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8-KApril 22, 20264/22/26
SCHW — 8-K Filing
Track for AlertsSCHW 8-K Summary
On April 22, 2026, SCHWAB Charles CORP filed an 8-K covering 4 items, including Other Events (Item 8.01), Financial Statements and Exhibits (Item 9.01), and 2 additional items. Primary disclosure: On April 20, 2026, in connection with the Preferred Issuance, CSC entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co.
8-K Items Disclosed
Item 3.03 — Material Modification to Rights of Security Holders
Material change to shareholder rights (e.g., new preferred stock series, charter amendment).
In connection with the Preferred Issuance, CSC filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware, establishing the voting rights, powers, preferences and privileges, and the relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of the Series L Preferred Stock on April 22, 2026. Holders of the Depositary Shares will be entitled to all proportional rights and preferences of the Series L Preferred Stock (including dividend, voting, redemption and liquidation rights).
Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Bylaws or charter amended.
; Change in Fiscal Year The Certificate of Designations became effective upon filing with the Secretary of State of the State of Delaware. The terms of the Series L Preferred Stock are more fully described in the Certificate of Designations which is included as Exhibit 3.1 to this Current Report on Form 8–K and is incorporated by reference herein.
Item 8.01 — Other Events
A material event not falling under any other 8-K item.
On April 20, 2026, in connection with the Preferred Issuance, CSC entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as the representatives of the several underwriters named therein (collectively, the “Underwriters”), under which CSC agreed to sell to the Underwriters 1,500,000 shares of Depositary Shares, each representing a 1/100th ownership interest in a share of Series L Preferred Stock.
Item 9.01 — Financial Statements and Exhibits
Press releases, exhibits, and supporting documents attached to this filing.
1.1
Underwriting Agreement, dated April 20, 2026, by and among CSC and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as the representatives of the several underwriters named therein.
3.1
Certificate of Designations of 6.100% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L, dated April 22, 2026, of CSC (including the form of 6.100% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L Certificate of CSC attached as Exhibit A thereto).
4.1
Deposit Agreement, dated April 22, 2026, between CSC and Equiniti Trust Company, LLC, as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto).
5.1
Opinion of Wachtell, Lipton, Rosen & Katz, dated April 22, 2026.
23.1
Consent of Wachtell, Lipton, Rosen & Katz, dated April 22, 2026 (included in Exhibit 5.1).
104
Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. Signature(s) 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 hereunto duly authorized. THE CHARLES SCHWAB CORPORATION Date: April 22, 2026 By: /s/ Michael Verdeschi Michael Verdeschi Managing Director and Chief Financial Officer
Structured financials are not available for this filing. View the original on SEC EDGAR for details.
Current DredgeCap Risk Profile
2.8/10
LOW RISK
Dilution Risk
LOW2.5/10
Liquidity Risk
LOW2.0/10
Debt Toxicity
LOW2.5/10
Profitability Risk
LOW2.0/10
Going Concern✓ Not flagged
The risk profile above reflects the latest cached DredgeCap analysis for SCHW. For the full filing-by-filing analyst report (red flags, primary risk driver, what moves the stock), open SCHW's company page.
What is a 8-K?
A current report disclosing a material event that occurred between regular reporting periods. Companies are required to file an 8-K within four business days of certain events including earnings releases, executive changes, acquisitions, debt obligations, restructurings, and material agreements. Each 8-K specifies one or more 'Items' identifying which event triggered the filing.
Form-type explainers and 8-K item descriptions are derived from SEC documentation. Financial values are extracted from SEC-tagged XBRL — see the "Source filings" list above each table for direct EDGAR links to every cited filing. This page does not constitute investment advice. Always consult the original filing on SEC EDGAR for authoritative content, and consult a licensed financial advisor for investment decisions.