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Form 8-K · Current Report · Filed 2025-02-12

Charles Schwab Completes $13.1 Billion Secondary Offering and Share Repurchase

On February 12, 2025, The Charles Schwab Corporation finalized a $13.1 billion secondary offering of 165,443,530 shares of its common stock by TD Group US Holdings LLC, an affiliate of The Toronto-Dominion Bank, at $79.25 per share.

Filer
Charles Schwab Corporation SCHW · NYSE
Filed
Accession
0001193125-25-025166
CIK
0000316709
Signal
High impactFinancial Services

Details

Simultaneously, Charles Schwab repurchased $1.5 billion of its nonvoting common stock from TD Group US Holdings LLC, resulting in TD disposing of all its shares. The offering and repurchase concluded the previously announced transactions. As a result, the TD stockholder agreement between Charles Schwab and TD terminated. Additionally, Brian M. Levitt and Bharat B. Masrani resigned from Charles Schwab's board of directors, as TD's ownership percentage fell below the threshold for board designation.

Items reported

Item 1.01

Entry into a Material Definitive Agreement

New Major Contract Financial Instrument Agreement
Item 1.02

Termination of a Material Definitive Agreement

Contract Termination
Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

Board Member Departure
Item 8.01

Other Events

Regulatory Approval Share Repurchase Program Announced
Item 9.01

Financial Statements and Exhibits

No viable tag

Market reaction

Close before filing

$83.20

Next session

-2.0%

Since filing

+26.5%

Latest close

$105.24

What happened, not what will happen — closing prices around the filing date.

Precedent

Previous filings from SCHW reporting the same item, with the next session's move:

Exhibits (5)

About Charles Schwab Corporation

Charles Schwab Corporation operates as a financial services company, catering to individual investors, investment advisors, and institutions. Primarily, the company provides brokerage services, banking products, and related financial advisory services to its clients. It is well-known for its innovative approach to investment services, having pioneered discount brokerage in the 1970s. Today, Charles Schwab offers a comprehensive range of services, including wealth management, securities brokerage, banking, asset management, and financial advisory. The corporation holds a strong presence in automated investment management solutions, reflected in its offerings of robo-advisory services. With a robust client network across multiple financial sectors, Charles Schwab plays a significant role in democratizing investment access, allowing clients to manage finances through both physical branches and digital platforms. Established in 1971 and headquartered in Westlake, Texas, the corporation continues to influence the financial landscape with extensive research, financial planning tools, and client-centric services, standing as a pillar in the brokerage and banking industries.

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