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SCHW 424B5: Secondary offering

The Charles Schwab Corporation

Filed with the SEC on · accession 0001193125-26-345662

SCHW filed a 424B5 (prospectus (offering)) with the SEC on Aug 12, 2026. The final terms of an offering of shares or bonds. The stock moved +1.5% by the first close after the filing.

Summary of the filing

The Charles Schwab Corporation issued $1.25 billion of 5.108% Fixed-to-Floating Rate Senior Notes due 2032 and $1.35 billion of 5.655% Fixed-to-Floating Rate Senior Notes due 2037, totaling $2.6 billion in aggregate principal amount.

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Key details

Aggregate principal amount of 2032 notes$1.3B
Aggregate principal amount of 2037 notes$1.4B
Combined total offering$2.6B
Underwriting discount for 2032 notes$4.4M
Underwriting discount for 2037 notes$6.1M
Total underwriting discount$10.4M
Proceeds to CSC from 2032 notes$1.2B
Proceeds to CSC from 2037 notes$1.3B
Total proceeds to CSC$2.6B
IssuerThe Charles Schwab Corporation
Joint book-running managerBofA Securities
Joint book-running managerCitigroup
Joint book-running managerMorgan Stanley
Joint book-running managerTD Securities
Joint book-running managerWells Fargo Securities
Senior co-managerBarclays
Senior co-managerGoldman Sachs & Co. LLC
Co-managerBMO Capital Markets
Co-managerBNP PARIBAS
Co-managerBNY Capital Markets
Co-managerRBC Capital Markets

How SCHW stock reacted

Close before

$107.70

Aug 11, 2026

First close after

+1.52%

$109.34

5 trading days

+3.70%

$111.68

Since filing

-15.05%

$91.49

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Frequently asked questions

What did SCHW file with the SEC on Aug 12, 2026?

SCHW filed a 424B5 (Secondary offering). The Charles Schwab Corporation issued $1.25 billion of 5.108% Fixed-to-Floating Rate Senior Notes due 2032 and $1.35 billion of 5.655% Fixed-to-Floating Rate Senior Notes due 2037, totaling $2.6 billion in aggregate principal amount.

What does a secondary offering mean for SCHW stock?

New shares dilute existing holders and are often sold at a discount to the market price.

How do I read a 424B5?

The final terms of an offering of shares or bonds. Look at price, number of shares and the discount to the market price. Large offerings dilute existing shareholders.

Why are SEC filings important?

Public companies must tell the SEC about anything that can change their value — results, leadership changes, big deals, new shares, bankruptcy. Filings are the official source, often before the news. A 424B5 (prospectus (offering)): The final terms of an offering of shares or bonds.

How did SCHW stock react to this filing?

SCHW closed at $107.70 before the filing and $109.34 on Aug 12, 2026 (+1.52%). Five trading days later: $111.68 (+3.70%).

Other SCHW SEC filings

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