Item 5. Other Information
Item 5. Other Information
During the three months ended March 31, 2026, 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 S. Beatty , Managing Director and Head of Advisor Services
Adoption 2/27/2026 x — 8,000 12/31/26
(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).
- 65 -
THE CHARLES SCHWAB CORPORATION
Item 6. Exhibits
The following exhibits are filed as part of this Quarterly Report on Form 10-Q:
Exhibit
Number Exhibit
3.32 Certificate of Designations of 6.100% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L, of The Charles Schwab Corporation, filed as Exhibit 3.1 to the Registrant’s Form 8-K dated April 22, 2026, and incorporated herein by reference.
4.17 Deposit Agreement, dated April 22, 2026, between The Charles Schwab Corporation and Equiniti Trust Company, LLC, 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 22, 2026, and incorporated herein by reference.
10.435 The Charles Schwab Corporation Corporate Executive Bonus Plan, as amended and restated effective January 1, 2026, filed as Exhibit 10.435 to the Registrant’s Form 10-K for the year ended December 31, 2025, and incorporated herein by reference.
(3)
10.436 The Charles Schwab Severance Pay Plan, as amended and restated effective January 1, 2026, filed as Exhibit 10.436 to the Registrant’s Form 10-K for the year ended December 31, 2025, and incorporated herein by reference.
(3)
10.438 Form of Notice and Nonqualified Stock Option Grant Agreement under The Charles Schwab Corporation 2022 Stock Incentive Plan and successor plans, filed as Exhibit 10.438 to the Registrant’s Form 10-K for the year ended December 31, 2025, and incorporated herein by reference.
(3)
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, filed as Exhibit 10.439 to the Registrant’s Form 10-K for the year ended December 31, 2025, and incorporated herein by reference.
(3)
10.440 Form of Notice and Restricted Stock Unit Agreement under The Charles Schwab Corporation 2022 Stock Incentive Plan and successor plans. filed as Exhibit 10.440 to the Registrant’s Form 10-K for the year ended December 31, 2025, and incorporated herein by reference.
(3)
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, filed as Exhibit 10.441 to the Registrant’s Form 10-K for the year ended December 31, 2025, and incorporated herein by reference.
(3)
10.442 Form of Notice and Restricted Stock Unit Agreement under The Charles Schwab Corporation 2022 Stock Incentive Plan and successor plans, filed as Exhibit 10.442 to the Registrant’s Form 10-K for the year ended December 31, 2025, and incorporated herein by reference.
(3)
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)
101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. (2)
101.SCH Inline XBRL Taxonomy Extension Schema (2)
101.CAL Inline XBRL Taxonomy Extension Calculation (2)
101.DEF Inline XBRL Extension Definition (2)
101.LAB Inline XBRL Taxonomy Extension Label (2)
101.PRE Inline XBRL Taxonomy Extension Presentation (2)
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
- 66 -
THE CHARLES SCHWAB CORPORATION
Exhibit
Number Exhibit
(1) Furnished as an exhibit to this Quarterly Report on Form 10-Q.
(2) Attached as Exhibit 101 to this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 are the following materials formatted in Inline XBRL (Extensible Business Reporting Language) (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, (vi) Notes to Condensed Consolidated Financial Statements, and (vii) Part II – Item 5.
(3) Management contract or compensatory plan.
- 67 -
THE CHARLES SCHWAB CORPORATION
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
THE CHARLES SCHWAB CORPORATION
(Registrant)
Date: May 8, 2026 /s/ Michael Verdeschi
Michael Verdeschi
Managing Director and Chief Financial Officer
- 68 -
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.