Jonathan M. Craig - 01 Mar 2025 Form 4 Insider Report for SCHWAB CHARLES CORP (SCHW)

Role
MD, Head of Investor Services
Signature
/s/ P. Blake Allen, Attorney-in-fact
Issuer symbol
SCHW
Transactions as of
01 Mar 2025
Net transactions value
-$2,555,325
Form type
4
Filing time
04 Mar 2025, 21:08:33 UTC
Previous filing
25 Mar 2024
Next filing
10 Mar 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SCHW Common Stock Award $0 +42,409 $0.000000 42,409 01 Mar 2025 Direct F1
transaction SCHW Common Stock Tax liability $1,513,791 -19,151 -100% $79.04 0 03 Mar 2025 Direct F2, F3
transaction SCHW Common Stock Options Exercise $1,232,437 +28,668 $42.99 0 03 Mar 2025 Direct F4, F5
transaction SCHW Common Stock Sale $2,273,972 -28,668 -55% $79.32 23,258 03 Mar 2025 by Trust F4, F5, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SCHW Nonqualified Stock Option (right to buy) Award $0 +63,840 $0.000000 63,840 03 Mar 2025 Common Stock 63,840 $78.12 Direct F7
transaction SCHW Nonqualified Stock Option (right to buy) Options Exercise $0 -28,668 -75% $0.000000 9,559 03 Mar 2025 Common Stock 28,668 $42.99 Direct F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Shares acquired on the vesting of performance-based restricted stock units ("PBRSUs") granted under the company's 2013 Stock Incentive Plan, reflecting the achievement by the reporting person of the performance goal over a three-year performance period ended December 31, 2024.
F2 The company withheld shares of common stock from the reporting person to pay the tax withholding obligations related to the vesting of the PBRSUs.
F3 Reflects the contribution of the shares acquired on the vesting of and withholding related to the PBRSUs to a revocable living trust.
F4 The option exercises and sales reported in this Form 4 were effected pursuant to a Rule 10b5-l trading plan adopted by the reporting person on October 31, 2024.
F5 Reflects the contribution of the shares received upon exercise of the option to a revocable living trust.
F6 The transaction was executed in multiple trades at prices ranging from $78.96 to $79.71. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the transfer of shares and prices at which the transaction was effected.
F7 The option was granted under the company's 2022 Stock Incentive Plan and vests in four equal annual installments beginning on the first anniversary of the grant date.
F8 The option was granted under the company's 2013 Stock Incentive Plan and vested in four equal annual installments beginning on the first anniversary of the grant date.