutions from 2019 to 2021.

Wurster was Chief Executive Officer of Charles Schwab Investment Management, Inc., a subsidiary of the company, from 2019 to 2021, and of Charles Schwab Investment Advisory, Inc., a subsidiary of the company, from 2018 to 2021.

He was also Chief Executive Officer of ThomasPartners, Inc.

and Windhaven Investment Management, Inc., subsidiaries of the company, from 2016 to 2018.

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

Before joining the company, Mr.

Wurster was employed at Wellington Management and at McKinsey & Company where he was a leader of the asset management practice and an Associate Principal.

Wurster joined Schwab in 2016.

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.

Clark served as Senior Vice President – Schwab Institutional Sales of CS&Co.

Clark joined Schwab in 1998.

THE CHARLES SCHWAB CORPORATION

Beatty has been Managing Director and Head of Advisor Services of CSC and CS&Co since 2024.

Prior to that he served as Managing Director of CS&Co and Trust Bank from 2022 to 2024, Senior Vice President – Advisor Services of CS&Co from 2011 to 2022, Senior Vice President of Trust Bank from 2019 to 2022, and Senior Vice President of CSB from 2019 to 2020.

Since joining the company, he has held sales and leadership positions within Advisor Services.

He has been a member of the Advisor Services leadership team for more than 15 years.

Beatty joined Schwab in 1997.

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

1 unchanged sentence

Craig joined Schwab in 2000.

Crawford has been Managing Director of CSC and CS&Co since 2022, Executive Vice President from 2017 to 2022 of CSC and CS&Co and Chief Financial Officer of CSC and CS&Co since 2017.

Prior to his appointment as Chief Financial Officer, Mr.

Crawford was Executive Vice President of Finance of CS&Co from 2015 to 2017.

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

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 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.

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.

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

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 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 Managing Director and General Counsel since 2022, as Executive Vice President and General Counsel from 2019 to 2022, and as Senior Vice President and General Counsel from 2015 to 2019.

Morgan joined Schwab in 1999.

Murtagh has been Managing Director and Chief Risk Officer of CSC and CS&Co since 2022 and was Executive Vice President and Chief Risk Officer of CSC and CS&Co from 2012 to 2022.

Murtagh has been Managing Director and Chief Risk Officer of CSC since 2022 and was Executive Vice President and Chief Risk Officer of CSC and CS&Co from 2012 to 2022.

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 joined Schwab in 2000.

Verdeschi has served as Managing Director and Chief Financial Officer of CSC and CS&Co since October 2024.

Prior to that he served as Managing Director and Deputy Chief Financial Officer of CSC and CS&Co from May 2024 to October 2024.

Before joining the company, he spent over 30 years at Citigroup, where he was Treasurer from 2017 to October 2023.

During his tenure at Citigroup, in addition to serving as Treasurer, Mr.

Verdeschi held leadership positions in finance, treasury, and product with increasing levels of responsibility at the firm, including serving as Chief Investment Officer and Head of Rates Portfolio Management.

Verdeschi joined Schwab in 2024.

Woolway has been President of CSB since 2010 and Chief Executive Officer of CSB since 2015, President and Chief Executive Officer of CSPB since 2017, and President and Chief Executive Officer of Trust Bank since 2018.

He has been Managing Director of CSC since 2022 and Chief Banking Officer of CSC since 2023.

He has spent his entire career in the financial services sector, and since 2000 he has held senior executive positions in the banking industry.

Woolway joined Schwab in 2010.

Executive Compensation

The information required to be furnished pursuant to this item is incorporated by reference from portions of the Proxy Statement.

In addition, the information from a portion of the Proxy Statement under “Compensation Committee Report,” is incorporated by reference from the Proxy Statement and furnished on this Form 10-K, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

The information required to be furnished pursuant to this item is incorporated by reference from portions of the Proxy Statement captioned “Proposal Three:

Advisory Approval of Named Executive Officer Compensation” and “Director Compensation.”

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required to be furnished pursuant to this item is incorporated by reference from portions of the Proxy Statement.

The information required to be furnished pursuant to this item is incorporated by reference from portions of the Proxy Statement captioned “Securities Authorized for Issuance Under Equity Compensation Plans” and “Security Ownership of Certain Beneficial Owners and Management.”

Certain Relationships and Related Transactions, and Director Independence

The information required to be furnished pursuant to this item is incorporated by reference from portions of the Proxy Statement.

The information required to be furnished pursuant to this item is incorporated by reference from portions of the Proxy Statement captioned “Transactions With Related Persons” and “Director Independence.”

Principal Accountant Fees and Services

The information required to be furnished pursuant to this item is incorporated by reference from a portion of the Proxy Statement.

The information required to be furnished pursuant to this item is incorporated by reference from a portion of the Proxy Statement captioned “Proposal Two:

Ratification of the Selection of Independent Auditors.”

THE CHARLES SCHWAB CORPORATION

Exhibits, Financial Statement Schedules

Exhibits and Financial Statement Schedules

(a) Documents filed as part of this Report

13 unchanged sentences

Number Exhibit

2.1 Agreement and Plan of Merger, dated as of November 24, 2019, by and among the Registrant, Americano Acquisition Corp., and TD Ameritrade Holding Corporation, filed as Exhibit 2.1 to the Registrant’s Form 8-K dated November 24, 2019, and incorporated herein by reference.

2.2 Amendment No.

1 to Agreement and Plan of Merger, dated as of May 14, 2020, by and among the Registrant, Americano Acquisition Corp., and TD Ameritrade Holding Corporation, filed as Exhibit 2.2 to the Registrant's Form 8-K dated May 14, 2020, and incorporated herein by reference.

3.11 Fifth Restated Certificate of Incorporation, effective May 7, 2001, of the Registrant, filed as Exhibit 3.11 to the Registrant’s Form 10-K for the year ended December 31, 2016, and incorporated herein by reference.

22 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.

33-16192 on Form S-1 and incorporated herein by reference.

10.57 Registration Rights and Stock Restriction Agreement, dated as of March 31, 1987, between the Registrant and the holders of the Common Stock, filed as Exhibit 4.23 to Registrant’s Registration Statement No.

33-16192 on Form S-1 and incorporated herein by reference.

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 F orm 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 Exhibit 4.85 to the Registrant’s Form 8-K dated November 17, 2023, and incorporated herein by reference.

10.72 Restatement of Assignment and License, as amended January 25, 1988, among Charles Schwab & Co., Inc., Charles R.

6 unchanged sentences

10.319 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 10.319 to the Registrant’s Form 10-K for the year ended December 31, 2008, and incorporated herein by reference .

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.

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.

THE CHARLES SCHWAB CORPORATION

Number Exhibit

10.354 Form of Notice and Nonqualified Stock Option Agreement under The Charles Schwab Corporation 2004 Stock Incentive Plan and successor plans, filed as Exhibit 10.354 to the Registrant’s Form 8-K dated January 24, 2013, and incorporated herein by reference.

10.356 Form of Notice and Retainer Stock Option Agreement for Non-Employee Directors under The Charles Schwab Corporation 2004 Stock Incentive Plan and successor plans, filed as Exhibit 10.356 to the Registrant’s Form 8-K dated January 24, 2013, and incorporated herein by reference.

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 10.358 to the Registrant’s Form 8-K dated January 24, 2013, and incorporated herein by reference.

12 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.

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.

THE CHARLES SCHWAB CORPORATION

Number Exhibit

10.397 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 10.397 to the Registrant’s Form 10-Q for the quarter ended September 30, 2019, and incorporated herein by reference.

5 unchanged sentences

10.404 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 10.404 to the Registrants’ Form 10-Q for the quarter ended September 30, 2019, and incorporated herein by reference.

10.405 Stockholder Agreement, dated as of November 24, 2019, by and between the Registrant and the Toronto-Dominion Bank, filed as Exhibit 10.1 to the Registrant’s Form 8-K dated November 24, 2019, and incorporated herein by reference.

10.406 Registration Rights Agreement by and among the Registrant, Charles R.

Schwab, The Toronto-Dominion Bank, and certain other stockholders, filed as Exhibit 10.5 to the Registrant’s Form 8-K dated November 24, 2019, and incorporated herein by reference.

10.407 Amended and Restated Insured Deposit Account Agreement by and among TD Bank USA, National Association, TD Bank, National Association, and the Registrant, filed as Exhibit 10.6 to the Registrant’s Form 8-K dated November 24, 2019, and incorporated herein by reference.

10.407(i) Consent, Agreement , and Joinder to the Amended and Restated IDA Agreement, dated as of October 6, 2020, by and among Charles Schwab & Co., Inc., TD Ameritrade, Inc., TD Ameritrade Clearing, Inc.

, 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 Exhibit 10.407(ii) to the Registrant’s Form 10-K for the year ended December 31, 2021, and incorporated herein by reference.

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.

5 unchanged sentences

10.429 The Charles Schwab Corporation 2022 Stock Incentive Plan, filed as Exhibit 10.1 to the Registrant’s Form 8-K, dated May 17, 2022, and incorporated herein by reference.

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.

10.431 Form of Notice and Nonqualified Stock Option Agreement under The Charles Schwab Corporation 2022 Stock Incentive Plan and successor plans , filed as Exhibit 10.431 to the R egistrant ’ s Form 10-K for the year ended December 31, 2023, and incorporated by reference .

10.432 Form of Notice and Performance-Based Restricted Stock Unit Agreement under The Charles Schwab Corporation 2022 Stock Incentive Plan and successor plans , filed as Exhibit 10.43 2 to the Registrant’s Form 10-K for the year ended December 31, 2023, and incorporated by reference.

10.433 Form of Notice and Restricted Stock Unit Agreement under The Charles Schwab Corporation 2022 Stock Incentive Plan and successor plans, filed as Exhibit 10.433 to the Registrant’s Form 10-K for the year ended December 31, 2023, and incorporated by reference .

10.434 Form of Notice and Restricted Stock Unit Agreement under The Charles Schwab Corporation 2022 Stock Incentive Plan and successor plans, filed as Exhibit 10.434 to the Registrant’s Form 10-K for the year ended December 31, 2023, and incorporated by reference.

19.1 The Cha rles Schwab Co rporation Insider Trading Policy .

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.

97.1 The Charles Schwab Corporation Section 16 Officer Incentive Compensation Recovery Policy , filed as Exhibit 97 .1 to the Re gistrant ’ s Form 10 -K for the year ended Dece mber 31, 2023, and in corporated by reference.

101.INS Inline XBRL Instance Document (3)

1 unchanged sentence

101.CAL Inline XBRL Taxonomy Extension Calculation (3)

THE CHARLES SCHWAB CORPORATION

Number Exhibit

101.DEF Inline XBRL Extension Definition (3)

4 unchanged sentences

(3) Attached as Exhibit 101 to this Annual Report on Form 10-K for the annual period ended December 31, 2024, are the following materials formatted in XBRL (Extensible Business Reporting Language) (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Stockholders’ Equity, and (vi) Notes to Consolidated Financial Statements.

* The schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

Schwab agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon request.

* Certain confidential information contained in this agreement has been omitted because it is not material and would be competitively harmful if publicly disclosed.

3 unchanged sentences

THE CHARLES SCHWAB CORPORATION

/s/ Walter W.

Co-Chairman of the Board and Chief Executive Officer

/s/ Richard A.

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated, on February 26, 2025.

Signature / Title Signature / Title

/s/ Walter W.

Bettinger II /s/ Peter Crawford

Bettinger II, Peter Crawford,

Co-Chairman of the Board and Chief Executive Officer

(principal executive officer) Managing Director and Chief Financial Officer

/s/ Richard A.

/s/ Michael D.

President and Chief Executive Officer and Director

(principal executive officer)

Managing Director and Chief Financial Officer

(principal financial and accounting officer)

/s/ Charles R.

Schwab /s/ John K.

Schwab, Co-Chairman of the Board John K.

Adams, Jr., Director

Schwab /s/ Walter W.

Schwab, Co-Chairman of the Board Walter W.

Bettinger II, Co-Chairman of the Board

/s/ Marianne C.

Brown /s/ Joan T.

Brown, Director Joan T.

Dea, Director

Adams, Jr., Director

Brown, Director

/s/ Christopher V.

Dodds /s/ Stephen A.

Dea, Director

Christopher V.

Dodds, Director Stephen A.

Dodds, Director

/s/ Stephen A.

Ellis, 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.

Martin-Flickinger /s/ Todd M.

Martin-Flickinger, Director Todd M.

Ricketts, Director

/s/ Charles A.

Ruffel /s/ Arun Sarin

Ruffel, Director Arun Sarin, Director

/s/ Arun Sarin

Ruffel, Director

Arun Sarin, Director

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

36 unchanged sentences

Bank deposits $ 256,212 $ 3,152 1.23 % $ 306,505 $ 3,363 1.10 % $ 424,168 $ 723 0.17 %

Payables to brokers, dealers, and clearing

organizations (3,5)

8,522 372 4.30 % 4,477 147 3.23 % 5,884 48 0.81 %

Payables to brokerage clients 72,776 272 0.37 % 66,842 271 0.41 % 97,825 123 0.13 %

5 unchanged sentences

Total interest-bearing liabilities (5)

Securities lending expense 147 48 24

392,841 6,391 1.62 % 442,425 6,681 1.51 % 553,584 1,546 0.28 %

Other interest expense 2 3 (1)

9 unchanged sentences

(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.

(2) Includes average principal balances of nonaccrual loans.

1 unchanged sentence

(4) 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) 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.

(5) Beginning in 2024, payables to brokers, dealers, and clearing organizations is presented separately from non-interest-bearing liabilities and included in total interest-bearing liabilities.

This line item includes securities loaned and related interest expense.

Prior period amounts have been reclassified to reflect this change.

29 unchanged sentences

Bank deposits $ (553) $ 342 $ (211) $ (200) $ 2,840 $ 2,640

Payables to brokers, dealers, and clearing organizations (4)

131 94 225 (11) 110 99

Payables to brokerage clients 24 (23) 1 (40) 188 148

4 unchanged sentences

Long-term debt 14 117 131 46 171 217

Securities lending expense — 99 99 — 24 24

Other interest expense — (1) (1) — 4 4

Total sources on which interest is paid (4)

(881) 590 (291) 1,366 3,773 5,139

Change in net interest revenue (4)

$ 253 $ (536) $ (283) $ (3,629) $ 2,374 $ (1,255)

Changes that are not due solely to volume or rate have been allocated to rate.

1 unchanged sentence

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

(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.

(3) Includes average principal balances of nonaccrual loans.

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

(4) Beginning in 2024, payables to brokers, dealers, and clearing organizations is presented separately within total sources on which interest is paid.

This line item includes securities loaned and related interest expense.

Prior period amounts have been reclassified to reflect this change.

59 unchanged sentences

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.

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.

Although nonaccrual First Mortgages outstanding increased in 2024 compared to 2023, the ratios of the allowance for credit losses to year-end loans and nonaccrual loans decreased primarily due to the 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 7.

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:

17 unchanged sentences

Money market and other savings deposits $ 200,074 0.56 % $ 233,091 0.59 %

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

Time certificates of deposit

37,390 5.22 % 36,028 5.08 %

Interest-bearing demand deposits (1)

— — 37,386 0.41 %

Total $ 237,464 $ 306,505

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

(1) Interest-bearing demand deposits did not exceed ten percent of average total bank deposits for the year ended December 31, 2024.

As of December 31, 2024 and 2023, uninsured bank deposits totaled approximately $32.7 billion and $34.5 billion, respectively.

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.

As of December 31, 2024 and 2023, the Company’s bank deposits did not include any time deposits that were in excess of FDIC insurance limits or 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