SEC Form FWP filed by Charles Schwab Corporation

Issuer:

The Charles Schwab Corporation (“CSC”), a Delaware corporation

Expected Ratings: (Moody’s / S&P / Fitch)*

A2 / Stable, A- / Positive, A / Stable

Security Type:

Senior Unsecured Notes

Pricing Date:

May 18, 2026

Settlement Date:

May 21, 2026 (T+3)**

4.744% Fixed-to-Floating Rate Senior Notes due 2030 (the “2030 Notes”)

5.493% Fixed-to-Floating Rate Senior Notes due 2037 (the “2037 Notes”)

Principal Amount:

$1,000,000,000

$1,250,000,000

Maturity Date:

May 21, 2030

May 21, 2037

Benchmark Treasury:

3.875% UST due May 15, 2029

4.375% UST due May 15, 2036

Benchmark Treasury Price / Yield:

99-06 ¹⁄₄ / 4.164%

98-01 / 4.623%

Spread to Benchmark Treasury:

+58 bps

+87 bps

Yield to Maturity:

4.744%

5.493%

Public Offering Price:

100.000% of the principal amount

100.000% of the principal amount

Gross Proceeds to CSC:

$1,000,000,000

$1,250,000,000

Underwriting Discount per note paid by CSC:

0.250%

0.450%

Aggregate Underwriting Discount paid by CSC:

$2,500,000

$5,625,000

Net Proceeds to CSC (after the underwriting discount, but before deducting offering expenses):

$997,500,000

$1,244,375,000

Interest Rates:

The 2030 Notes will bear interest (i) during the 2030 Notes Fixed Rate Period at a fixed rate per annum equal to 4.744%, and (ii) during the 2030 Notes Floating Rate Period at a floating rate per annum equal to compounded SOFR in accordance with the provisions set forth in the preliminary prospectus supplement plus 0.780%.

The 2037 Notes will bear interest (i) during the 2037 Notes Fixed Rate Period at a fixed rate per annum equal to 5.493%, and (ii) during the 2037 Notes Floating Rate Period at a floating rate per annum equal to compounded SOFR in accordance with the provisions set forth in the preliminary prospectus supplement plus 1.280%.

Interest Reset Date:

May 21, 2029

May 21, 2036

Fixed Rate Period:

From and including the original issue date to but excluding the 2030 Notes Interest Reset Date

From and including the original issue date to but excluding the 2037 Notes Interest Reset Date

Floating Rate Period:

From and including the 2030 Notes Interest Reset Date to but excluding the 2030 Notes Maturity Date

From and including the 2037 Notes Interest Reset Date to but excluding the 2037 Notes Maturity Date

Interest Payment Dates:

Fixed Rate Period: Semi-annually in arrears on each May 21 and November 21, commencing on November 21, 2026 and ending on May 21, 2029

Floating Rate Period: Quarterly in arrears on August 21, 2029, November 21, 2029 and February 21, 2030; provided that the final interest payment will be made on the 2030 Notes Maturity Date

Fixed Rate Period: Semi-annually in arrears on each May 21 and November 21, commencing on November 21, 2026 and ending on May 21, 2036

Floating Rate Period: Quarterly in arrears on August 21, 2036, November 21, 2036 and February 21, 2037; provided that the final interest payment will be made on the 2037 Notes Maturity Date

Interest Payment Determination Date:

The date two U.S. Government Securities Business Days (as defined in the preliminary prospectus supplement) preceding each Floating Rate Period interest payment date

The date two U.S. Government Securities Business Days (as defined in the preliminary prospectus supplement) preceding each Floating Rate Period interest payment date

Optional Redemption:

Make-Whole Call:

On or after November 21, 2026 and prior to the 2030 Notes Interest Reset Date, CSC may redeem some or all of the 2030 Notes at any time at a redemption price equal to the greater of: (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2030 Notes matured on the 2030 Notes Interest Reset Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points less interest accrued to the date of redemption; and (b) 100% of the principal amount of the 2030 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.

On or after November 21, 2026 and prior to the 2037 Notes Interest Reset Date, CSC may redeem some or all of the 2037 Notes at any time at a redemption price equal to the greater of: (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2037 Notes matured on the 2037 Notes Interest Reset Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less interest accrued to the date of redemption; and (b) 100% of the principal amount of the 2037 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.

Par Call:

On the 2030 Notes Interest Reset Date, in whole but not in part, or on or after April 21, 2030 (one month prior to the 2030 Notes Maturity Date), in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2030 Notes to be redeemed, plus accrued and unpaid interest thereon to but excluding the redemption date.

On the 2037 Notes Interest Reset Date, in whole but not in part, or on or after February 21, 2037 (three months prior to the 2037 Notes Maturity Date), in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2037 Notes to be redeemed, plus accrued and unpaid interest thereon to but excluding the redemption date.

CUSIP / ISIN:

808513 CQ6 / US808513CQ61

808513 CR4 / US808513CR45

Joint Book-Running Managers:

BofA Securities, Inc.

Citigroup Global Markets Inc.

Goldman Sachs & Co. LLC

J.P. Morgan Securities LLC

Wells Fargo Securities, LLC

Senior Co-Managers:

Morgan Stanley & Co. LLC

TD Securities (USA) LLC

Co-Managers:

Barclays Capital Inc.

Drexel Hamilton, LLC

RBC Capital Markets, LLC