Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of disclosure controls and procedures: The management of the Company, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of December 31, 2025. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2025.
Changes in internal control over financial reporting : No change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) was identified during the quarter ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting and the Report of Independent Registered Public Accounting Firm are included in Item 8.
Item 9B. Other Information
During the three months ended December 31, 2025, certain of our officers adopted or terminated trading arrangements for the sale of shares of our common stock as follows:
Plans
Action Date Rule 10b5-1 (1)
Non-Rule 10b5-1 (2)
Number of Securities to
be Sold Latest
Expiration (3)
Jonathan M. Craig , Managing Director and Head of Investor
Services
Adoption 11/11/2025 x — (4)
11/6/2026
Paul V. Woolway , Managing Director and Chief Banking Officer
Adoption 11/24/2025 x — (5)
10/9/2026
Nigel J. Murtagh , Managing Director and Chief Risk Officer
Adoption 11/25/2025 x — (6)
10/9/2026
(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 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 139,948 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, 2026, 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 41,898 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, 2026, 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.
(6) Securities to be sold under the plan represent the aggregate of (i) up to 93,972 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, 2026, 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.
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers, and Corporate Governance
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, 2026 (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.
Schwab Executive Officers of the Registrant
The following table provides certain information about each of the Company’s executive officers.
Executive Officers of the Registrant
Name Age Title
Charles R. Schwab 88 Co-Chairman of the Board
Walter W. Bettinger II 65 Co-Chairman of the Board
Richard A. Wurster 52 President and Chief Executive Officer
Jonathan S. Beatty
60 Managing Director and Head of Advisor Services
Jonathan M. Craig 54 Managing Director and Head of Investor Services
Dennis W. Howard
57 Managing Director, Chief Technology, Operations and Data Officer
Peter J. Morgan III 61 Managing Director, General Counsel, and Corporate Secretary
Nigel J. Murtagh 62 Managing Director and Chief Risk Officer
Michael D. Verdeschi
57 Managing Director and Chief Financial Officer
Paul V. Woolway
60 Managing Director and Chief Banking Officer
Mr. Schwab has been a director of CSC since its incorporation in 1986. He served as Chairman of the Board from 1986 to 2022 and has served as Co-Chairman of the Board since 2022. He also served as Chief Executive Officer of CSC from 1986 to 1997 and as Co-Chief Executive Officer from 1998 until 2003. He was re-appointed Chief Executive Officer in 2004 and served in that role until 2008. He served as Chairman of the Board and a director of CS&Co until 2018.
Mr. 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. Mr. Bettinger joined Schwab in 1995 as part of the acquisition of The Hampton Company, which he founded in 1983.
Mr. 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. Mr. 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 &
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Company where he was a leader of the asset management practice and an Associate Principal. Mr. Wurster joined Schwab in 2016.
Mr. 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. Mr. Beatty joined Schwab in 1997.
Mr. Craig has been Managing Director and Head of Investor Services and Marketing of CSC since 2022 and President of CS&Co since 2025. 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. Mr. Craig joined Schwab in 2000.
Mr. Howard has been Managing Director, Chief Technology, Operations and Data Officer of CSC and CS&Co since January 2026. Prior to that, he served as Managing Director and Chief Information Officer for CSC and CS&Co from 2022 to 2026, Executive Vice President and Chief Information Officer of CSC and CS&Co from 2016 to 2022, and Senior Vice President-Core Technology Solutions for CSC and CS&Co from 2014 to 2016. Before joining the company, Mr. Howard spent 12 years at Visa Inc. serving in various information technology roles across a number of disciplines, including as Senior Vice President and Chief Information Officer. Mr. Howard joined Schwab in 2014.
Mr. 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 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. Mr. Morgan joined Schwab in 1999.
Mr. 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. Mr. Murtagh joined Schwab in 2000.
Mr. 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. Mr. Verdeschi joined Schwab in 2024.
Mr. 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. Mr. Woolway joined Schwab in 2010.
Item 11. Executive Compensation
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.”
Item 12. 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 captioned “Securities Authorized for Issuance Under Equity Compensation Plans” and “Security Ownership of Certain Beneficial Owners and Management.”
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Item 13. 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 captioned “Transactions With Related Persons” and “Director Independence.”
Item 14. 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 captioned “Proposal Two: Ratification of the Selection of Independent Auditors.”
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as part of this Report
1. Financial Statements
The financial statements and independent auditors’ report are included in Part II – Item 8 and are listed below:
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Balance Sheets
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
2. 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 Part II – Item 8.
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THE CHARLES SCHWAB CORPORATION
(b) Exhibits
The exhibits listed below are filed as part of this Annual Report on Form 10-K.
Exhibit
Number Exhibit
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.
3.11(i) Amendment to Fifth Restated Certificate of Incorporation of the Registrant, effective October 6, 2020, filed as Exhibit 3.1 to the Registrant’s Form 8-K dated October 2, 2020, and incorporated herein by reference.
3.18 Certificate of Designations of 5.95% Non-Cumulative Perpetual Preferred Stock, Series D, of The Charles Schwab Corporation, filed as Exhibit 3.1 to the Registrant’s Form 8-K dated March 7, 2016, and incorporated herein by reference.
3.20 Certificate of Designations of 5.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series F, of The Charles Schwab Corporation, filed as Exhibit 3.1 to the Registrant’s Form 8-K dated October 31, 2017, and incorporated herein by reference.
3.22 Certificate of Designations of 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series H, of The Charles Schwab Corporation, filed as Exhibit 3.1 to the Registrant’s Form 8-K dated December 8, 2020, and incorporated herein by reference.
3.23 Certificate of Designations of 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I, of The Charles Schwab Corporation, filed as Exhibit 3.1 to the Registrant’s Form 8-K dated March 15, 2021, and incorporated herein by reference.
3.24 Certificate of Designations of 4.450% Non-Cumulative Perpetual Preferred Stock, Series J, of The Charles Schwab Corporation, filed as Exhibit 3.1 to the Registrant’s Form 8-K dated March 29, 2021, and incorporated herein by reference.
3.26 Certificate of Designations of 5.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series K, of The Charles Schwab Corporation, filed as Exhibit 3.1 to the Registrant’s Form 8-K dated March 3, 2022, and incorporated herein by reference.
3.28 Certificate of Elimination of the Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A of The Charles Schwab Corporation, filed as Exhibit 3.1 to the Registrant’s Form 8-K dated November 1, 2022, and incorporated herein by reference.
3.29 Certificate of Elimination of the 4.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E of The Charles Schwab Corporation, filed as Exhibit 3.1 to the Registrant’s Form 8-K dated December 1, 2022, and incorporated herein by reference.
3.30 Amended and Restated Bylaws of The Charles Schwab Corporation, effective January 26, 2023, filed as Exhibit 3.1 to the Registrant’s Form 8-K dated January 26, 2023, and incorporated herein by reference.
3.31 Certificate of Elimination of the 5.375% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series G, of The Charles Schwab Corporation, filed as Exhibit 3.1 to the Registrant’s Form 8-K dated June 2, 2025, and incorporated herein by reference .
4.3 Deposit Agreement, dated March 7, 2016, between the Company and Wells Fargo Bank, N.A., as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto), filed as Exhibit 4.1 to the Registrant’s Form 8-K dated March 7, 2016, and incorporated herein by reference.
4.5 Deposit Agreement, dated October 31, 2017, between the Company and Wells Fargo Bank, N.A., as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto), filed as Exhibit 4.1 to the Registrant’s Form 8-K dated October 31, 2017, and incorporated herein by reference.
4.6 Deposit Agreement, dated April 30, 2020, between the Company and Equiniti Trust Company, as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto), filed as Exhibit 4.1 to the Registrant’s Form 8-K dated April 30, 2020, and incorporated herein by reference.
4.7 Deposit Agreement, dated December 11, 2020, between the Company and Equiniti Trust Company, as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto), filed as Exhibit 4.1 to the Registrant’s Form 8-K dated December 8, 2020, and incorporated herein by reference.
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Exhibit
Number Exhibit
4.8 Deposit Agreement, dated March 18, 2021, between the Company and Equiniti Trust Company, as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto), filed as Exhibit 4.1 to the Registrant’s Form 8-K dated March 15, 2021, and incorporated herein by reference.
4.9 Deposit Agreement, dated March 30, 2021, between the Company and Equiniti Trust Company, as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto), filed as Exhibit 4.1 to the Registrant’s Form 8-K dated March 29, 2021, and incorporated herein by reference.
4.10 Deposit Agreement, dated March 4, 2022, between the Company and Equiniti Trust Company, as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto), filed as Exhibit 4.1 to the Registrant’s Form 8-K dated March 3, 2022, and incorporated herein by reference.
4.11 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
4.12 Neither the Registrant nor its subsidiaries are parties to any instrument with respect to long-term debt for which securities authorized thereunder exceed 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis. 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 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. Schwab, and the Registrant, filed as Exhibit 10.72 to the Registrant’s Form 10-K for the year ended December 31, 2014, and incorporated herein by reference.
10.267 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 10.267 to the Registrant’s Form 10-K for the year ended December 31, 2004, and incorporated herein by reference.
(2)
10.271 The Charles Schwab Corporation Directors’ Deferred Compensation Plan, as amended through December 8, 2004, filed as Exhibit 10.271 to the Registrant’s Form 10-K for the year ended December 31, 2014, and incorporated herein by reference.
(2)
10.272 The Charles Schwab Corporation Deferred Compensation Plan, as amended through December 8, 2004, filed as Exhibit 10.272 to the Registrant’s Form 10-K for the year ended December 31, 2014, and incorporated herein by reference.
(2)
10.314 Employment Agreement dated as of March 13, 2008, between the Registrant and Charles R. Schwab, filed as Exhibit 10.314 to the Registrant's Form 10-K for the year ended December 31, 2018, and incorporated herein by reference.
(2)
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 .
(2)
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)
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THE CHARLES SCHWAB CORPORATION
Exhibit
Number Exhibit
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.
(2)
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.
(2)
10.370 Form of Notice and Nonqualified Stock Option Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.370 to the Registrant’s Form 10-Q for the quarter ended September 30, 2016, and incorporated herein by reference.
(2)
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.
(2)
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 10.374 to the Registrant’s Form 10-Q for the quarter ended September 30, 2016, and incorporated herein by reference .
(2)
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, and incorporated herein by reference.
(2)
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.
(2)
10.381 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 10.381 to the Registrant’s Form 10-Q for the quarter ended September 30, 2017, and incorporated herein by reference.
(2)
10.383 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 10.383 to the Registrant’s Form 10-Q for the quarter ended September 30, 2017, and incorporated herein by reference .
(2)
10.384 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 10.384 to the Registrant’s Form 10-Q for the quarter ended September 30, 2017, and incorporated herein by reference.
(2)
10.387 Form of Notice and Nonqualified Stock Option Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.387 to the Registrant’s Form 10-K for the year ended December 31, 2017, and incorporated herein by reference.
(2)
10.393 Form of Notice and Nonqualified Stock Option Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.393 to the Registrant’s Form 10-K for the year ended December 31, 2018, and incorporated herein by reference.
(2)
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.
(2)
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.
(2)
10.401 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 10.401 to the Registrant’s Form 10-Q for the quarter ended September 30, 2019, and incorporated herein by reference.
(2)
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Exhibit
Number Exhibit
10.402 Form of Notice and Nonqualified Stock Option Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.402 to the Registrant’s Form 10-Q for the quarter ended September 30, 2019, and incorporated herein by reference.
(2)
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 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. *
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.
(2)
10.410 2013 Stock Incentive Plan, as amended and restated, filed as Exhibit 10.410 to the Registrant’s Form 8-K dated May 12, 2020, and incorporated herein by reference.
(2)
10.412 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 10.412 to the Registrant’s Form 10-Q for the quarter ended September, 30, 2020, and incorporated herein by reference.
(2)
10.413 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 10.413 to the Registrant’s Form 10-Q for the quarter ended September, 30, 2020, and incorporated herein by reference.
(2)
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.
(2)
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.
(2)
10.423 The Charles Schwab Corporation Deferred Compensation Plan II, as amended and restated as of December 8, 2020, filed as Exhibit 10.423 to the Registrant’s Form 10-K for the year ended December 31, 2020, and incorporated herein by reference.
(2)
10.426 Form of Notice and Restricted Stock Unit Agreement under The Charles Schwab Corporation 2013 Stock Incentive Plan and successor plans, filed as Exhibit 10.426 to the Registrant’s Form 10-K for the year ended December 31, 2021, and incorporated by reference.
(2)
10.427 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 10.427 to the Registrant’s Form 10-K for the year ended December 31, 2021, and incorporated by reference.
(2)
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.
(2)
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 Registrant’s Form 10-K for the year ended December 31, 2023, and incorporated by reference.
(2)
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 10.432 to the Registrant’s Form 10-K for the year ended December 31, 2023, and incorporated by reference.
(2)
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.
(2)
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Exhibit
Number Exhibit
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.
(2)
10.435 The Charles Schwab Corporation Corporate Executive Bonus Plan, as amended and restated effective January 1, 2026.
(2)
10.436 The Charles Schwab Severance Pay Plan, as amended and restated effective January 1, 2026.
(2)
10.437 Summary of Non-Employee Director Compensation.
(2)
10.438 Form of Notice and Nonqualified Stock Option Grant Agreement under The Charles Schwab Corporation 2022 Stock Incentive Plan and successor plans.
(2)
10.439 Form of Notice and Performance-Based Restricted Stock Unit Grant Agreement under The Charles Schwab Corporation 2022 Stock Incentive Plan and successor plans.
(2)
10.440 Form of Notice and Restricted Stock Unit Agreement under The Charles Schwab Corporation 2022 Stock Incentive Plan and successor plans.
(2)
10.441 Form of Notice and Restricted Stock Unit Agreement (no accelerated vesting for retirement) under The Charles Schwab Corporation 2022 Stock Incentive Plan and successor plans.
(2)
10.442 Form of Notice and Restricted Stock Unit Agreement under The Charles Schwab Corporation 2022 Stock Incentive Plan and successor plans.
(2)
19.1 The Charles Schwab Corporation Insider Trading Policy.
21.1 Subsidiaries of the Registrant.
23.1 Independent Registered Public Accounting Firm’s Consent.
31.1 Certification Pursuant to Rule 13a-14(a)/15d-14(a), As Adopted Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.
31.2 Certification Pursuant to Rule 13a-14(a)/15d-14(a), As Adopted Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.
32.1 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
(1)
32.2 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
(1)
97.1 The Charles Schwab Corporation Section 16 Officer Incentive Compensation Recovery Policy, filed as Exhibit 97.1 to the Registrant’s Form 10-K for the year ended December 31, 2023, and incorporated by reference.
101.INS Inline XBRL Instance Document (3)
101.SCH Inline XBRL Taxonomy Extension Schema (3)
101.CAL Inline XBRL Taxonomy Extension Calculation (3)
101.DEF Inline XBRL Extension Definition (3)
101.LAB Inline XBRL Taxonomy Extension Label (3)
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
(1) Furnished as an exhibit to this annual report on Form 10-K.
(2) Management contract or compensatory plan.
(3) Attached as Exhibit 101 to this Annual Report on Form 10-K for the annual period ended December 31, 2025, are the following materials formatted in XBRL (Extensible Business Reporting Language) (i) Part 1 – Item 1C, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Balance Sheets, (v) the Consolidated Statements of Stockholders’ Equity, (vi) the Consolidated Statements of Cash Flows, (vii) Notes to Consolidated Financial Statements, and (viii) Part II – Item 9B.
* Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
Item 16. Form 10-K Summary
None.
-128-
THE CHARLES SCHWAB CORPORATION
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 25, 2026.
THE CHARLES SCHWAB CORPORATION
(Registrant)
BY: /s/ Richard A. Wurster
Richard A. Wurster,
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 25, 2026.
Signature / Title Signature / Title
/s/ Richard A. Wurster
/s/ Michael Verdeschi
Richard A. Wurster,
Michael Verdeschi,
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/ Walter W. Bettinger II
Charles R. Schwab, Co-Chairman of the Board Walter W. Bettinger II, Co-Chairman of the Board
/s/ John K. Adams, Jr.
/s/ Marianne C. Brown
John K. Adams, Jr., Director
Marianne C. Brown, Director
/s/ Joan T. Dea
/s/ Christopher V. Dodds
Joan T. Dea, Director
Christopher V. Dodds, Director
/s/ Stephen A. Ellis
/s/ Frank C. Herringer
Stephen A. Ellis, Director
Frank C. Herringer, Director
/s/ Gerri K. Martin-Flickinger /s/ Charles A. Ruffel
Gerri K. Martin-Flickinger, Director Charles A. Ruffel, Director
/s/ Arun Sarin
/s/ Carrie Schwab-Pomerantz
Arun Sarin, Director
Carrie Schwab-Pomerantz, Director
/s/ Paula A. Sneed
Paula A. Sneed, Director
- 129 -
THE CHARLES SCHWAB CORPORATION
SUPPLEMENTAL INFORMATION
Disclosure Page
Average Balance Sheets and Net Interest Revenue F-2
Analysis of Changes in Net Interest Revenue F-3
Bank Loan Portfolio F-4
Allowance for Credit Losses on Bank Loans F-5
Bank Deposits F-6
F-1
THE CHARLES SCHWAB CORPORATION
Supplemental Financial Data (Unaudited)
(Dollars in Millions)
As a savings and loan holding company, the Company provides the following supplemental information pursuant to Subpart 1400 of Regulation S-K. Other information required by Subpart 1400 of Regulation S-K is presented throughout this Annual Report on Form 10-K.
1. Average Balance Sheets and Net Interest Revenue
For the Year Ended December 31, 2025 2024 2023
Average Average Average Average Average Average
Balance Interest Rate Balance Interest Rate Balance Interest Rate
Assets:
Cash and cash equivalents $ 28,054 $ 1,189 4.18 % $ 29,676 $ 1,539 5.10 % $ 37,846 $ 1,894 4.94 %
Cash and investments segregated 44,359 1,862 4.14 % 28,450 1,443 4.99 % 28,259 1,355 4.73 %
Receivables from brokerage clients (1)
87,300 5,700 6.44 % 70,811 5,420 7.53 % 61,914 4,793 7.64 %
Available for sale securities (2)
74,478 1,538 2.06 % 101,659 2,166 2.12 % 137,178 2,987 2.17 %
Held to maturity securities (2)
139,447 2,386 1.71 % 152,566 2,636 1.72 % 165,634 2,872 1.73 %
Bank loans (3)
50,595 2,168 4.28 % 42,255 1,867 4.42 % 40,234 1,664 4.14 %
Total interest-earning assets 424,233 14,843 3.47 % 425,417 15,071 3.51 % 471,065 15,565 3.28 %
Securities lending revenue 437 330 419
Other interest revenue (1)
224 136 127
Total interest-earning assets 424,233 15,504 3.62 % 425,417 15,537 3.61 % 471,065 16,111 3.39 %
Non-interest-earning assets (4)
38,439 37,643 34,695
Total assets $ 462,672 $ 463,060 $ 505,760
Liabilities and Stockholders’ Equity:
Bank deposits $ 238,088 $ 1,185 0.50 % $ 256,212 $ 3,152 1.23 % $ 306,505 $ 3,363 1.10 %
Payables to brokers, dealers, and clearing
organizations (4)
18,236 701 3.79 % 8,522 372 4.30 % 4,477 147 3.23 %
Payables to brokerage clients (1)
94,884 244 0.26 % 72,776 272 0.37 % 66,842 271 0.41 %
Other short-term borrowings
7,020 324 4.60 % 9,146 504 5.51 % 7,144 375 5.25 %
Federal Home Loan Bank borrowings
7,682 356 4.57 % 23,102 1,245 5.32 % 34,821 1,810 5.14 %
Long-term debt 21,093 836 3.91 % 23,083 846 3.66 % 22,636 715 3.16 %
Total interest-bearing liabilities
387,003 3,646 0.94 % 392,841 6,391 1.62 % 442,425 6,681 1.51 %
Other interest expense (1)
108 2 3
Non-interest-bearing liabilities (4)
26,372 25,651 25,802
Total liabilities (5)
413,375 3,754 0.88 % 418,492 6,393 1.49 % 468,227 6,684 1.41 %
Stockholders’ equity (4)
49,297 44,568 37,533
Total liabilities and stockholders’ equity $ 462,672 $ 463,060 $ 505,760
Net interest revenue $ 11,750 $ 9,144 $ 9,427
Net yield on interest-earning assets 2.74 % 2.12 % 1.98 %
(1) Beginning in the fourth quarter of 2025, average balances of client margin loans and short credits related to certain client long/short strategies from which the Company earns a fixed net yield are excluded from interest-earning assets and funding sources. Average margin loans and average short credits related to these client strategies totaled $2.8 billion for the year ended December 31, 2025. Interest revenue and expense related to these client strategies are presented in other interest revenue and other interest expense, respectively. The amounts and average yields for 2025 have been reclassified and recalculated to reflect this change. Prior-year amounts were not impacted by this change.
(2) Amounts have been calculated based on amortized cost.
(3) Includes average principal balances of nonaccrual loans.
(4) Average balance calculation based on month end balances.
(5) Average rate calculation based on total funding sources.
F-2
THE CHARLES SCHWAB CORPORATION
Supplemental Financial Data (Unaudited)
(Dollars in Millions)
2. Analysis of Changes in Net Interest Revenue
An analysis of the year-to-year changes in the categories of interest revenue and interest expense resulting from changes in volume and rate is as follows:
2025 Compared to 2024
Increase (Decrease) Due to
Change in: 2024 Compared to 2023
Increase (Decrease) Due to
Change in:
Average
Volume Average
Rate Total Average
Volume Average
Rate Total
Interest-earning assets:
Cash and cash equivalents (1)
$ (83) $ (267) $ (350) $ (404) $ 49 $ (355)
Cash and investments segregated 794 (375) 419 9 79 88
Receivables from brokerage clients (2)
1,242 (962) 280 680 (53) 627
Available for sale securities (3)
(576) (52) (628) (771) (50) (821)
Held to maturity securities (3)
(226) (24) (250) (226) (10) (236)
Bank loans (4)
369 (68) 301 84 119 203
Securities lending revenue — 107 107 — (89) (89)
Other interest revenue (2)
— 88 88 — 9 9
Total interest-earning assets $ 1,520 $ (1,553) $ (33) $ (628) $ 54 $ (574)
Interest-bearing sources of funds:
Bank deposits $ (223) $ (1,744) $ (1,967) $ (553) $ 342 $ (211)
Payables to brokers, dealers, and clearing organizations 418 (89) 329 131 94 225
Payables to brokerage clients (2)
82 (110) (28) 24 (23) 1
Other short-term borrowings (117) (63) (180) 105 24 129
Federal Home Loan Bank borrowings (820) (69) (889) (602) 37 (565)
Long-term debt (73) 63 (10) 14 117 131
Other interest expense (2)
— 106 106 — (1) (1)
Total sources on which interest is paid (733) (1,906) (2,639) (881) 590 (291)
Change in net interest revenue $ 2,253 $ 353 $ 2,606 $ 253 $ (536) $ (283)
Note: Changes that are not due solely to volume or rate have been allocated to rate.
(1) Includes deposits with banks and short-term investments.
(2) Beginning in the fourth quarter of 2025, average balances of client margin loans and short credits related to certain client long/short strategies from which the Company earns a fixed net yield are excluded from interest-earning assets and funding sources. Interest revenue and expense related to these client strategies are presented in other interest revenue and other interest expense, respectively. The amounts and average yields for 2025 have been reclassified and recalculated to reflect his change. Prior-year amounts were not impacted by this change.
(3) Amounts have been calculated based on amortized cost.
(4) Includes average principal balances of nonaccrual loans.
F-3
THE CHARLES SCHWAB CORPORATION
Supplemental Financial Data (Unaudited)
(Dollars in Millions)
3. Bank Loan Portfolio
The maturities of the bank loan portfolio are as follows:
December 31, 2025 Within
1 year After 1 year
through
5 years After
5 years through 15 years After 15 years Total
Residential real estate:
First Mortgages $ — $ 35 $ 1,106 $ 29,343 $ 30,484
HELOCs — — 76 351 427
Total residential real estate — 35 1,182 29,694 30,911
Pledged asset lines 26,603 — — — 26,603
Other 33 398 38 8 477
Total $ 26,636 $ 433 $ 1,220 $ 29,702 $ 57,991
Note: Maturities in the above table are based upon the contractual terms of the loans. Substantially all pledged asset lines are payable on demand. The maturities for HELOCs are based on 30-year loan terms, with an initial draw period of ten years, followed by a 20-year amortizing period.
The interest sensitivity of loans with contractual maturities in excess of one year is as follows:
December 31, 2025 After 1 year
through
5 years After
5 years through 15 years After 15 years
Loans with floating or adjustable interest rates:
Residential real estate:
First Mortgages $ — $ 42 $ 26,149
HELOCs — 76 351
Total residential real estate — 118 26,500
Pledged asset lines — — —
Other — — —
Total loans with floating or adjustable interest rates — 118 26,500
Loans with predetermined interest rates:
Residential real estate:
First Mortgages 35 1,064 3,194
HELOCs — — —
Total residential real estate 35 1,064 3,194
Pledged asset lines — — —
Other 398 38 8
Total loans with predetermined interest rates 433 1,102 3,202
Total $ 433 $ 1,220 $ 29,702
Note: Maturities in the above table are based upon the contractual terms of the loans. Substantially all pledged asset lines are payable on demand. The maturities for HELOCs are based on 30-year loan terms, with an initial draw period of ten years, followed by a 20-year amortizing period.
F-4
THE CHARLES SCHWAB CORPORATION
Supplemental Financial Data (Unaudited)
(Dollars in Millions)
4. Allowance for Credit Losses on Bank Loans
The following table presents several credit ratios related to the Company’s bank loans portfolio. See Part II – Item 8 – Note 7 for the values underlying these ratios:
December 31, 2025 2024
Allowance for credit losses to total year-end loans 0.06 % 0.05 %
Nonaccrual loans to total year-end loans 0.07 % 0.08 %
Allowance for credit losses to total nonaccrual year-end loans 84 % 60 %
The following table presents information regarding average loans outstanding during the period and the ratio of net charge-offs (recoveries) during the period to average loans outstanding:
Year Ended December 31, 2025 2024 2023
Average loans Net charge-offs (recoveries) to average loans Average loans Net charge-offs (recoveries) to average loans Average loans Net charge-offs (recoveries) to average loans
Residential real estate:
First Mortgages $ 28,634 — $ 26,531 — $ 25,748 —
HELOCs 421 — 446 — 525 —
Total residential real estate 29,055 — 26,977 — 26,273 —
Pledged asset lines 21,126 — 14,924 — 13,727 —
Other 414 — 354 — 234 —
Total $ 50,595 — $ 42,255 — $ 40,234 —
The increase in the Company’s average loan portfolio in the years presented was driven by growth in First Mortgages and PALs. Growth in these loan types was due in large part to overall growth in Schwab’s client base and net new client assets, as well as an increase in the average loan amount, during the years presented.
The ratio of nonaccrual loans to total year-end loans decreased due to the growth in total year-end loans exceeding the change in nonaccrual loans. The ratios of the allowance for credit losses to year-end loans and nonaccrual loans increased primarily due to the increase in the allowance for credit losses resulting from an increase in projected loss rates in the Company’s bank loans portfolio as discussed in Part II – Item 8 – Note 7.
The following table presents the allocation of the allowance for credit losses on bank loans and loans by category as a percentage of total bank loans. See Part II – Item 8 – Note 7 for loan balances by category and in total.
December 31, 2025 2024
Allowance for Credit Losses Percent of loans to total loans Allowance for Credit Losses Percent of loans to total loans
Residential real estate:
First Mortgages $ 28 52 % $ 14 61 %
HELOCs 1 1 % 1 1 %
Total residential real estate 29 53 % 15 62 %
Pledged asset lines — 46 % — 38 %
Other 7 1 % 6 —
Total $ 36 100 % $ 21 100 %
F-5
THE CHARLES SCHWAB CORPORATION
Supplemental Financial Data (Unaudited)
(Dollars in Millions)
5. Bank Deposits
The following table presents the average amount of, and the average rate paid on, deposit categories that are in excess of ten percent of average total bank deposits:
Year Ended December 31, 2025 2024
Amount Rate Amount Rate
Analysis of average daily deposits:
Money market and other savings deposits $ 203,770 0.23 % $ 200,074 0.56 %
Time certificates of deposit (1)
— — 37,390 5.22 %
Total $ 203,770 $ 237,464
(1) Time certificates of deposit did not exceed ten percent of average total bank deposits for the year ended December 31, 2025.
As of December 31, 2025 and 2024, uninsured bank deposits totaled approximately $35.2 billion and $32.7 billion, respectively. As of December 31, 2025 and 2024, the Company’s bank deposits did not include any time deposits that were in excess of FDIC insurance limits or otherwise uninsured.
F-6