SCHW: Other company developments

Item 8.01 Other Events On May 21, 2026, The Charles Schwab Corporation (“CSC”) issued $1,000,000,000 aggregate principal amount of 4.744% Fixed-to-Floating Rate Senior Notes due 2030 and $1,250,000,000 aggregate principal amount of 5.493% Fixed-to-Floating Rate Senior Notes due 2037 (collectively, the “Notes”). The net proceeds of the offering of the Notes were approximately $2,236 million after deducting underwriting discounts and commissions and estimated offering expenses. The Notes were issued under the Senior Indenture, dated as of November 14, 2025, between CSC and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by the Second Supplemental Indenture, dated as of May 21, 2026. The offering was made pursuant to the prospectus supplement dated as of May 18, 2026, and the accompanying prospectus dated December 1, 2023, filed with the Securities and Exchange Commission pursuant to CSC’s effective registration statement on Form S-3 (File No. 333-275858) (the “Registration Statement”). On May 18, 2026, CSC entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which CSC agreed to issue and sell the Notes to the Underwriters. Copies of (a) the Underwriting Agreement, (b) the Senior Indenture, (c) the Second Supplemental Indenture, (d) the form of 4.744% Fixed-to-Floating Rate Senior Notes due 2030, (e) the form of 5.493% Fixed-to-Floating Rate Senior Notes due 2037 and (f) a validity opinion with respect to the Notes are attached as Exhibits 1.1, 4.1, 4.2, 4.3, 4.4 and 5.1, respect