Charles Schwab (SCHW) 10-K risk factor changes: FY2024 vs FY2023

Actions taken by the Federal Reserve, including changes in its target funds rate and its own balance sheet management, are difficult to predict and can affect our financial results, including net interest revenue and bank deposit account [removed: fees.][added: fees, and the market value of our investment securities.]

These policies can have implications for clients’ allocation to cash as we experienced in [removed: 2022 and 2023,] [added: recent years,] and higher or lower client cash balances have an impact on our capital requirements, as well as liquidity implications if such changes in allocation are sudden.

Cash awaiting investment [removed: in a portion of our client brokerage accounts is] [added: may be used to extend margin loans to clients or be] swept to our banking subsidiaries and those bank deposits are then used to extend loans to clients and purchase investment securities.

To help facilitate these changes in client cash allocations, the Company [removed: has] utilized higher-cost supplemental funding sources, which [removed: has] negatively impacted the Company’s net income.

[removed: A] [added: Though the Company may benefit from a rising interest rate environment, a] rise in interest rates may cause our funding costs to increase if market conditions or the competitive environment induces us to raise our interest rates to avoid losing deposits, or replace deposits with higher-cost funding sources without offsetting increases in yields on interest-earning assets, which can reduce the benefit of higher market interest rates to our net interest revenue, as we experienced in [removed: 2022 and 2023.][added: recent years.]

The rapid increases in market interest rates [removed: recently] experienced [removed: have] [added: in 2022 and 2023] also contributed to increased unrealized losses on our investment [removed: securities portfolios.]

A rise in interest rates may also reduce our bank deposit account fee revenue, as clients may reallocate assets out of bank deposit account balances and into higher-yielding investment alternatives, as we experienced in [removed: 2022 and 2023.][added: recent years.]

The 2023 IDA agreement involves certain commitments, including the maintenance of prescribed minimum and maximum [removed: IDA balances,] [added: insured deposit account balances (IDA balances),] that limit our ability to respond to changes in interest rates and may impact our profitability and bank deposit account fee revenue.

Events affecting the financial services industry may also result in potentially adverse changes to laws or regulations governing banks and savings and loan holding companies or result in the imposition of restrictions through supervisory or enforcement activities, including higher capital or liquidity [removed: requirements,] [added: requirements or increased FDIC premiums and special assessments,] which could have a material impact on our business.

In addition, the cost of resolving the [removed: recent] [added: 2023] bank failures [removed: has] resulted in increased FDIC costs and may prompt the FDIC to further increase its premiums or to issue additional special assessments, which could have a material negative impact on our profitability and our business.

[removed: A] [added: While Schwab maintains diversified sources of funding, a] reduction in our liquidity position could reduce client confidence in us, which could result in the transfer out of client assets and accounts, or could cause us to fail to satisfy our liquidity requirements, including the LCR.

Factors which may adversely affect our liquidity position include CS&Co [removed: and TDAC] having temporary liquidity demands due to timing differences between brokerage transaction settlements and the availability of segregated cash balances, fluctuations in cash held in banking or brokerage client accounts, such as the significant client reallocation from sweep cash to higher-yielding investments that we experienced in [removed: 2022 and 2023] [added: recent years] in response to rapid interest rate increases, a dramatic increase in our lending [removed: activities (including margin, mortgage-related, and personal lending), increased capital requirements, changes in regulatory guidance or interpretations, other regulatory changes, or a loss of market or client confidence in us resulting in unanticipated withdrawals of client funds.]

Although [removed: CSC, CS&Co,] [added: CSC] and [removed: TDAC] [added: CS&Co] maintain [removed: uncommitted,] [added: multiple sources of external financing including] unsecured [added: uncommitted] bank credit lines and CSC has a commercial paper issuance program, as well as a universal shelf registration statement filed with the SEC which can be used to sell securities, financing may not be available on acceptable terms or at all due to market conditions or disruptions in the credit markets.

When these outflows outpace excess cash on hand and cash generated by maturities and paydowns on our investment and loan portfolios, as they [removed: did] [added: have] in [removed: 2022 and 2023,] [added: recent years,] we may need to rely on [removed: temporary] supplemental funding, such as advances under Federal Home Loan Bank (FHLB) secured credit facilities, borrowings under repurchase agreements with external financial institutions, issuances of brokered certificates of deposit (CDs), or other sources of funding, which have higher costs and could be subject to limitations on availability.

In addition, to access new FHLB advances or roll over existing advances, our banking subsidiaries must maintain positive tangible capital, as defined by the Federal Housing Finance [removed: Agency.][added: Agency (FHFA).]

[removed: Recently,] [added: In recent years,] the SEC has proposed [removed: or adopted] a number of new rules, [removed: and these new or proposed rules involve sweeping changes] [added: such as its equity market structure proposals,] that [removed: could] [added: would] require [removed: significant shifts] [added: sweeping changes] in industry operations and practices, thereby increasing uncertainty for markets and investors.

The Uniform Net Capital Rule limits the ability of our broker-dealer [removed: entities] [added: subsidiary] to transfer capital to CSC and other affiliates.

Failure by either CSC or its banking subsidiaries to meet minimum capital requirements could [added: result in certain mandatory and additional discretionary actions by regulators that, if undertaken, could have a negative impact on us.]

At December 31, [removed: 2023,] [added: 2024,] CSC had approximately [removed: $493] [added: $480] billion in total assets and cross-jurisdictional activity of approximately [removed: $25] [added: $27] billion.

Our systems and those of other financial institutions, as well as those of our third-party service providers, have been and will continue to be the [added: frequent] target of cyber attacks, malicious code, computer viruses, ransomware, and denial of service attacks that could [added: result in unauthorized access, misuse, loss or destruction of data (including confidential client information), account takeovers, unavailability of service or other events.]

Security breaches, including breaches of our security measures or those of our third-party service [removed: providers or clients,] [added: providers,] could result in a violation of applicable privacy and other laws and could subject us to significant liability or loss that may not be covered by insurance, actions by our regulators, damage to our reputation, or a loss of confidence in our security measures which could harm our business.

We may be required to expend significant additional resources to modify our protective measures or to [removed: investigate and remediate vulnerabilities or other exposures.]

Losses reimbursed to clients under our guarantee against unauthorized account activity could have a negative impact on our business, financial [removed: condition] [added: condition,] and results of operations.

[removed: Cloud] [added: We have experienced, and could, in the future, experience cloud] service disruptions [removed: may] [added: that] lead to delays in accessing data that is important to our [removed: businesses and may hinder our clients’ access to our platforms.][added: businesses.]

We are also dependent on the integrity and performance of securities exchanges, clearing houses, market makers, dealers, and other intermediaries to which client orders are [added: routed for execution and settlement.]

[removed: We] [added: During the COVID-19 pandemic, we] temporarily lost the services from some of our outsourced service providers [removed: during the COVID-19 pandemic] which contributed to increased client service response and processing times.

Our margin, options and futures business has materially increased [added: in recent years] as a result of our [removed: TD] Ameritrade acquisition, and market liquidity represents an increased risk.

Further, we may not realize the anticipated benefits from an acquisition [removed: (including without limitation the acquisition of TD Ameritrade)] in a timely manner or at all, and any future acquisition could be dilutive to our current stockholders’ percentage ownership or to earnings per common share (EPS).

[removed: Among the factors] [added: Factors] that may affect [added: trading and] the volatility of our stock price [removed: are the following:][added: include:]

- Business metrics, such as client cash and net new client assets; [removed: and]

- Sales of a substantial number of shares [removed: of our common stock] by large [removed: stockholders.][added: stockholders;]

securities portfolios.

As a result of heightened regulatory focus on capital requirements, the Company took measures to increase its capital, including revising its long-term operating objective.

activities (including margin, mortgage-related, and personal lending), increased capital requirements, changes in regulatory guidance or interpretations, other regulatory changes, or a loss of market or client confidence in us resulting in unanticipated withdrawals of client funds.

The Company’s margin lending activity has significantly increased in recent years, reflecting growth from our acquisition of Ameritrade and market-driven factors.

As a participant in the financial services industry, Schwab relies on access to external financing in the normal course of business.

investigate and remediate vulnerabilities or other exposures.

Such disruptions, such as the broad-reaching cloud platform outages that impacted multiple industries in 2024, can and have hindered our clients’ access to our platforms.

We experienced in 2024 technology outages of client websites, mobile applications, and certain corporate technology as a result of technological issues with third-party service providers that we use to support websites and mobile applications used by us and our clients.

An internal issue or issues with vendor or industry systems and connectivity could materially impact our operations and ability to service clients, subject us to material losses, and cause reputational harm.

As a result of both broad-reaching and company-specific technology impacts from our third-party service providers, we have experienced in recent years outages of client websites, mobile applications, and certain corporate technology.

In addition, the FDIC recently proposed amending the brokered deposits framework setting forth its conditions for when broker-dealers, such as CS&Co, that place deposits with depository institutions through brokerage sweep arrangements qualify for the primary purpose exception from the definition of a deposit broker.

- Financial results;

- Projections or the failure to meet projections;

- Securities analyst coverage, estimates and results versus estimates;

- Declaration of dividends and purchases under the Company’s share repurchase program;

- General stock market activity and industry developments; and

- Other Risk Factors described in this section.

Return of capital to stockholders may depend on our capital position, financial results, market conditions, legal restrictions, and other considerations, and the Company may not complete its full share repurchase authorization.

In addition, issuance of additional shares of common or preferred stock or securities convertible or exchangeable into equity securities, including under incentive compensation plans or for acquisitions, could be substantially dilutive to holders of CSC’s common stock.

THE CHARLES SCHWAB CORPORATION

As a result of increased regulatory expectations regarding capital requirements applicable to the Company, we have been taking, and continue to take, measures to increase our capital, including the cessation of share repurchases.

When available cash is not sufficient for our liquidity needs, we may be required to seek external financing.

In addition, the U.S. Department of Labor recently proposed rules to significantly broaden the definition of “fiduciary” under the Employee Retirement Income Security Act of 1974, which, among other requirements, would subject broker-dealers who provide non-discretionary investment advice to retirement plans to a “best interest” standard.

result in certain mandatory and additional discretionary actions by regulators that, if undertaken, could have a negative impact on us.

result in unauthorized access, misuse, loss or destruction of data (including confidential client information), account takeovers, unavailability of service or other events.

routed for execution and settlement.

Following Russia’s invasion of Ukraine, we had to replace certain vendor resources which added incremental complexity in earlier phases of our TD Ameritrade conversion work.

Risks Related to Our TD Ameritrade Integration

We are working to complete one of the largest brokerage account conversions and could experience unanticipated issues.

As part of our integration of TD Ameritrade, the Company expects to complete the remaining client transitions from TD Ameritrade to Schwab in a final transition group in May of 2024.

This final transition group includes our most active trader accounts which drive significant revenue for TD Ameritrade and are, therefore, important to the revenue of the combined company.

Although we have undertaken extensive planning and testing, the account transitions are complicated and we could experience issues which cause the final transition group or the remaining integration work to be delayed, or negatively impact the client experience.

Such issues could adversely impact client retention, integration-related costs, the timing for realizing synergies including those dependent on the wind-down of the operations of the TD Ameritrade broker-dealers, our reputation, and compliance with regulatory requirements.

We have experienced unanticipated issues earlier in the integration process that added complexity to our conversion work, including a need to increase capacity of our systems earlier in the integration process beyond our original technology build-out plan and other complexities of technology development.

Though technology development to support the remaining client account transitions is now substantially complete, unanticipated issues could arise, including in relation to the wind-down of certain technology used by our broker-dealer subsidiaries.

In connection with the completed 2023 transitions, the Company experienced attrition in client assets from former TD Ameritrade retail accounts and RIAs that was within our initial estimates when we announced the acquisition.

It is possible that the remaining integration process could result in the loss of clients, including to a greater degree than previously planned or experienced in relation to the 2023 client account conversions.

We expect to continue to incur significant costs in 2024 to finish combining the operations of Schwab and TD Ameritrade, including workforce, technology-related, and facilities consolidation costs.

Additional unanticipated costs may be incurred in the integration process.

If we are not able to successfully transition the remaining client accounts, and complete planned technology wind-down activities, within the anticipated time frames, the anticipated cost savings and other benefits of the merger may not be realized fully or may take longer to realize than expected.

We face competition in hiring and retaining qualified employees.

The market for qualified personnel in our business is highly competitive.

At various times, different functions and roles are in especially high demand in the market, compelling us to pay more to attract talent.

Our ability to continue to compete effectively will depend upon our ability to attract new employees and retain existing employees while managing compensation costs.

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Our stock price can be volatile.

- Speculation in the investment community or the press about, or actual changes in, our competitive position, organizational structure, executive team, operations, financial condition, financial reporting and results, expense discipline, strategic transactions, the expected benefits from our TD Ameritrade acquisition, or ratings from third parties;

- Increases or decreases in revenue or earnings, changes in earnings estimates by the investment community, and variations between estimated financial results and actual financial results;

Changes in the stock market generally, or as it concerns our industry, as well as geopolitical, corporate, regulatory, business, and economic factors may also affect our stock price.

Future sales of CSC’s equity securities may adversely affect the market price of CSC’s common stock and result in dilution.

CSC’s certificate of incorporation authorizes CSC’s Board of Directors, among other things, to issue additional shares of common or preferred stock or securities convertible or exchangeable into equity securities, without stockholder approval.

CSC may issue additional equity or convertible securities to raise additional capital or for other purposes.

The issuance of any additional equity or convertible securities could be substantially dilutive to holders of CSC’s common stock and may adversely affect the market price of CSC’s common stock.

Our ongoing relationships with The Toronto-Dominion Bank and its affiliates could have a negative impact on us.

Although our acquisition of TD Ameritrade was structured such that completion of the merger would not result in CSC either (i) being deemed to be “controlled” (as that term is interpreted by the Federal Reserve under the BHC Act or HOLA) by The Toronto-Dominion Bank (TD Bank) or (ii) being deemed to be in “control” of any of TD Bank’s depository institutions, changes in circumstances could trigger presumptions of control under the Federal Reserve’s regulations.

This could occur if TD Bank and its affiliates own more than 9.9% of Schwab common stock, as interpreted in accordance with the applicable rules of the Federal Reserve.

While the Stockholder Agreement between CSC and TD Bank prohibits TD Bank and its affiliates from exceeding the 9.9% threshold, it could happen unintentionally.

This presumption of control could also be triggered if the revenue generated to either us or to any of the TD Bank depository institutions exceeds a certain percentage.

The Stockholder Agreement contains provisions to address such situations.

- Maximizing our market valuation and stockholder returns over time; our belief that developing trusted relationships will translate into more client assets which drives revenue and, along with expense discipline and thoughtful capital management, generates earnings growth and builds stockholder [removed: value; and maintaining our competitive position] [added: value] (see Business Strategy and Competitive Environment, and Products and Services in Part I – Item 1);

- The outcome and impact of legal proceedings and regulatory matters (see [removed: Legal Proceedings in Part I – Item 3; and] Commitments and Contingencies in Part II – Item 8 – Note [removed: 14);][added: 15, and Legal Proceedings in Part I – Item 3).]

- [removed: Anticipated expenses and investments to support business growth] [added: Capital expenditures] and [removed: growth in our client base] [added: expense management] (see [added: Results of Operations in] Overview and Results of Operations – Total Expenses Excluding Interest in Part II – Item 7);

- The expected impact of proposed and final rules (see [removed: Regulation in Part I – Item 1; and] Current Regulatory and Other Developments in Part II – Item 7);

- Net interest [removed: revenue;] [added: revenue,] the adjustment of rates paid on client-related [removed: liabilities; and outstanding balances] [added: liabilities,] and [removed: the use of supplemental funding] [added: client cash realignment activity] (see Results of Operations – Net Interest Revenue in Part II – Item 7);

[removed: - Capital expenditures (see] [added: See also] Results of Operations – Total Expenses Excluding [removed: Interest in Part II –] [added: Interest, Non-GAAP Financial Measures, and] Item [removed: 7);][added: 8 – Note 16.]

- Management of interest rate risk; [added: modeling and assumptions,] the impact of changes in interest rates on net interest margin and revenue, bank deposit account fee revenue, economic value of equity, and liability and asset duration (see Risk Management in Part II – Item 7);

- Sources and uses of liquidity [removed: and capital; and Tier 1 Leverage Ratio operating objective] (see Liquidity [removed: Risk, Capital Management, Regulatory Capital Requirements, and Dividends] [added: Risk] in Part II – Item 7);

- Capital management; [removed: the return of capital to stockholders; the] [added: potential] migration of IDA balances to our balance sheet; [added: capital accretion;] expectations about capital requirements, including [removed: AOCI, and meeting those requirements;] [added: AOCI; long-term operating objective;] and [removed: plans regarding] [added: uses of] capital and [added: return of excess capital to stockholders, including] dividends [added: and repurchases] (see Capital Management – Regulatory Capital Requirements in Part II – Item 7; and Commitments and Contingencies in Part II – Item 8 – Note [removed: 14);][added: 15);]

- The expected impact of new accounting standards not yet adopted (see Summary of Significant Accounting Policies in Part II – Item 8 – Note 2); [removed: and]

- The likelihood of indemnification and guarantee payment obligations and clients failing to fulfill contractual obligations (see Commitments and Contingencies in Part II – Item 8 – Note [removed: 14] [added: 15,] and Financial Instruments Subject to Off-Balance Sheet Credit Risk – Client Trade Settlement in Note [removed: 17).][added: 18); and]

- General market conditions, including the level of interest [removed: rates and] [added: rates,] equity market [removed: valuations;][added: valuations and volatility;]

- Client [added: cash allocations and] sensitivity to deposit rates;

- Increased compensation and other [removed: costs due to inflationary pressures;][added: costs;]

- The timing and scope of [removed: integration-related and other] technology projects;

- [removed: Interest earning] [added: Interest-earning] asset mix and growth;

Assets receiving ongoing advisory services: Market value of all client assets custodied at the Company under the guidance of an independent advisor or enrolled in one of Schwab’s [removed: advice] [added: managed investing] solutions at the end of the reporting period.

Bank deposit account balances (BDA balances): Clients’ uninvested cash balances held off-balance sheet in deposit accounts at unconsolidated third-party financial institutions, pursuant to the IDA agreement [removed: and] [added: or] agreements [removed: formerly in effect] with other third-party financial institutions.

As a Category III banking organization, CSC has elected to exclude [added: most components of] AOCI from CET1 Capital.

Core net new client assets: Net new client assets before significant one-time inflows or outflows, such as acquisitions/divestitures or extraordinary flows (generally greater than $10 [removed: billion)] [added: billion ($25 billion beginning in 2025))] relating to a specific client, and activity from off-platform brokered CDs issued by CSB.

Daily Average Trades (DATs): Includes daily average revenue trades by clients, trades by clients in asset-based pricing relationships, [removed: and all] commission-free [removed: trades.][added: trades, and allocated trades by investment advisors.]

Interest-bearing liabilities: Primarily includes bank deposits, payables to brokerage clients, [added: payables to brokers, dealers, and clearing organizations,] Federal Home Loan Bank borrowings, other short-term borrowings, and long-term debt on which Schwab pays interest.

Order flow revenue: Payments received from trade execution venues to which our broker-dealer [removed: subsidiaries send] [added: subsidiary sends] equity and option orders.

Results for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] are as follows:

| | | | Percent Change [removed: 2022-2023] [added: 2024-2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net new client assets (in billions) (1) | | | [removed: (17)%] [added: 7%] | | | | | | $ | [removed: 337.2] [added: 361.6] | | | | | $ | [removed: 406.9] [added: 337.2] | | | | | $ | [removed: 516.2] [added: 406.9] | |

| Core net new client assets (in billions) | | | [removed: (29)%] [added: 20%] | | | | | | $ | [removed: 305.7] [added: 366.9] | | | | | $ | [removed: 427.7] [added: 305.7] | | | | | $ | [removed: 558.2] [added: 427.7] | |

| Client assets (in billions, at year end) | | | [removed: 21%] [added: 19%] | | | | | | $ | [removed: 8,516.6] [added: 10,101.3] | | | | | $ | [removed: 7,049.8] [added: 8,516.6] | | | | | $ | [removed: 8,138.0] [added: 7,049.8] | |

| Average client assets (in billions) | | | [removed: 7%] [added: 21%] | | | | | | $ | [removed: 7,793.8] [added: 9,400.4] | | | | | $ | [removed: 7,292.8] [added: 7,793.8] | | | | | $ | [removed: 7,493.8] [added: 7,292.8] | |

| New brokerage accounts (in thousands) | | | [removed: (6)%] [added: 10%] | | | | | | [removed: 3,806] [added: 4,170] | | | | | | [removed: 4,044] [added: 3,806] | | | | | | [removed: 7,306] [added: 4,044] | | |

| Active brokerage accounts (in thousands, at year end) | | | [removed: 3%] [added: 5%] | | | | | | [removed: 34,838] [added: 36,456] | | | | | | [removed: 33,758] [added: 34,838] | | | | | | [removed: 33,165] [added: 33,758] | | |

| Assets receiving ongoing advisory services (in billions, at year end) | | | [removed: 18%] [added: 17%] | | | | | | $ | [removed: 4,338.8] [added: 5,061.7] | | | | | $ | [removed: 3,673.2] [added: 4,338.8] | | | | | $ | [removed: 4,064.4] [added: 3,673.2] | |

| Client cash as a percentage of client assets (at year end) [removed: (2)] | | | | | | | | | [removed: 10.5] [added: 10.1] | | % | | | | [removed: 12.2] [added: 10.5] | | % | | | | [removed: 10.9] [added: 12.2] | | % |

| Total net revenues | | | [removed: (9)%] [added: 4%] | | | | | | $ | [removed: 18,837] [added: 19,606] | | | | | $ | [removed: 20,762] [added: 18,837] | | | | | $ | [removed: 18,520] [added: 20,762] | |

| Total expenses excluding interest | | | [removed: 10%] [added: (4)%] | | | | | | [removed: 12,459] [added: 11,914] | | | | | | [removed: 11,374] [added: 12,459] | | | | | | [removed: 10,807] [added: 11,374] | | |

| Income before taxes on income | | | [removed: (32)%] [added: 21%] | | | | | | [removed: 6,378] [added: 7,692] | | | | | | [removed: 9,388] [added: 6,378] | | | | | | [removed: 7,713] [added: 9,388] | | |

| Taxes on income | | | [removed: (41)%] [added: 33%] | | | | | | [removed: 1,311] [added: 1,750] | | | | | | [removed: 2,205] [added: 1,311] | | | | | | [removed: 1,858] [added: 2,205] | | |

| Net income | | | [removed: (29)%] [added: 17%] | | | | | | [removed: $] [added: 5,942] | [removed: 5,067] | | | | | [removed: $] [added: 5,067] | [removed: 7,183] | | | | | [removed: $] [added: 7,183] | [removed: 5,855] | |

| Preferred stock dividends and other | | | [removed: (24)%] [added: 11%] | | | | | | [removed: 418] [added: 464] | | | | | | [removed: 548] [added: 418] | | | | | | [removed: 495] [added: 548] | | |

| Net income available to common stockholders | | | [removed: (30)%] [added: 18%] | | | | | | $ | [removed: 4,649] [added: 5,478] | | | | | $ | [removed: 6,635] [added: 4,649] | | | | | $ | [removed: 5,360] [added: 6,635] | |

- Utilization of bank supplemental funding and expectations for repayment of outstanding balances (see Results of Operations in Part II – Item 7, and Liquidity Risk in Part II – Item 7);

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- Balance sheet positioning relative to changes in interest rates;

- Regulatory and legislative developments;

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Industry Fees: Includes fees collected from clients for certain securities transactions to offset, as applicable, charges assessed on the Company by SROs and foreign governments.

Such charges include Section 31 fees, FINRA trading activity fees, options regulatory fees, proprietary index options fees, and foreign transaction tax on American Depositary Receipts.

(1) 2024 includes net outflows of $14.6 billion from off-platform brokered CDs issued by CSB and an inflow of $10.3 billion from a mutual fund clearing services client and an outflow of $1.0 billion from an international relationship.

2024 Compared to 2023

Through an evolving macroeconomic landscape in 2024, Schwab continued its “Through Clients’ Eyes” strategy, striving to meet the needs of our diverse client base, while driving growth across multiple fronts and successfully completing the integration of Ameritrade.

Amid easing inflation, the Federal Reserve began in September to cut interest rates for the first time in over four years, reducing the federal funds overnight rate by a total of 100 basis points in the third and fourth quarters.

Equity markets were positive for the year in 2024, with the S&P 500® and the NASDAQ Composite® finishing the year higher by 23% and 29%, respectively.

Reflecting the strength of equity markets and organic asset gathering, total client assets rose to $10.10 trillion as of year-end 2024, up 19% from year-end 2023.

Core net new assets totaled $366.9 billion in 2024, up 20% from 2023, and representing an annualized growth rate of 4.3%.

Following the successful completion of our final Ameritrade client conversion in May, our organic growth trends strengthened, and core net new assets for the fourth quarter of 2024 were $114.8 billion, up 51% from the fourth quarter of 2023.

We saw strong client engagement in the markets throughout 2024, with acceleration in the fourth quarter; clients’ DATs were 5.9 million in full-year 2024 and 6.3 million in the fourth quarter, increasing 9% and 22%, respectively, from the same periods in 2023.

Clients opened 4.2 million new brokerage accounts in 2024, a year-over-year increase of 10%, and active brokerage accounts ended 2024 at 36.5 million, up 5% on the year.

The Company’s financial results in 2024 reflected the impact of positive equity markets, solid asset gathering, sustained client engagement, and improvement in client cash trends.

Net income totaled $5.9 billion in 2024, up 17% year-over-year, and diluted EPS was $2.99, an increase of 18% over the prior year.

Net interest revenue was $9.1 billion in 2024, down 3% from 2023, which reflected lower average interest-earning assets and higher rates on funding sources, partially offset by growth in margin and bank lending and lower bank supplemental funding.

Client cash realignment activity continued to decelerate in 2024, and principal and interest payments on the AFS and HTM investment securities portfolios supported reductions in bank supplemental funding balances.

Asset management and administration fees were $5.7 billion in 2024, increasing 20% from the prior year primarily as a result of growth in money market funds, equity market gains, and growth in managed investing solutions.

Trading revenue was $3.3 billion in 2024, up 1% from the prior year, reflecting higher volume and changes in mix of client trading activity.

Bank deposit account fee revenue totaled $729 million in 2024, up 3% year-over-year, due primarily to $97 million in breakage fees recognized in 2023, partially offset by lower average BDA balances.

BDA balances totaled $87.6 billion at December 31, 2024, down 10% from year-end 2023 primarily resulting from lower client cash allocations.

Total expenses excluding interest were $11.9 billion in 2024, down 4% from 2023.

This decrease reflected lower restructuring costs, lower acquisition and integration-related costs, and lower regulatory fees and assessments due primarily to a $172 million FDIC special assessment recognized in the fourth quarter of 2023 (see Current Regulatory and Other Developments).

These lower expenses were partially offset by higher incentive compensation, higher depreciation and amortization due to continued investment to support growth of the business, and higher other expense.

Other expense reflected higher industry fees resulting from the SEC’s May 2024 fee rate increase.

Adjusted total expenses (1) were $11.3 billion in 2024, up 2% from 2023.

Acquisition and integration-related costs, amortization of acquired intangible assets, and restructuring costs totaled $645 million in 2024, down 55% from 2023, as substantially all of the Company’s costs related to its restructuring were incurred in 2023, and spending for the Ameritrade integration decreased in 2024 as we completed the final integration activities.

Return on average common stockholders’ equity was 15% in 2024, down from 16% in 2023, and return on tangible common equity (1) (ROTCE) was 35% in 2024, down from 54% in 2023.

These changes reflect the benefit of higher net income in 2024 offset by higher average common stockholders’ equity.

Average common stockholders’ equity was higher year-over-year due to higher retained earnings as well as higher average AOCI.

The increase in average AOCI was driven by lower unrealized losses on our AFS investment securities portfolio and securities transferred in 2022 from AFS to HTM (see Item 8 – Note 21).

Employing our diligent approach to managing the balance sheet, Schwab supported client-driven growth in margin and bank lending, while reducing our bank supplemental funding in 2024.

Total balance sheet assets decreased 3% during the year, though margin lending grew to $83.8 billion at year-end 2024, up 34%, and bank loans increased to $45.2 billion, rising 12% during the year.

Principal and interest from our AFS and HTM securities portfolios, along with deceleration of client cash realignment from sweep products to higher-yielding investment solutions, supported a reduction in bank supplemental funding, which includes brokered CDs, FHLB borrowings, and borrowings under repurchase agreements at our banks.

Total bank supplemental funding ended 2024 at $49.9 billion, down $29.7 billion, or 37%, from year-end 2023, and down 49% from peak

levels in May 2023.

- The impact from adjustments related to the Market Risk Rule (see Regulation in Part I – Item 1);

- Expected benefits from the TD Ameritrade acquisition; expected timing for the TD Ameritrade client transitions; deal-related asset attrition; and cost estimates and timing, including acquisition and integration-related costs, capital expenditures, cost synergies, and exit and other related costs (see Business Acquisition in Part I – Item 1; Overview –Integration of TD Ameritrade in Part II – Item 7; and Exit and Other Related Liabilities in Part II – Item 8 – Note 15);

- Actions to streamline our operations and our expectation of incremental run-rate cost savings and the timing and amount of associated exit and related costs (see Overview – Other in Part II – Item 7; and Exit and Other Related Liabilities in Part II – Item 8 – Note 15);

- Impact from the phase-out of LIBOR (see Risk Management – Phase-out of LIBOR in Part II – Item 7);

- Competitive pressure on pricing, including deposit rates;

- The risk that expected cost synergies and other benefits from the TD Ameritrade acquisition may not be fully realized or may take longer to realize than expected and that integration-related expenses may be higher than expected;

- The ability to successfully implement integration strategies and plans relating to TD Ameritrade, including client account transitions;

- Client cash allocations;

(2) Beginning in 2023, client cash as a percentage of client assets excludes brokered CDs issued by CSB.

Prior periods have been recast to reflect this change.

resonate with investors.

Although equity markets were volatile during 2023,

Company utilized supplemental funding sources, including FHLB borrowings and issuances of brokered CDs.

2022 Compared to 2021

Schwab’s 2022 financial results reflected strong performance against a challenging economic backdrop.

Our clients faced a very difficult environment throughout the year, encountering inflation and global economic concerns, with Russia’s invasion of Ukraine exacerbating the impact.

Equity markets suffered their worst year since 2008, with the S&P 500® and NASDAQ Composite® contracting 19% and 33%, respectively, in 2022, while investor sentiment remained bearish throughout the year.

At the same time, the Federal Reserve raised short-term rates at the fastest pace in 40 years, ultimately increasing the Fed Funds rate seven times to reach an upper bound of 4.50% in December.

Additionally, uncertainty around future macroeconomic growth increased in the second half of the year, weighing on longer-term rates and leading to an inverted yield curve.

Through these challenges, clients continued to turn to Schwab for help in achieving their financial goals.

Core net new assets in 2022 totaled $427.7 billion, representing an organic growth rate of 5%, which included significant tax-related outflows in April.

Total client assets were $7.05 trillion at December 31, 2022, down 13% from year-end 2021, as market value declines of approximately $1.5 trillion in client assets more than offset the Company’s continued asset gathering during the year.

DATs in 2022 were 5.9 million, down 9% from the prior year, as trading volume subsided from the extraordinary levels seen in 2021.

New brokerage accounts were also down from the prior year, as clients opened 4.0 million new brokerage accounts in 2022; active brokerage accounts totaled 33.8 million at December 31, 2022, up 2% from year-end 2021.

Schwab’s financial performance in 2022 reflected the resiliency of our diversified financial model in a challenging macroeconomic environment and impacts from higher market interest rates.

Net income totaled $7.2 billion in 2022 and diluted EPS was $3.50, representing year-over-year growth of 23% and 24%, respectively.

Net interest revenue increased to $10.7 billion, rising 33% from 2021 as significantly higher market rates more than offset the impact of balance sheet contraction due to client cash allocation decisions.

Asset management and administration fees totaled $4.2 billion in 2022, down 1% year-over-year as lower market valuations throughout the year offset the benefit of lower money market fund fee waivers.

Trading revenue declined by 12% to $3.7 billion in 2022, due to lower DATs relative to the extraordinary trading volume seen in 2021 and changes in mix of client trading activity.

Bank deposit account fee revenue was $1.4 billion in 2022, up 7% from 2021 as higher average net yields more than offset lower average BDA balances.

BDA balances totaled $126.6 billion at December 31, 2022, down 20% from year-end 2021, reflecting client cash allocation decisions and migrations to our balance sheet.

Total expenses excluding interest amounted to $11.4 billion in 2022, increasing 5% from 2021, and adjusted total expenses (1) were $10.4 billion, up 7% from the prior year.

These increases reflected higher compensation and benefits expense and higher occupancy and equipment expense, as we continued to invest in our people and technology to support ongoing growth in our client base.

These increases were partially offset by lower other expense, which included a charge of approximately $200 million in 2021 for a regulatory matter settled in 2022.

Acquisition and integration-related costs and amortization of acquired intangibles were $392 million and $596 million, respectively, in 2022, compared with $468 million and $615 million, respectively, in 2021.

Return on average common stockholders’ equity grew to 18% in 2022 from 11% in 2021, while ROTCE (1) increased to 42% in 2022 compared with 22% in 2021.

The increases in both return on average common stockholders’ equity and ROTCE were due primarily to lower stockholders’ equity and growth in net income.

Stockholders’ equity declined in 2022 primarily due to a significant decrease in AOCI, as higher market interest rates resulted in larger unrealized losses on our AFS investment securities portfolio.

In January and November 2022, the Company transferred $108.8 billion and $79.8 billion, respectively, of investment securities from the AFS category to the HTM category (see Capital Management and Item 8 – Note 5).

The Company continued its diligent approach to balance sheet management in 2022, maintaining appropriate capital and liquidity to support client activity and returning excess capital to stockholders.

\- 62 -

\- 64 -

At December 31, [removed: 2023,] [added: 2024,] Schwab had [removed: $8.52] [added: $10.10] trillion in client assets, [removed: 34.8] [added: 36.5] million active brokerage accounts, [removed: 5.2] [added: 5.4] million workplace plan participant accounts, and [removed: 1.8] [added: 2.0] million banking accounts.

- Charles Schwab Investment Management, Inc. (CSIM), the investment advisor for Schwab’s proprietary mutual funds (Schwab Funds®) and for Schwab’s exchange-traded funds (Schwab [removed: ETFs™).][added: ETFs).]

The Investor Services segment provides retail brokerage, investment advisory, and banking and trust services to individual investors, and retirement plan [added: and business] services, as well as other corporate brokerage services, to businesses and their employees.

The Advisor Services segment provides custodial, trading, banking and trust, and support [removed: services, as well as retirement business services,] [added: services] to independent registered investment advisors (RIAs), independent retirement advisors, and recordkeepers.

Management estimates that investable wealth in the United States (U.S.) (consisting of assets in defined contribution, retail wealth management and brokerage, and registered investment advisor channels, along with bank deposits) currently exceeds [removed: $65] [added: $75] trillion, which means the Company’s [removed: $8.52] [added: $10.10] trillion in client assets leaves substantial opportunity for growth.

Acquisition of [removed: TD] Ameritrade

[removed: Effective October 6, 2020, the] [added: The] Company [removed: completed its acquisition of] [added: acquired] TD Ameritrade Holding Corporation, now [removed: TD] Ameritrade Holding LLC [removed: (TDA] [added: (Ameritrade] Holding) and its consolidated subsidiaries (collectively referred to as [removed: “TD Ameritrade” or “TDA”).][added: Ameritrade), effective October 6, 2020.]

Over the course of [removed: 2023, the Company transitioned] [added: five client transition groups in 2023 and 2024, we converted] approximately [removed: $1.6] [added: $1.9] trillion in client assets across more than [removed: 15] [added: 17] million client accounts, including 7,000 RIAs, from [removed: TD] Ameritrade to [removed: the Schwab platform across four transition groups.][added: Schwab.]

[removed: The] [added: Through the integration, the] Company [removed: has] generally adopted Schwab platforms and systems, though we’ve leveraged certain material advantages in [removed: TD] Ameritrade’s platforms, [removed: as exemplified by] [added: including] our comprehensive integration of [removed: TD] Ameritrade’s thinkorswim® and thinkpipes® trading platforms, education, and tools into our offerings for retail and RIA clients.

[removed: Recently,] [added: In 2023,] we launched Schwab Trading Powered by Ameritrade™, [removed: a reimagined] [added: an enhanced] trading experience made possible by the combination of the thinkorswim trading platform with Schwab’s trading capabilities on Schwab.com and Schwab Mobile.

We have also incorporated [removed: TD] Ameritrade Institutional’s customizable portfolio rebalancing solution, iRebal®, as part of our offering for independent advisor clients.

[removed: See] [added: For additional information on our integration of Ameritrade, see] Part II – Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations (Item 7) – Overview and Part II – Item 8 – Financial Statements and Supplementary [removed: Date] [added: Data] (Item 8) – Note [removed: 15 for additional information on our integration of TD Ameritrade.][added: 16.]

Concurrently with the execution of the Agreement and Plan of Merger, dated as of November 24, 2019, as amended (the Merger [removed: Agreement),] [added: Agreement) to acquire Ameritrade,] CSC entered into an amended and restated insured deposit account agreement with TD Bank USA, National Association and TD Bank, National Association (together, the TD Depository Institutions) (the 2019 IDA agreement), which became effective October 6, 2020.

[removed: See] [added: For additional information on the 2023 IDA agreement, see] Part II – Item 7 – Capital Management and Item 8 – Note [removed: 14 for additional information on the 2023 IDA agreement.][added: 15.]

- [removed: Advice] [added: Managed investing] solutions – managed portfolios of both proprietary and third-party mutual funds and ETFs, separately managed accounts, customized personal advice for tailored portfolios, specialized planning, and full-time portfolio management;

- Alternative investments – access to a variety of third-party alternative [removed: investments] [added: investments,] such as private equity and real estate on Schwab’s alternative investment platforms – Schwab Alternative Investment OneSource® and Schwab Alternative Investment [removed: Marketplace.][added: Marketplace;]

The Investor Services segment includes the following business units: Retail Investor; Workplace Financial Services, which includes [removed: Stock] [added: Retirement] Plan Services, Retirement [added: Business Services (formerly part of Advisor Services), Stock] Plan Services, and Designated Brokerage [removed: Services (formerly included in the Compliance Solutions business unit, a portion of which was sold to a third-party in 2022);] [added: Services;] Mutual Fund Clearing Services; and Off-Platform Sales.

We also have a range of roles to support clients with a broad set of specialized needs, including financial planning, managed investing, [removed: estate management,] [added: trading, trust,] equity [removed: compensation] [added: compensation,] and lending.

Additionally, we have teams focused on supporting the advice and education needs of all our clients [added: and corporate plan participants] irrespective of asset levels at Schwab.

[removed: We provide investors access to professional investment management in a diversified account that is invested exclusively in either] mutual funds or ETFs through the Schwab Managed Portfolios™ and the Windhaven Investment Management® Strategies, or equity securities and ETFs through the ThomasPartners® Investment Management Strategies.

Through [removed: our acquisition of] Wasmer [removed: Schroeder in 2020,] [added: Schroeder™ Strategies,] more than 20 fixed income strategies and separately managed account offerings [removed: have been made] [added: are] available to retail [removed: clients beginning in 2021,] [added: clients,] including two positive impact [removed: strategies and] [added: strategies,] a multi-sector income [removed: strategy.][added: strategy, and ultra-short-term U.S. Treasury ladder strategies.]

Schwab Personalized Indexing® [removed: takes index investing a step further by allowing] [added: allows] clients to own individual stocks that reflect the characteristics of an index in a professionally managed solution, enabling greater customization and tax efficiency.

To meet the specific needs of trading clients, Schwab offers integrated web-, mobile-, and software-based trading platforms, real-time market data, [removed: options trading,] [added: access to an extensive set of tradeable products,] premium research, and multi-channel access, as well as sophisticated account and trade management features, risk management tools, and dedicated service support – all at highly competitive pricing.

In 2023, we introduced Schwab Trading Powered by Ameritrade™, which brings together the best of Schwab and Ameritrade’s trading platforms, comprehensive [removed: education] [added: education,] and specialized service.

In addition, Schwab serves both foreign investors and [removed: non-English-speaking] U.S. clients [added: with preferred language needs] who wish to trade or invest in U.S. dollar-based securities.

Another example of expanding access to investing includes Schwab Stock [removed: Slices™,] [added: Slices®,] a service which enables investors to purchase a single stock slice, or up to 30 different stock slices at once, from the [removed: S&P 500®,][added: Standard & Poor’s® 500 Index (S&P 500®), commission-free through our online channels.]

We also offer Schwab Investing [removed: Themes™,] [added: Themes®,] a thematic investing offer that uses proprietary research and technology to identify trends, opportunities, and relevant companies and group them into themes in which clients can invest in just a few clicks.

[removed: We also offer] [added: Stock Plan Services offers] equity compensation [added: stock] plan [removed: sponsors] [added: administrators] full-service recordkeeping for stock plans, stock options, restricted stock, performance shares, stock appreciation rights, and a full range of participant support services [removed: through our Stock Plan Services business unit.][added: that includes education and investing services to individual equity plan participants.]

Specialized services for executive transactions and reporting, [added: corporate actions,] grant acceptance tracking, and other services are offered to [removed: employers] [added: stock plan administrators] to meet the needs of administering the reporting and compliance aspects of an equity compensation plan.

Retirement Plan Services offers a bundled [removed: 401(k)] retirement plan product [added: for a range of plan types] that provides retirement plan sponsors with extensive investment options, trustee or custodial services, and [added: plan] participant-level recordkeeping.

Retirement plan design features, which increase plan efficiency and achieve [removed: employer] [added: plan sponsor] goals, are also offered, [removed: such as] [added: including] automatic enrollment, automatic fund mapping at conversion, and automatic contribution increases.

Individuals investing for retirement through 401(k) plans can take advantage of bundled offerings of multiple investment choices, education, [removed: and] third-party [removed: advice.][added: advice, and an integrated brokerage window.]

[removed: Lastly, Mutual Fund Clearing Services provides open-end mutual fund trading, settlement, and related transactional services to banks, brokerage firms, and trust companies, and] Off-Platform Sales offers proprietary mutual funds, ETFs, and collective trust funds (CTFs) outside the Company and not on the Schwab platform.

[removed: We also provide] retirement [removed: business services to independent retirement] [added: plan] advisors and [added: independent] recordkeepers.

We conduct industry research on an ongoing basis, and hold a series of events and conferences every year to discuss topics of interest to RIAs, including business [added: strategies and best practices.]

As part of our integration of [removed: TD] Ameritrade, we have [removed: successfully] added some of the best features from [removed: TD] Ameritrade into our ongoing offerings.

The [removed: Company recently launched the] [added: Company’s] thinkpipes® trading [removed: platform, which] [added: platform] offers real-time charting and efficient trading and allocation, [removed: into its ongoing offerings, as well as our] [added: and iRebal® provides] customizable portfolio rebalancing [removed: solution, iRebal®, as] [added: – both now] part of our [added: ongoing] offering for RIA clients.

Retirement Business Services provides trust, custody, brokerage, and software services to independent [removed: retirement plan advisors and independent recordkeepers.]

[removed: On March 16, 2021, CSC’s declaration electing] [added: CSC has elected] to be treated as a Financial Holding Company (FHC) [removed: was deemed effective] by the Federal Reserve.

[added: In addition to the activities that a savings and loan holding] company that has not elected to be treated as an FHC is permitted to conduct, an FHC may also engage in activities that are financial in nature or incidental to a financial activity (FHC Activities), including underwriting, dealing and making markets in securities, various insurance underwriting activities, and making merchant banking investments in non-financial companies.

In May 2024, the Company completed the final client account conversions to CS&Co from the Ameritrade broker-dealers, TD Ameritrade, Inc. and TD Ameritrade Clearing, Inc. (TDAC).

Accordingly, these entities are no longer principal business subsidiaries.

See Business Acquisition below for additional information regarding the integration.

The Company’s integration of Ameritrade is now complete.

In May 2024, the Company completed the conversion of the final Ameritrade client transition group to the Schwab platform.

Following the completion of the final client account conversions to CS&Co, TD Ameritrade, Inc., and TDAC submitted Uniform Requests for Broker-Dealer Withdrawal (BDW) to terminate their registration as broker-dealers with the SEC, the Financial Industry Regulatory Authority, Inc. (FINRA), and other applicable regulatory organizations, and as of December 31, 2024, TD Ameritrade, Inc. and TDAC are no longer registered as broker-dealers with the SEC and FINRA.

We provide investors access to professional investment management in a diversified account that is invested exclusively in either

In addition to equities, ETFs, and 24/5 trading on select securities, qualified clients can trade options, futures, and forex.

Schwab Coaching delivers online and in-person workshops as well as live and on-demand webcasts.

In addition, we provide educational content including articles, videos, podcasts, and interactive courses covering a broad range of financial topics designed to support investors of all experience levels.

The Schwab Trading Activity Index™ is a proprietary, behavior-based index created by Schwab, designed to indicate the sentiment of retail investors’ portfolios.

It measures what investors are doing and how they are actually positioned in the markets.

Workplace Financial Services includes Retirement Plan Services, Retirement Business Services, Stock Plan Services, and Designated Brokerage Services.

In addition to an open architecture investment platform, we offer a managed investing service to help plan participants work toward their retirement goals.

Beginning in 2024, the Investor Services segment includes the Retirement Business Services business unit within Workplace Financial Services.

Designated Brokerage Services supports employers’ needs for employee account surveillance (trading and reporting) through a consultative and best practices approach.

Comprehensive single-custodian solutions combine technology with experienced service team members to help compliance professionals manage risk.

Single-custodian solutions provide Schwab account trading data via an outbound direct data feed to industry regulated companies’ proprietary compliance solutions or third-party compliance monitoring systems.

Lastly, we also offer Mutual Fund Clearing Services and Off-Platform Sales.

Mutual Fund Clearing Services provides open-end mutual fund trading, settlement, and related transactional services to banks, brokerage firms, and trust companies.

engaging in additional FHC Activities.

CSC began incorporating market risk capital for the period ending December 31, 2022, and while CSC is required to make adjustments to its

CSC is also required to publicly disclose its quarterly NSFR on a semi-annual basis.

In June 2024, the Company received the results of the Federal Reserve’s 2024 CCAR.

counterparty credit limits.

In June 2024, the FDIC adopted a new final rule with additional requirements for IDI resolution plans.

Under the new final rule, large banks with total assets of at least $100 billion are required to submit comprehensive resolution plans that meet enhanced standards.

These IDIs generally are required to submit a full resolution plan every three years under the new final rule with limited supplements filed in the off years.

Among other requirements, the final rule requires periodic testing to validate capabilities and processing needed in resolution, and the FDIC will make certain credibility assessments of the IDI resolution plan.

Under the new final rule, CSB is required to submit an IDI resolution plan to the FDIC on or before July 1, 2025.

In November 2023, the FDIC approved a special assessment to recover losses incurred by the DIF in 2023 to protect uninsured depositors due to the March 2023 closures of two banks.

In July 2024, the FDIC issued a notice of proposed rulemaking to amend the brokered deposits framework; see Part II – Item 7 – Current Regulatory and Other Developments for additional information regarding this proposed rulemaking.

CS&Co is a member of FINRA and the Municipal Securities Rulemaking Board (MSRB).

less than 120% of its minimum dollar requirement.

See Part II – Item 8 – Note 24 for additional information regarding our net capital requirements.

Our ERGs are open to all employees, are not limited by affiliation, and help us build an inclusive culture.

- TD Ameritrade, Inc., an introducing securities broker-dealer;

- TD Ameritrade Clearing, Inc. (TDAC), a securities broker-dealer that provides trade execution and clearing services to TD Ameritrade, Inc.;

Effective January 1, 2021, CSC changed the designation of its corporate headquarters from San Francisco, California to Westlake, Texas.

The Company maintains a nationwide presence across a network of branches and operations centers, as well as several international locations, and our Westlake location provides a centrally located hub for the Company.

TD Ameritrade provides securities brokerage services, including trade execution, clearing services, and margin lending; and futures and foreign exchange trade execution services.

TD Ameritrade has served individual retail investors and RIAs predominantly through the Internet, a national branch network, and relationships with RIAs.

TD Ameritrade’s sources of net revenues have primarily consisted of trading revenue, net interest revenue, bank deposit account fees, and asset management and administration fees, which are reflected in our consolidated results.

The acquisition of TD Ameritrade supports the Company’s ongoing efforts to enhance the client experience, to provide deeper resources for individual investors and RIAs including more robust trading capabilities, and to continue to improve our operating efficiency.

The Company has now completed the transition of RIAs and approximately 90% of all TD Ameritrade client accounts, and we expect to complete the remaining client transitions from TD Ameritrade to Schwab in a final transition group in May 2024.

The Company has made significant progress in its efforts to reduce overlapping or redundant roles across the two firms and has largely completed the rationalization of CS&Co and TD Ameritrade, Inc. branch locations.

Integration activities for the final client transition event and selective role reductions are expected to be completed in 2024.

The TD Ameritrade broker-dealers, TD Ameritrade, Inc. and TDAC, will continue to serve their remaining clients prior to the final transition event, and the Company plans to subsequently wind-down the operations of the TD Ameritrade broker-dealers in 2024.

For example, clients that trade more actively can use these channels to access expert tools and extensive service capabilities – including experienced, knowledgeable teams of trading specialists, and integrated product offerings.

Educational tools include online and in-person workshops, live and on-demand webcasts, podcasts, interactive courses, and online information about investing.

commission-free through our online channels.

In addition to an open architecture investment platform, we offer access to low cost index mutual funds and ETFs.

This third-party advice service is delivered online, by phone, or in person, including recommendations based on the core investment fund choices in their retirement plan and specific recommended savings rates.

Services also include support for Roth 401(k) accounts, profit sharing, defined benefit plans, non-qualified plans, and Schwab Personal Choice Retirement Account®, a self-directed brokerage offering for retirement plans administered by Retirement Business Services within our Advisor Services segment.

strategies and best practices.

The Advisor Services segment also includes the Retirement Business Services business unit.

In addition to the activities that a savings and loan holding

Effective September 30, 2022, Trust Bank relocated its main office to Westlake, Texas and became a member of the Federal Reserve system.

capital.

Beginning with the first and second quarters of 2023, banking organizations subject to the rule are required to publicly disclose their quarterly NSFRs on a semi-annual basis.

The capital plan requirement became effective for CSC with the 2022 CCAR cycle, and in June 2022, the Company received the results of the Federal

Reserve’s 2022 CCAR.

Based on the results of the Federal Reserve’s 2023 CCAR, a 2.5% stress capital buffer continues to be applicable to Schwab for the four-quarter period that began October 1, 2023.

The single counterparty credit limits went into effect for CSC on January 1, 2022.

Under this requirement, CSB has been required to file with the FDIC a periodic resolution plan demonstrating how the bank could be resolved in an orderly and timely manner in the event of receivership such that the FDIC would be able to: ensure that the bank’s depositors receive access to their deposits within one business day; maximize the net present value of the bank’s assets when disposed of; and minimize losses incurred by the bank’s creditors.

In June 2021, the FDIC announced a modified resolution plan approach for insured depository institutions with total consolidated assets of $100 billion or more which established a three-year cycle submission frequency, streamlined content requirements, and placed enhanced emphasis on engagement with firms.

CSB most recently submitted a resolution plan pursuant to these requirements in November 2022.

In August 2023, the FDIC issued a proposal to revise its rule on insured depository institution resolution planning.

The proposal would revise the requirements regarding the content and timing of resolution submissions.

Covered insured depository institutions would be required to file their respective resolution plans or informational filings biennially with supplemental information to be provided in off-years, starting in 2025 if the rule is finalized as proposed.

In October 2023, the Federal Reserve, together with the Office of the Comptroller of the Currency and the FDIC, issued a final rule that makes extensive revisions to the regulations implementing the CRA.

See Part II – Item 7 – Current Regulatory and Other Developments for additional information.

Our principal broker-dealers are each members of the Financial Industry Regulatory Authority, Inc. (FINRA) and the Municipal Securities Rulemaking Board (MSRB).

The Company offers a hybrid work and

We recruit from underrepresented communities through targeted campus recruiting, scholarship programs, and partnerships with professional organizations.

Our ERGs are centered around employees who share characteristics or life experiences and are committed to enhancing diversity and inclusion at Schwab.

For a discussion of legal proceedings, see Part II – Item 8 – Note [removed: 14.][added: 15.]

For the fiscal year ended December 31, [removed: 2023][added: 2024]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T [added: (§232.405 of this chapter)] during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

As of June 30, [removed: 2023,] [added: 2024,] the aggregate market value of the voting stock held by non-affiliates of the registrant was [removed: $94.1] [added: $122.8] billion.

Part III of this Form 10-K incorporates certain information contained in the registrant’s definitive proxy statement for its annual meeting of stockholders, to be held May [removed: 23, 2024,] [added: 22, 2025,] by reference to that document.

For Fiscal Year Ended December 31, [removed: 2023][added: 2024]

| Item 1. | | | [removed: [Business](#i76cb4c088828444d901bacdb25a2a7b4_13)] [added: [Business](#i63d48c937e17408db8d3d4fea958137b_13)] | | | [removed: [1](#i76cb4c088828444d901bacdb25a2a7b4_13)] [added: [1](#i63d48c937e17408db8d3d4fea958137b_13)] | | |

| | | | [General Corporate [removed: Overview](#i76cb4c088828444d901bacdb25a2a7b4_16)] [added: Overview](#i63d48c937e17408db8d3d4fea958137b_16)] | | | [removed: [1](#i76cb4c088828444d901bacdb25a2a7b4_16)] [added: [1](#i63d48c937e17408db8d3d4fea958137b_16)] | | |

| | | | [Business Strategy and Competitive [removed: Environment](#i76cb4c088828444d901bacdb25a2a7b4_19)] [added: Environment](#i63d48c937e17408db8d3d4fea958137b_19)] | | | [removed: [1](#i76cb4c088828444d901bacdb25a2a7b4_19)] [added: [1](#i63d48c937e17408db8d3d4fea958137b_19)] | | |

| | | | [removed: [Business](#i76cb4c088828444d901bacdb25a2a7b4_22) [Acquisition](#i76cb4c088828444d901bacdb25a2a7b4_22)] [added: [Business Acquisition](#i63d48c937e17408db8d3d4fea958137b_22)] | | | [removed: [2](#i76cb4c088828444d901bacdb25a2a7b4_22)] [added: [2](#i63d48c937e17408db8d3d4fea958137b_22)] | | |

| | | | [Products and [removed: Services](#i76cb4c088828444d901bacdb25a2a7b4_25)] [added: Services](#i63d48c937e17408db8d3d4fea958137b_25)] | | | [removed: [3](#i76cb4c088828444d901bacdb25a2a7b4_25)] [added: [3](#i63d48c937e17408db8d3d4fea958137b_25)] | | |

| | | | [Sources of Net [removed: Revenues](#i76cb4c088828444d901bacdb25a2a7b4_28)] [added: Revenues](#i63d48c937e17408db8d3d4fea958137b_28)] | | | [removed: [6](#i76cb4c088828444d901bacdb25a2a7b4_28)] [added: [6](#i63d48c937e17408db8d3d4fea958137b_28)] | | |

| | | | [Human [removed: Capital](#i76cb4c088828444d901bacdb25a2a7b4_34)] [added: Capital](#i63d48c937e17408db8d3d4fea958137b_34)] | | | [removed: [11](#i76cb4c088828444d901bacdb25a2a7b4_34)] [added: [11](#i63d48c937e17408db8d3d4fea958137b_34)] | | |

| | | | [Available [removed: Information](#i76cb4c088828444d901bacdb25a2a7b4_37)] [added: Information](#i63d48c937e17408db8d3d4fea958137b_37)] | | | [removed: [12](#i76cb4c088828444d901bacdb25a2a7b4_37)] [added: [11](#i63d48c937e17408db8d3d4fea958137b_37)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i76cb4c088828444d901bacdb25a2a7b4_40)] [added: Factors](#i63d48c937e17408db8d3d4fea958137b_40)] | | | [removed: [12](#i76cb4c088828444d901bacdb25a2a7b4_40)] [added: [12](#i63d48c937e17408db8d3d4fea958137b_40)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i76cb4c088828444d901bacdb25a2a7b4_43)] [added: Comments](#i63d48c937e17408db8d3d4fea958137b_43)] | | | [removed: [21](#i76cb4c088828444d901bacdb25a2a7b4_43)] [added: [20](#i63d48c937e17408db8d3d4fea958137b_43)] | | |

| Item 2. | | | [removed: [Properties](#i76cb4c088828444d901bacdb25a2a7b4_46)] [added: [Properties](#i63d48c937e17408db8d3d4fea958137b_49)] | | | [removed: [22](#i76cb4c088828444d901bacdb25a2a7b4_46)] [added: [21](#i63d48c937e17408db8d3d4fea958137b_49)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i76cb4c088828444d901bacdb25a2a7b4_49)] [added: Proceedings](#i63d48c937e17408db8d3d4fea958137b_52)] | | | [removed: [23](#i76cb4c088828444d901bacdb25a2a7b4_49)] [added: [21](#i63d48c937e17408db8d3d4fea958137b_52)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i76cb4c088828444d901bacdb25a2a7b4_52)] [added: Disclosures](#i63d48c937e17408db8d3d4fea958137b_55)] | | | [removed: [23](#i76cb4c088828444d901bacdb25a2a7b4_52)] [added: [21](#i63d48c937e17408db8d3d4fea958137b_55)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases [removed: of](#i76cb4c088828444d901bacdb25a2a7b4_58)] [added: of](#i63d48c937e17408db8d3d4fea958137b_61)] | | | | | |

| | | | [Equity [removed: Securities](#i76cb4c088828444d901bacdb25a2a7b4_58)] [added: Securities](#i63d48c937e17408db8d3d4fea958137b_61)] | | | [removed: [24](#i76cb4c088828444d901bacdb25a2a7b4_58)] [added: [22](#i63d48c937e17408db8d3d4fea958137b_61)] | | |

| Item 6. | | | [removed: [Reserved](#i76cb4c088828444d901bacdb25a2a7b4_61)] [added: [Reserved](#i63d48c937e17408db8d3d4fea958137b_64)] | | | [removed: [25](#i76cb4c088828444d901bacdb25a2a7b4_61)] [added: [23](#i63d48c937e17408db8d3d4fea958137b_64)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i76cb4c088828444d901bacdb25a2a7b4_67)] [added: Operations](#i63d48c937e17408db8d3d4fea958137b_70)] | | | [removed: [26](#i76cb4c088828444d901bacdb25a2a7b4_67)] [added: [24](#i63d48c937e17408db8d3d4fea958137b_70)] | | |

| | | | [Forward-Looking [removed: Statements](#i76cb4c088828444d901bacdb25a2a7b4_70)] [added: Statements](#i63d48c937e17408db8d3d4fea958137b_73)] | | | [removed: [26](#i76cb4c088828444d901bacdb25a2a7b4_70)] [added: [24](#i63d48c937e17408db8d3d4fea958137b_73)] | | |

| | | | [Glossary of [removed: Terms](#i76cb4c088828444d901bacdb25a2a7b4_73)] [added: Terms](#i63d48c937e17408db8d3d4fea958137b_76)] | | | [removed: [27](#i76cb4c088828444d901bacdb25a2a7b4_73)] [added: [25](#i63d48c937e17408db8d3d4fea958137b_76)] | | |

| | | | [Current [removed: Regulatory](#i76cb4c088828444d901bacdb25a2a7b4_85) [and] [added: Regulatory and] Other [removed: Developments](#i76cb4c088828444d901bacdb25a2a7b4_85)] [added: Developments](#i63d48c937e17408db8d3d4fea958137b_88)] | | | [removed: [34](#i76cb4c088828444d901bacdb25a2a7b4_85)] [added: [32](#i63d48c937e17408db8d3d4fea958137b_88)] | | |

| | | | [Results of [removed: Operations](#i76cb4c088828444d901bacdb25a2a7b4_88)] [added: Operations](#i63d48c937e17408db8d3d4fea958137b_91)] | | | [removed: [35](#i76cb4c088828444d901bacdb25a2a7b4_88)] [added: [33](#i63d48c937e17408db8d3d4fea958137b_91)] | | |

| | | | [Fair Value of Financial [removed: Instruments](#i76cb4c088828444d901bacdb25a2a7b4_148)] [added: Instruments](#i63d48c937e17408db8d3d4fea958137b_142)] | | | [removed: [61](#i76cb4c088828444d901bacdb25a2a7b4_148)] [added: [58](#i63d48c937e17408db8d3d4fea958137b_142)] | | |

| | | | [Critical Accounting [removed: Estimates](#i76cb4c088828444d901bacdb25a2a7b4_151)] [added: Estimates](#i63d48c937e17408db8d3d4fea958137b_145)] | | | [removed: [61](#i76cb4c088828444d901bacdb25a2a7b4_151)] [added: [58](#i63d48c937e17408db8d3d4fea958137b_145)] | | |

| | | | [Non-GAAP Financial [removed: Measures](#i76cb4c088828444d901bacdb25a2a7b4_154)] [added: Measures](#i63d48c937e17408db8d3d4fea958137b_148)] | | | [removed: [62](#i76cb4c088828444d901bacdb25a2a7b4_154)] [added: [60](#i63d48c937e17408db8d3d4fea958137b_148)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i76cb4c088828444d901bacdb25a2a7b4_157)] [added: Risk](#i63d48c937e17408db8d3d4fea958137b_151)] | | | [removed: [64](#i76cb4c088828444d901bacdb25a2a7b4_157)] [added: [62](#i63d48c937e17408db8d3d4fea958137b_151)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i76cb4c088828444d901bacdb25a2a7b4_160)] [added: Data](#i63d48c937e17408db8d3d4fea958137b_154)] | | | [removed: [65](#i76cb4c088828444d901bacdb25a2a7b4_160)] [added: [63](#i63d48c937e17408db8d3d4fea958137b_154)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i76cb4c088828444d901bacdb25a2a7b4_289)] [added: Disclosure](#i63d48c937e17408db8d3d4fea958137b_286)] | | | [removed: [129](#i76cb4c088828444d901bacdb25a2a7b4_289)] [added: [125](#i63d48c937e17408db8d3d4fea958137b_286)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i76cb4c088828444d901bacdb25a2a7b4_292)] [added: Procedures](#i63d48c937e17408db8d3d4fea958137b_289)] | | | [removed: [129](#i76cb4c088828444d901bacdb25a2a7b4_292)] [added: [125](#i63d48c937e17408db8d3d4fea958137b_289)] | | |

| Item 9B. | | | [Other [removed: Information](#i76cb4c088828444d901bacdb25a2a7b4_295)] [added: Information](#i63d48c937e17408db8d3d4fea958137b_292)] | | | [removed: [129](#i76cb4c088828444d901bacdb25a2a7b4_295)] [added: [125](#i63d48c937e17408db8d3d4fea958137b_292)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i76cb4c088828444d901bacdb25a2a7b4_298)] [added: Inspections](#i63d48c937e17408db8d3d4fea958137b_298)] | | | [removed: [129](#i76cb4c088828444d901bacdb25a2a7b4_298)] [added: [125](#i63d48c937e17408db8d3d4fea958137b_298)] | | |

| [Part [removed: III](#i76cb4c088828444d901bacdb25a2a7b4_301)] [added: III](#i63d48c937e17408db8d3d4fea958137b_301)] | | | | | | | | |

| Item 10. | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i76cb4c088828444d901bacdb25a2a7b4_304)] [added: Governance](#i63d48c937e17408db8d3d4fea958137b_304)] | | | [removed: [129](#i76cb4c088828444d901bacdb25a2a7b4_304)] [added: [126](#i63d48c937e17408db8d3d4fea958137b_304)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i76cb4c088828444d901bacdb25a2a7b4_310)] [added: Compensation](#i63d48c937e17408db8d3d4fea958137b_310)] | | | [removed: [131](#i76cb4c088828444d901bacdb25a2a7b4_310)] [added: [127](#i63d48c937e17408db8d3d4fea958137b_310)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i76cb4c088828444d901bacdb25a2a7b4_313)] [added: Matters](#i63d48c937e17408db8d3d4fea958137b_313)] | | | [removed: [131](#i76cb4c088828444d901bacdb25a2a7b4_313)] [added: [127](#i63d48c937e17408db8d3d4fea958137b_313)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i76cb4c088828444d901bacdb25a2a7b4_316)] [added: Independence](#i63d48c937e17408db8d3d4fea958137b_316)] | | | [removed: [131](#i76cb4c088828444d901bacdb25a2a7b4_316)] [added: [127](#i63d48c937e17408db8d3d4fea958137b_316)] | | |

As of February 12, 2025, 1,813,567,665 shares of $.01 par value Common Stock were outstanding.

| [Part I](#i63d48c937e17408db8d3d4fea958137b_10) | | | | | | | | |

| | | | [Regulation](#i63d48c937e17408db8d3d4fea958137b_31) | | | [6](#i63d48c937e17408db8d3d4fea958137b_31) | | |

| Item 1C. | | | [Cybersecurity](#i63d48c937e17408db8d3d4fea958137b_46) | | | [20](#i63d48c937e17408db8d3d4fea958137b_46) | | |

| [Part II](#i63d48c937e17408db8d3d4fea958137b_58) | | | | | | | | |

| | | | [Overview](#i63d48c937e17408db8d3d4fea958137b_79) | | | [28](#i63d48c937e17408db8d3d4fea958137b_79) | | |

| | | | [Risk Management](#i63d48c937e17408db8d3d4fea958137b_121) | | | [43](#i63d48c937e17408db8d3d4fea958137b_121) | | |

| | | | [Capital Management](#i63d48c937e17408db8d3d4fea958137b_130) | | | [55](#i63d48c937e17408db8d3d4fea958137b_130) | | |

| | | | [Foreign Exposure](#i63d48c937e17408db8d3d4fea958137b_139) | | | [58](#i63d48c937e17408db8d3d4fea958137b_139) | | |

| [Signatures](#i63d48c937e17408db8d3d4fea958137b_334) | | | | | | [135](#i63d48c937e17408db8d3d4fea958137b_334) | | |

As of January 31, 2024, 1,773,475,323 shares of $.01 par value Common Stock and 50,893,695 shares of $.01 par value Nonvoting Common Stock were outstanding.

| [Part I](#i76cb4c088828444d901bacdb25a2a7b4_10) | | | | | | | | |

| | | | [Regulation](#i76cb4c088828444d901bacdb25a2a7b4_31) | | | [6](#i76cb4c088828444d901bacdb25a2a7b4_31) | | |

| Item 1C. | | | [C](#i76cb4c088828444d901bacdb25a2a7b4_3086)[ybersecurity](#i76cb4c088828444d901bacdb25a2a7b4_3086) | | | [21](#i76cb4c088828444d901bacdb25a2a7b4_3086) | | |

| [Part II](#i76cb4c088828444d901bacdb25a2a7b4_55) | | | | | | | | |

| | | | [Overview](#i76cb4c088828444d901bacdb25a2a7b4_76) | | | [30](#i76cb4c088828444d901bacdb25a2a7b4_76) | | |

| | | | [Risk Management](#i76cb4c088828444d901bacdb25a2a7b4_118) | | | [45](#i76cb4c088828444d901bacdb25a2a7b4_118) | | |

| | | | [Capital Management](#i76cb4c088828444d901bacdb25a2a7b4_136) | | | [57](#i76cb4c088828444d901bacdb25a2a7b4_136) | | |

| | | | [Foreign Exposure](#i76cb4c088828444d901bacdb25a2a7b4_145) | | | [60](#i76cb4c088828444d901bacdb25a2a7b4_145) | | |

| [Signatures](#i76cb4c088828444d901bacdb25a2a7b4_334) | | | | | | [139](#i76cb4c088828444d901bacdb25a2a7b4_334) | | |

CSC’s Board of [removed: Directors] [added: Directors, supported by the Board Risk Committee,] oversees [removed: management’s processes for] [added: Schwab’s enterprise] risk [removed: management,] [added: management process] and [removed: the Risk Committee of the Board of Directors assists the Board in fulfilling its oversight responsibilities with respect to managing risks,] [added: policies,] including cybersecurity risks.

Integrated within the Company’s overall enterprise risk management program, Schwab has an established information security program that [added: is regularly assessed against formal industry standards and] knits together complementary tools, controls, and technologies to protect systems, client [removed: accounts] [added: accounts,] and data.

We [removed: continuously monitor the] [added: deploy advanced monitoring] systems [added: to identify suspicious activity] and [added: deter unauthorized access by internal or external actors, and] work collaboratively with government agencies, law enforcement, and other financial institutions to address potential threats.

We also maintain policies, standards, and procedures, which apply to employees, contractors, and third parties, regarding the standard of care expected with all [added: of our] data, whether the data is internal company information, employee information, or non-public client information.

[removed: All employees] [added: Employees] who handle sensitive information are trained in privacy and [removed: security.][added: security, including training on recognizing social engineering.]

Our CISO has extensive experience assessing and managing cybersecurity risk, and is supported by a cybersecurity organization comprised of hundreds of professionals, many of whom hold various [removed: certifications] [added: certifications,] such as Certified Information Systems Security Professional, Certified Information Security Manager, and Certified in Risk and Information System Control.

Risk Factors for additional [removed: information] [added: discussion] on [removed: cybersecurity risk.][added: information security risks.]

Despite our efforts to protect our systems and data, there can be no assurance that we are able to maintain effective preventive measures against all cybersecurity risks, especially because attacks can originate from a wide variety of sources, and the techniques used change frequently and may not be immediately recognizable.

We evaluate and manage risk related to third-party vendors, assessing their cybersecurity programs and practices both prior to onboarding and over the term of service.

Our CISO and CIO regularly review our cybersecurity program and our prevention, detection, mitigation, and remediation efforts with management level risk committees and the Board Risk Committee, and we maintain a process for timely escalation of significant risk events to senior management and the Board.

\- 20 -

Information security, including cybersecurity, is the risk of unauthorized access, use, disclosure, disruption, modification, recording or destruction of the firm’s information or systems.

\- 21 -

We deploy advanced monitoring systems to identify suspicious activity and deter unauthorized access by internal or external actors.

Our CISO and CIO attend meetings of and present to the Risk Committee of CSC’s Board of Directors on our prevention, detection, mitigation, and remediation efforts of our cybersecurity program.

We also have an escalation process in place to inform senior management and the Board of Directors of material cybersecurity incidents in a timely manner.

| December 31, [removed: 2023] [added: 2024] | | | Square Footage | | | | | |

| St. Louis, MO | | | — | | | [removed: 375] [added: 372] | | |

As of December 31, [removed: 2023,] [added: 2024,] the Company had more than 380 domestic branch offices in 48 states and the District of Columbia, as well as locations in Puerto Rico, the United Kingdom, Hong Kong, and Singapore.

| Denver, CO | | | — | | | 759 | | |

| Orlando, FL | | | 57 | | | 222 | | |

| Chicago, IL | | | 190 | | | — | | |

| Denver, CO | | | — | | | 767 | | |

| Chicago, IL | | | 223 | | | — | | |

| Orlando, FL | | | 159 | | | — | | |

\- 22 -

THE CHARLES SCHWAB CORPORATION

During 2023, the Company continued its integration of TD Ameritrade and engaged in certain other cost reduction efforts, including to decrease its real estate footprint.

As part of these actions, the Company’s use of certain of the above locations was decreased in 2023, including Jersey City, NJ and San Francisco, CA, and certain additional reductions in the Company’s real estate footprint are expected in 2024.

See Part II – Item 8 – Notes 7, 13, and 15 for additional information.

\- 21 -

\- 23 -

The number of common stockholders of record as of [removed: January 31, 2024,] [added: February 12, 2025,] was [removed: 5,045.][added: 4,341.]

The closing market price per share on that date was [removed: $62.92.][added: $82.28.]

The following graph shows a five-year comparison of cumulative total returns for CSC’s common stock, the [removed: Standard & Poor’s® 500 Index,] [added: S&P 500®,] and the Dow Jones U.S. Investment Services Index, each of which assumes an initial investment of $100 and reinvestment of dividends.

[removed: ![Graph] [added: ![graph] to [removed: Insert Item 5.jpg](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-20231231_g1.jpg)][added: insert item 5 v2.jpg](https://www.sec.gov/Archives/edgar/data/316709/000031670925000010/schw-20241231_g1.jpg)]

| December 31, | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

| Dow Jones U.S. Investment Services Index | | | $ | 100 | | | | | $ | [removed: 124] [added: 118] | | | | | $ | [removed: 147] [added: 166] | | | | | $ | [removed: 206] [added: 149] | | | | | $ | [removed: 185] [added: 169] | | | | | $ | [removed: 209] [added: 217] | |

For information relating to compensation plans under which our equity securities are authorized for issuance, see Item 8 – Note [removed: 21] [added: 22] and Part III – Item 12.

On July 27, 2022, CSC publicly announced that its Board of Directors terminated its prior repurchase authorization and replaced it with [removed: a new] [added: an] authorization to repurchase up to $15.0 billion of common stock.

See also Item 8 – Note [removed: 19.][added: 20.]

The following table summarizes purchases made by or on behalf of CSC of its common stock for each calendar month in the fourth quarter of [removed: 2023] [added: 2024] (in millions, except number of shares, which are in thousands, and per share amounts):

| Employee transactions (1) | | | [removed: 94] [added: 18] | | | | | | $ | [removed: 53.78] [added: 67.63] | | | | | N/A | | | | | | N/A | | |

| Employee transactions (1) | | | [removed: 318] [added: 1] | | | | | | $ | [removed: 53.20] [added: 81.50] | | | | | N/A | | | | | | N/A | | |

| Employee transactions (1) | | | [removed: 2] [added: 102] | | | | | | $ | [removed: 63.61] [added: 72.16] | | | | | N/A | | | | | | N/A | | |

| The Charles Schwab Corporation | | | $ | 100 | | | | | $ | 114 | | | | | $ | 182 | | | | | $ | 182 | | | | | $ | 153 | | | | | $ | 167 | |

| S&P 500® | | | $ | 100 | | | | | $ | 118 | | | | | $ | 152 | | | | | $ | 125 | | | | | $ | 158 | | | | | $ | 197 | |

\- 22 -

| Employee transactions (1) | | | 121 | | | | | | $ | 71.55 | | | | | N/A | | | | | | N/A | | |

| The Charles Schwab Corporation | | | $ | 100 | | | | | $ | 116 | | | | | $ | 132 | | | | | $ | 212 | | | | | $ | 212 | | | | | $ | 178 | |

| Standard & Poor’s 500 Index | | | $ | 100 | | | | | $ | 131 | | | | | $ | 156 | | | | | $ | 200 | | | | | $ | 164 | | | | | $ | 207 | |

\- 24 -

| Employee transactions (1) | | | 414 | | | | | | $ | 53.37 | | | | | N/A | | | | | | N/A | | |

\- 23 -

\- 25 -

| [Consolidated Statements of [removed: Income](#i76cb4c088828444d901bacdb25a2a7b4_163)] [added: Income](#i63d48c937e17408db8d3d4fea958137b_157)] | | | | | | [removed: [66](#i76cb4c088828444d901bacdb25a2a7b4_163)] [added: [64](#i63d48c937e17408db8d3d4fea958137b_157)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i76cb4c088828444d901bacdb25a2a7b4_166)] [added: Income](#i63d48c937e17408db8d3d4fea958137b_160)] | | | | | | [removed: [67](#i76cb4c088828444d901bacdb25a2a7b4_166)] [added: [65](#i63d48c937e17408db8d3d4fea958137b_160)] | | |

| [Consolidated Balance [removed: Sheets](#i76cb4c088828444d901bacdb25a2a7b4_169)] [added: Sheets](#i63d48c937e17408db8d3d4fea958137b_163)] | | | | | | [removed: [68](#i76cb4c088828444d901bacdb25a2a7b4_169)] [added: [66](#i63d48c937e17408db8d3d4fea958137b_163)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i76cb4c088828444d901bacdb25a2a7b4_172)] [added: Equity](#i63d48c937e17408db8d3d4fea958137b_166)] | | | | | | [removed: [69](#i76cb4c088828444d901bacdb25a2a7b4_172)] [added: [67](#i63d48c937e17408db8d3d4fea958137b_166)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i76cb4c088828444d901bacdb25a2a7b4_175)] [added: Flows](#i63d48c937e17408db8d3d4fea958137b_169)] | | | | | | [removed: [70](#i76cb4c088828444d901bacdb25a2a7b4_175)] [added: [68](#i63d48c937e17408db8d3d4fea958137b_169)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i76cb4c088828444d901bacdb25a2a7b4_178)] [added: Statements](#i63d48c937e17408db8d3d4fea958137b_172)] | | | | | | [removed: [72](#i76cb4c088828444d901bacdb25a2a7b4_178)] [added: [70](#i63d48c937e17408db8d3d4fea958137b_172)] | | |

| Note 1. | | | [Introduction and Basis of [removed: Presentation](#i76cb4c088828444d901bacdb25a2a7b4_181)] [added: Presentation](#i63d48c937e17408db8d3d4fea958137b_175)] | | | [removed: [72](#i76cb4c088828444d901bacdb25a2a7b4_181)] [added: [70](#i63d48c937e17408db8d3d4fea958137b_175)] | | |

| Note 2. | | | [Summary of Significant Accounting [removed: Policies](#i76cb4c088828444d901bacdb25a2a7b4_184)] [added: Policies](#i63d48c937e17408db8d3d4fea958137b_178)] | | | [removed: [73](#i76cb4c088828444d901bacdb25a2a7b4_184)] [added: [71](#i63d48c937e17408db8d3d4fea958137b_178)] | | |

| Note 3. | | | [Revenue [removed: Recognition](#i76cb4c088828444d901bacdb25a2a7b4_193)] [added: Recognition](#i63d48c937e17408db8d3d4fea958137b_184)] | | | [removed: [83](#i76cb4c088828444d901bacdb25a2a7b4_193)] [added: [81](#i63d48c937e17408db8d3d4fea958137b_184)] | | |

| Note [removed: 4.] [added: 5.] | | | [Receivables from and Payables to Brokerage [removed: Clients](#i76cb4c088828444d901bacdb25a2a7b4_196)] [added: Clients](#i63d48c937e17408db8d3d4fea958137b_187)] | | | [removed: [84](#i76cb4c088828444d901bacdb25a2a7b4_196)] [added: [82](#i63d48c937e17408db8d3d4fea958137b_187)] | | |

| Note [removed: 5.] [added: 6.] | | | [Investment [removed: Securities](#i76cb4c088828444d901bacdb25a2a7b4_199)] [added: Securities](#i63d48c937e17408db8d3d4fea958137b_190)] | | | [removed: [85](#i76cb4c088828444d901bacdb25a2a7b4_199)] [added: [83](#i63d48c937e17408db8d3d4fea958137b_190)] | | |

| Note [removed: 6.] [added: 7.] | | | [Bank Loans and Related Allowance for Credit [removed: Losses](#i76cb4c088828444d901bacdb25a2a7b4_202)] [added: Losses](#i63d48c937e17408db8d3d4fea958137b_193)] | | | [removed: [88](#i76cb4c088828444d901bacdb25a2a7b4_202)] [added: [86](#i63d48c937e17408db8d3d4fea958137b_193)] | | |

| Note [removed: 7.] [added: 8.] | | | [Equipment, Office Facilities, and [removed: Property](#i76cb4c088828444d901bacdb25a2a7b4_208)] [added: Property](#i63d48c937e17408db8d3d4fea958137b_199)] | | | [removed: [92](#i76cb4c088828444d901bacdb25a2a7b4_208)] [added: [90](#i63d48c937e17408db8d3d4fea958137b_199)] | | |

| Note [removed: 8.] [added: 9.] | | | [Goodwill and Acquired Intangible [removed: Assets](#i76cb4c088828444d901bacdb25a2a7b4_211)] [added: Assets](#i63d48c937e17408db8d3d4fea958137b_202)] | | | [removed: [93](#i76cb4c088828444d901bacdb25a2a7b4_211)] [added: [90](#i63d48c937e17408db8d3d4fea958137b_202)] | | |

| Note [removed: 10.] [added: 11.] | | | [Variable Interest [removed: Entities](#i76cb4c088828444d901bacdb25a2a7b4_217)] [added: Entities](#i63d48c937e17408db8d3d4fea958137b_208)] | | | [removed: [94](#i76cb4c088828444d901bacdb25a2a7b4_217)] [added: [92](#i63d48c937e17408db8d3d4fea958137b_208)] | | |

| Note [removed: 15.] [added: 16.] | | | [Exit and Other Related [removed: Liabilities](#i76cb4c088828444d901bacdb25a2a7b4_235)] [added: Liabilities](#i63d48c937e17408db8d3d4fea958137b_229)] | | | [removed: [102](#i76cb4c088828444d901bacdb25a2a7b4_235)] [added: [99](#i63d48c937e17408db8d3d4fea958137b_229)] | | |

| Note [removed: 17.] [added: 18.] | | | [Financial Instruments Subject to Off-Balance Sheet Credit [removed: Risk](#i76cb4c088828444d901bacdb25a2a7b4_238)] [added: Risk](#i63d48c937e17408db8d3d4fea958137b_235)] | | | [removed: [106](#i76cb4c088828444d901bacdb25a2a7b4_238)] [added: [104](#i63d48c937e17408db8d3d4fea958137b_235)] | | |

| Note [removed: 18.] [added: 19.] | | | [Fair Values of Assets and [removed: Liabilities](#i76cb4c088828444d901bacdb25a2a7b4_244)] [added: Liabilities](#i63d48c937e17408db8d3d4fea958137b_241)] | | | [removed: [109](#i76cb4c088828444d901bacdb25a2a7b4_244)] [added: [106](#i63d48c937e17408db8d3d4fea958137b_241)] | | |

| Note [removed: 21.] [added: 22.] | | | [Employee Incentive, Retirement, Deferred Compensation, and Career Achievement [removed: Plans](#i76cb4c088828444d901bacdb25a2a7b4_256)] [added: Plans](#i63d48c937e17408db8d3d4fea958137b_253)] | | | [removed: [116](#i76cb4c088828444d901bacdb25a2a7b4_256)] [added: [112](#i63d48c937e17408db8d3d4fea958137b_253)] | | |

[removed: | Note 26. | | | [The] [added: 27. The] Charles Schwab Corporation – Parent Company Only Financial [removed: Statements](#i76cb4c088828444d901bacdb25a2a7b4_274) | | | [124](#i76cb4c088828444d901bacdb25a2a7b4_274) | | |][added: Statements]

| [Report of Independent Registered Public Accounting [removed: Firm](#i76cb4c088828444d901bacdb25a2a7b4_283)] [added: Firm](#i63d48c937e17408db8d3d4fea958137b_280)] (PCAOB ID No. 34) | | | | | | [removed: [126](#i76cb4c088828444d901bacdb25a2a7b4_283)] [added: [122](#i63d48c937e17408db8d3d4fea958137b_280)] | | |

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#i76cb4c088828444d901bacdb25a2a7b4_286)] [added: Reporting](#i63d48c937e17408db8d3d4fea958137b_283)] | | | | | | [removed: [128](#i76cb4c088828444d901bacdb25a2a7b4_286)] [added: [124](#i63d48c937e17408db8d3d4fea958137b_283)] | | |

| Year Ended December 31, | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Interest revenue | | | $ | [removed: 16,111] [added: 15,537] | | | | | $ | [removed: 12,227] [added: 16,111] | | | | | $ | [removed: 8,506] [added: 12,227] | |

| Interest expense | | | [removed: (6,684)] [added: (6,393)] | | | | | | [removed: (1,545)] [added: (6,684)] | | | | | | [removed: (476)] [added: (1,545)] | | |

| Net interest revenue | | | [removed: 9,427] [added: 9,144] | | | | | | [removed: 10,682] [added: 9,427] | | | | | | [removed: 8,030] [added: 10,682] | | |

| Asset management and administration fees (1) | | | [removed: 4,756] [added: 5,716] | | | | | | [removed: 4,216] [added: 4,756] | | | | | | [removed: 4,274] [added: 4,216] | | |

| Trading revenue | | | [removed: 3,230] [added: 3,264] | | | | | | [removed: 3,673] [added: 3,230] | | | | | | [removed: 4,152] [added: 3,673] | | |

| Bank deposit account fees | | | [removed: 705] [added: 729] | | | | | | [removed: 1,409] [added: 705] | | | | | | [removed: 1,315] [added: 1,409] | | |

| Other | | | [removed: 719] [added: 753] | | | | | | [removed: 782] [added: 719] | | | | | | [removed: 749] [added: 782] | | |

| Total net revenues | | | [removed: 18,837] [added: 19,606] | | | | | | [removed: 20,762] [added: 18,837] | | | | | | [removed: 18,520] [added: 20,762] | | |

| Compensation and benefits | | | [removed: 6,315] [added: 6,043] | | | | | | [removed: 5,936] [added: 6,315] | | | | | | [removed: 5,450] [added: 5,936] | | |

| Professional services | | | [removed: 1,058] [added: 1,053] | | | | | | [removed: 1,032] [added: 1,058] | | | | | | [removed: 994] [added: 1,032] | | |

| Occupancy and equipment | | | [removed: 1,254] [added: 1,060] | | | | | | [removed: 1,175] [added: 1,254] | | | | | | [removed: 976] [added: 1,175] | | |

| Advertising and market development | | | 397 | | | | | | [removed: 419] [added: 397] | | | | | | [removed: 485] [added: 419] | | |

| Communications | | | [removed: 629] [added: 591] | | | | | | [removed: 588] [added: 629] | | | | | | [removed: 587] [added: 588] | | |

| Depreciation and amortization | | | [removed: 804] [added: 916] | | | | | | [removed: 652] [added: 804] | | | | | | [removed: 549] [added: 652] | | |

| Amortization of acquired intangible assets | | | [removed: 534] [added: 519] | | | | | | [removed: 596] [added: 534] | | | | | | [removed: 615] [added: 596] | | |

| Regulatory fees and assessments | | | [removed: 547] [added: 398] | | | | | | [removed: 262] [added: 547] | | | | | | [removed: 275] [added: 262] | | |

| Other | | | [removed: 921] [added: 937] | | | | | | [removed: 714] [added: 921] | | | | | | [removed: 876] [added: 714] | | |

| Note 4. | | | [Receivables from and Payables to Brokers, Dealers, and Clearing Organizations](#i63d48c937e17408db8d3d4fea958137b_3063) | | | [82](#i63d48c937e17408db8d3d4fea958137b_3063) | | |

| Note 10. | | | [Other Assets](#i63d48c937e17408db8d3d4fea958137b_205) | | | [91](#i63d48c937e17408db8d3d4fea958137b_205) | | |

| Note 12. | | | [Bank Deposits](#i63d48c937e17408db8d3d4fea958137b_211) | | | [92](#i63d48c937e17408db8d3d4fea958137b_211) | | |

| Note 13. | | | [Borrowings](#i63d48c937e17408db8d3d4fea958137b_214) | | | [93](#i63d48c937e17408db8d3d4fea958137b_214) | | |

| Note 14. | | | [Leases](#i63d48c937e17408db8d3d4fea958137b_223) | | | [96](#i63d48c937e17408db8d3d4fea958137b_223) | | |

| Note 15. | | | [Commitments and Contingencies](#i63d48c937e17408db8d3d4fea958137b_226) | | | [97](#i63d48c937e17408db8d3d4fea958137b_226) | | |

| Note 17. | | | [Derivative Instruments and Hedging Activities](#i63d48c937e17408db8d3d4fea958137b_232) | | | [102](#i63d48c937e17408db8d3d4fea958137b_232) | | |

| Note 20. | | | [Stockholders’ Equity](#i63d48c937e17408db8d3d4fea958137b_244) | | | [109](#i63d48c937e17408db8d3d4fea958137b_244) | | |

| Note 21. | | | [Accumulated Other Comprehensive Income](#i63d48c937e17408db8d3d4fea958137b_250) | | | [111](#i63d48c937e17408db8d3d4fea958137b_250) | | |

| Note 23. | | | [Taxes on Income](#i63d48c937e17408db8d3d4fea958137b_259) | | | [114](#i63d48c937e17408db8d3d4fea958137b_259) | | |

| Note 24. | | | [Regulatory Requirements](#i63d48c937e17408db8d3d4fea958137b_262) | | | [116](#i63d48c937e17408db8d3d4fea958137b_262) | | |

| Note 25. | | | [Segment Information](#i63d48c937e17408db8d3d4fea958137b_265) | | | [117](#i63d48c937e17408db8d3d4fea958137b_265) | | |

| Note 26. | | | [Earnings Per Common Share](#i63d48c937e17408db8d3d4fea958137b_268) | | | [118](#i63d48c937e17408db8d3d4fea958137b_268) | | |

| Note 28. | | | [Subsequent Events](#i63d48c937e17408db8d3d4fea958137b_277) | | | [121](#i63d48c937e17408db8d3d4fea958137b_277) | | |

\- 63 -

\- 64 -

| Receivables from brokers, dealers, and clearing organizations | | | 2,440 | | | | | | 3,327 | | |

| Payables to brokers, dealers, and clearing organizations | | | 13,336 | | | | | | 6,648 | | |

| Redemption and repurchase of preferred stock, inclusive of tax | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | |

| Balance at December 31, 2024 | | | $ | 9,191 | | 2,023 | | | $ | 20 | | 51 | | | $ | 1 | | $ | 27,639 | | $ | 37,568 | | $ | (11,196) | | $ | (14,848) | | $ | 48,375 | |

| Receivables from brokers, dealers, and clearing organizations | | | 887 | | | (451) | | | 172 | | |

| Payables to brokers, dealers, and clearing organizations | | | 6,688 | | | 1,808 | | | (2,849) | | |

In May 2024, the Company completed the final client account conversions to CS&Co from the Ameritrade broker-dealers, TD Ameritrade, Inc. and TD Ameritrade Clearing, Inc. (TDAC).

Accordingly, these entities are no longer principal business subsidiaries.

See Note 16 for additional information regarding the Company’s integration of Ameritrade.

Correspondingly, interest expense related to securities lending is now presented as interest expense on payables to brokers, dealers, and clearing organizations.

housing projects which are accounted for under the proportional amortization method.

transactions are included in receivables from brokers, dealers, and clearing organizations on the consolidated balance sheets.

In instances where the Company is acting as the lender and receives securities that can be sold or pledged as collateral, the Company recognizes the collateral received at fair value and the obligation to return the collateral in the consolidated balance sheets.

Interest income on bank loans is recognized using the effective interest method based on the contractual terms of the loan.

Economic hedges do not qualify for hedge accounting or the Company elects not to apply hedge accounting.

For the Company’s economic hedges, the gain or loss on the derivatives is recorded in earnings and provides an offset to the gains or losses recognized on the hedged items.

The Company did not have any economic hedges during the years ended December 31, 2024 and 2023.

When

| ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” | | | Requires additional disclosures about certain expenses including, but not limited to, employee compensation, depreciation, amortization of intangible assets, and selling expenses. Also requires annual disclosure of how selling expenses are defined. Adoption allows retrospective or prospective application, with early adoption permitted. | | | January 1, 2027 (applies to the annual financial statements for 2027 and interim periods thereafter) | | | The Company is evaluating the impact of this guidance on its financial statement disclosures. | | |

| Payables to brokers, dealers, and clearing organizations (1) | | | (372) | | | | | | (147) | | | | | | (48) | | |

| Interest expense | | | (6,393) | | | | | | (6,684) | | | | | | (1,545) | | |

| Net interest revenue | | | 9,144 | | | | | | 9,427 | | | | | | 10,682 | | |

| Managed investing solutions (2) | | | 2,129 | | | | | | 1,868 | | | | | | 1,854 | | |

| Trading revenue | | | 3,264 | | | | | | 3,230 | | | | | | 3,673 | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Note 9. | | | [Other Assets](#i76cb4c088828444d901bacdb25a2a7b4_214) | | | [94](#i76cb4c088828444d901bacdb25a2a7b4_214) | | |

| Note 11. | | | [Bank Deposits](#i76cb4c088828444d901bacdb25a2a7b4_220) | | | [95](#i76cb4c088828444d901bacdb25a2a7b4_220) | | |

| Note 12. | | | [Borrowings](#i76cb4c088828444d901bacdb25a2a7b4_223) | | | [96](#i76cb4c088828444d901bacdb25a2a7b4_223) | | |

| Note 13. | | | [Leases](#i76cb4c088828444d901bacdb25a2a7b4_229) | | | [99](#i76cb4c088828444d901bacdb25a2a7b4_229) | | |

| Note 14. | | | [Commitments and Contingencies](#i76cb4c088828444d901bacdb25a2a7b4_232) | | | [100](#i76cb4c088828444d901bacdb25a2a7b4_232) | | |

| Note 16. | | | [D](#i76cb4c088828444d901bacdb25a2a7b4_3068)[erivative Instruments and Hedging Activities](#i76cb4c088828444d901bacdb25a2a7b4_3068) | | | [105](#i76cb4c088828444d901bacdb25a2a7b4_3068) | | |

| Note 19. | | | [Stockholders’ Equity](#i76cb4c088828444d901bacdb25a2a7b4_247) | | | [112](#i76cb4c088828444d901bacdb25a2a7b4_247) | | |

| Note 20. | | | [Accumulated Other Comprehensive Income](#i76cb4c088828444d901bacdb25a2a7b4_253) | | | [115](#i76cb4c088828444d901bacdb25a2a7b4_253) | | |

| Note 22. | | | [Taxes on Income](#i76cb4c088828444d901bacdb25a2a7b4_262) | | | [118](#i76cb4c088828444d901bacdb25a2a7b4_262) | | |

| Note 23. | | | [Regulatory Requirements](#i76cb4c088828444d901bacdb25a2a7b4_265) | | | [120](#i76cb4c088828444d901bacdb25a2a7b4_265) | | |

| Note 24. | | | [Segment Information](#i76cb4c088828444d901bacdb25a2a7b4_268) | | | [122](#i76cb4c088828444d901bacdb25a2a7b4_268) | | |

| Note 25. | | | [Earnings Per Common Share](#i76cb4c088828444d901bacdb25a2a7b4_271) | | | [122](#i76cb4c088828444d901bacdb25a2a7b4_271) | | |

THE CHARLES SCHWAB CORPORATION

| | | | | | | | | | | | | | | | | | |

(1) Certain prior year amounts have been reclassified to conform to the current year presentation.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at December 31, 2020 | | | $ | 7,733 | | 1,995 | | | $ | 20 | | 79 | | | $ | 1 | | $ | 26,515 | | $ | 21,975 | | $ | (5,578) | | $ | 5,394 | | $ | 56,060 | |

| Redemption of preferred stock | | | (585) | | | — | | | — | | | — | | | — | | | — | | | (15) | | | — | | | — | | | (600) | | |

| Other assets | | | (2,020) | | | 99 | | | (1,152) | | |

Notes to Consolidated Financial Statements

(Tabular Amounts in Millions, Except Per Share Data, Option Price Amounts, Ratios, or as Noted)

- TD Ameritrade, Inc., an introducing securities broker-dealer;

- TD Ameritrade Clearing, Inc. (TDAC), a securities broker-dealer that provides trade execution and clearing services to TD Ameritrade, Inc.;

Beginning in 2023, Federal Home Loan Bank borrowings are presented separately from other short-term borrowings in the consolidated balance sheets.

| | | | | | |

their carrying values.

Schwab’s policy is to designate all eligible derivatives in hedge accounting relationships.

similar types of securities (a benchmark interest rate plus observable spreads) and weighted-average maturity for the same or similar “to-be-issued” securities.

| Accounting Standards Update (ASU) 2022-02, “Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures” | | | Troubled Debt Restructurings (TDRs) Eliminates the accounting guidance for TDRs. Rather than applying the specific guidance for TDRs, creditors will apply the recognition and measurement guidance for loan refinancings and restructurings to determine whether a modification results in a new loan or a continuation of an existing loan. The guidance requires enhanced disclosures for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. Vintage Disclosures Requires that an entity disclose current-period gross writeoffs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial Instruments—Credit Losses—Measured at Amortized Cost. Adoption provides for prospective application, with an option to apply the modified retrospective transition method for the change in recognition and measurement of TDRs. | | | January 1, 2023 | | | The Company adopted this guidance prospectively on January 1, 2023. The adoption of this guidance did not have a material impact on the Company’s financial statements. | | |

| Securities lending expense | | | (147) | | | | | | (48) | | | | | | (24) | | |

| Advice solutions | | | 1,868 | | | | | | 1,854 | | | | | | 1,993 | | |

| Certificates of deposit | | | 2,245 | | | | | | — | | | | | | 14 | | | | | | 2,231 | | |

| Other | | | 323 | | | | | | — | | | | | | 8 | | | | | | 315 | | |

| U.S. agency mortgage-backed securities | | | $ | 173,074 | | | | | $ | 1,442 | | | | | $ | 15,580 | | | | | $ | 158,936 | |

| Total held to maturity securities | | | $ | 173,074 | | | | | $ | 1,442 | | | | | $ | 15,580 | | | | | $ | 158,936 | |

(4) Included in cash and cash equivalents on the consolidated balance sheets, but excluded from this table, is $48 million of AFS commercial paper as of December 31, 2022 (none as of December 31, 2023).

These holdings have maturities of three months or less at the time of acquisition, and an aggregate market value equal to amortized cost.

During 2022, the Company transferred a total of $188.6 billion of U.S. agency mortgage-backed securities with a total net pre-tax unrealized loss at the times of transfer of $18.2 billion from the AFS category to the HTM category.

*Evaluation of disclosure controls and procedures:* The management of the Company, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of December 31, [removed: 2023.][added: 2024.]

Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of December 31, [removed: 2023.][added: 2024.]

*Changes in internal control over financial reporting*: No change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) was identified during the quarter ended December 31, [removed: 2023,] [added: 2024,] that has materially affected, or is reasonable likely to materially affect, the Company’s internal control over financial reporting.

During the three months ended December 31, [removed: 2023,] [added: 2024,] certain of our directors and officers adopted or terminated trading arrangements for the sale of shares of our common stock as follows:

| Jonathan M. Craig, Managing Director and Head of Investor Services [removed: and Marketing] | | | Adoption | | | [removed: 10/27/2023] [added: 10/31/2024] | | | x | | | — | | | [removed: 4,977] [added: (4)] | | | [removed: (4)] | | | [removed: 10/15/2024] [added: 11/10/2025] | | |

| Nigel [added: J.] Murtagh, Managing Director and Chief Risk Officer | | | Adoption | | | [removed: 11/24/2023] [added: 11/23/2024] | | | x | | | — | | | [removed: 12,948] [added: (6)] | | | [removed: (4)] | | | [removed: 10/18/2024] [added: 10/10/2025] | | |

(3) Plans expire at [added: the] close of trading on the [removed: dates] [added: date] presented or [added: at] such earlier date upon the completion of all trades under the plan (or the expiration of the orders relating to such trades without execution).

The actual number of shares that will be [removed: released] [added: issued] to the officer in connection with the [removed: performance-based restricted stock units] [added: unvested PBRSUs] and sold under the trading arrangement will be net of the number of shares withheld to satisfy tax withholding obligations arising from the vesting of such [removed: shares and is not yet determinable.][added: PBRSUs.]

| Paul V. Woolway, Managing Director and Chief Banking Officer | | | Adoption | | | 11/15/2024 | | | x | | | — | | | (5) | | | | | | 10/10/2025 | | |

(4) Securities to be sold under the plan represent the aggregate of (i) up to 38,227 shares of our common stock to be acquired upon the exercise of stock options; and (ii) the net after-tax number of shares of our common stock to be issued upon the settlement of performance-based restricted stock units (PBRSUs) vesting on March 1, 2025, which is based on the achievement of pre-established performance goals, and is not yet determinable.

(5) Securities to be sold under the plan represent the aggregate of (i) up to 26,420 shares of our common stock; (ii) up to 35,970 shares of our common stock to be acquired upon the exercise of stock options; and (iii) the net after-tax number of shares of our common stock to be issued upon the settlement of PBRSUs vesting on March 1, 2025, which is based on the achievement of pre-established performance goals, and is not yet determinable.

The actual number of shares that will be issued to the officer in connection with the unvested PBRSUs and sold under the trading arrangement will be net of the number of shares withheld to satisfy tax withholding obligations arising from the vesting of such PBRSUs.

(6) Securities to be sold under the plan represent the aggregate of (i) up to 45,872 shares of our common stock to be acquired upon the exercise of stock options; and (ii) the net after-tax number of shares of our common stock to be issued upon the settlement of PBRSUs vesting on March 1, 2025, which is based on the achievement of pre-established performance goals, and is not yet determinable.

The actual number of shares that will be issued to the officer in connection with the unvested PBRSUs and sold under the trading arrangement will be net of the number of shares withheld to satisfy tax withholding obligations arising from the vesting of such PBRSUs.

| Carrie Schwab-Pomerantz, Director | | | Adoption | | | 11/10/2023 | | | x | | | — | | | 99,000 | | | (5) | | | 12/31/2024 | | |

(4) Securities to be sold under the plan represent shares to be acquired upon the exercise of stock options.

In addition to these shares, the trading arrangement allows for the sale of the net after-tax shares of common stock to be received by the officer upon the March 1, 2024 vesting of performance-based restricted stock units.

(5) Includes 39,600 shares to be sold by a trust for which the director’s spouse is a trustee.

\- 125 -

THE CHARLES SCHWAB CORPORATION

The information relating to directors of [removed: CSC] [added: CSC, CSC’s Audit Committee, Section 16 reports, and insider trading policies and procedures] required to be furnished pursuant to this item is incorporated by reference from portions of the Company’s definitive proxy statement for its annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A by April 30, [removed: 2024] [added: 2025] (the Proxy [removed: Statement).][added: Statement) captioned, “Proposal One: Election of Directors,” “Board Structure and Committees,” “Delinquent Section 16(a) Reports,” and “Insider Trading Policy,” respectively.]

[removed: THE CHARLES SCHWAB CORPORATION][added: | | | | Charles R. Schwab | | | 87 | | | Co-Chairman of the Board | | |]

The following table provides certain information about each of the Company’s executive officers as of December 31, [removed: 2023.][added: 2024.]

| | | | [removed: Charles R. Schwab] [added: Walter W. Bettinger II] | | | [removed: 86] [added: 64] | | | Co-Chairman of the Board | | |

| | | | Richard A. Wurster | | | [removed: 50] [added: 51] | | | President [added: and Chief Executive Officer] | | |

| | | | [removed: Bernard J. Clark] [added: Jonathan S. Beatty] | | | [removed: 65] [added: 59] | | | Managing Director and Head of Advisor Services | | |

| | | | Jonathan M. Craig | | | [removed: 52] [added: 53] | | | Managing Director and Head of Investor Services [removed: and Marketing] | | |

| | | | [removed: Peter B. Crawford] [added: Michael D. Verdeschi] | | | [removed: 55] [added: 56] | | | Managing Director and Chief Financial Officer | | |

| | | | [removed: Joseph R. Martinetto] [added: Nigel J. Murtagh] | | | 61 | | | Managing Director and Chief [removed: Operating] [added: Risk] Officer | | |

| | | | Peter J. Morgan III | | | [removed: 59] [added: 60] | | | Managing Director, General [removed: Counsel] [added: Counsel,] and Corporate Secretary | | |

| | | | [removed: Nigel J. Murtagh] [added: Paul V. Woolway] | | | [removed: 60] [added: 59] | | | Managing Director and Chief [removed: Risk] [added: Banking] Officer | | |

Mr. Bettinger has [removed: been Chief Executive Officer and] [added: served as] a [removed: director] [added: member] of [removed: CSC] [added: the board] since 2008 and [removed: has been] [added: as] Co-Chairman of the Board since 2022.

He [removed: also] serves as [removed: Chairman and] [added: a] trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Laudus Trust, and Schwab Strategic [removed: Trust, all registered investment companies, and affiliates of CSC.][added: Trust.]

[removed: Mr. Bettinger] [added: He] served as [removed: Director, President and] Chief Executive Officer of [removed: CS&Co] [added: the company] from 2008 [added: through December 2024 and served as President of the company from 2007] until 2021.

He [added: also] served as [removed: President of CSC from 2007 to 2021, CSC] Chief Operating Officer from 2007 until 2008, [removed: and as] Executive Vice President and President – Schwab Investor Services [removed: of CSC and CS&Co] from 2005 [removed: to 2007.][added: until 2007, Executive Vice President and Chief Operating Officer – Individual Investor Enterprise from 2004 until 2005, Executive Vice President and President – Corporate Services from 2002 until 2004, and Executive Vice President and President – Retirement Plan Services from 2000 until 2002.]

Mr. [removed: Bettinger] [added: Beatty] joined Schwab in [removed: 1995.][added: 1997.]

Mr. Wurster has [removed: been President] [added: served as Chief Executive Officer and as a director] of CSC since [removed: 2021] [added: January 2025,] and [removed: has served] as President [removed: and director] of [removed: CS&Co] [added: the company] since 2021.

[removed: He] [added: Mr. Wurster] was [removed: CEO] [added: Chief Executive Officer] of Charles Schwab Investment [added: Management, Inc., a subsidiary of the company, from 2019 to 2021, and of Charles Schwab Investment] Advisory, [removed: Inc.] [added: Inc., a subsidiary of the company,] from 2018 to 2021.

[removed: Mr. Wurster] [added: He] was [removed: CEO] [added: also Chief Executive Officer] of ThomasPartners, Inc. and Windhaven Investment Management, Inc., subsidiaries of [removed: CSC,] [added: the company,] from 2016 to 2018.

Mr. [removed: Clark] [added: Murtagh] has been Managing Director and [removed: Head of Advisor Services] [added: Chief Risk Officer] of CSC [removed: and CS&Co] since 2022 and was Executive Vice President [removed: – Advisor Services of CS&Co from 2010 to 2022] and [added: Chief Risk Officer] of CSC [added: and CS&Co] from 2012 to 2022.

Mr. [removed: Crawford] [added: Morgan] has been Managing Director of CSC and CS&Co since 2022, Executive Vice President [removed: from 2017 to 2022] of CSC [added: from 2019 to 2022,] and [removed: CS&Co] [added: General Counsel] and [removed: Chief Financial Officer] [added: Corporate Secretary] of CSC [removed: and CS&Co] since [removed: 2017.][added: 2019.]

He [added: previously] served as [removed: Senior] [added: Executive] Vice President [added: and Head] of [removed: Schwab’s asset management] [added: Schwab Asset Management Services in 2021] and [removed: client solutions organization] [added: Head of Schwab Asset Management Solutions] from [removed: 2008] [added: 2019] to [removed: 2015.][added: 2021.]

Mr. [removed: Crawford] [added: Verdeschi] joined Schwab in [removed: 2001.][added: 2024.]

[removed: Mr. Martinetto] [added: He] has been Managing Director of CSC since 2022 and [removed: was Managing Director] [added: Chief Banking Officer] of [removed: CS&Co from 2022 to] [added: CSC since] 2023.

Mr. [removed: Martinetto] [added: Woolway] joined Schwab in [removed: 1997.][added: 2010.]

[removed: Mr. Morgan] [added: He] has [removed: been] [added: served as General Counsel of CSB since 2009, including as] Managing Director [removed: of CSC] and [removed: CS&Co] [added: General Counsel] since 2022, [added: as] Executive Vice President [removed: of CSC] [added: and General Counsel] from 2019 to 2022, [removed: General Counsel] and [removed: Corporate Secretary of CSC since 2019, and Executive] [added: as Senior] Vice President and [removed: Corporate Secretary of CS&Co] [added: General Counsel] from [removed: 2020] [added: 2015] to [removed: 2022.][added: 2019.]

Mr. Bettinger joined Schwab in 1995 as part of the acquisition of The Hampton Company, which he founded in 1983.

Before joining the company, Mr. Wurster was employed at Wellington Management and at McKinsey & Company where he was a leader of the asset management practice and an Associate Principal.

\- 126 -

Mr. Beatty has been Managing Director and Head of Advisor Services of CSC and CS&Co since 2024.

Prior to that he served as Managing Director of CS&Co and Trust Bank from 2022 to 2024, Senior Vice President – Advisor Services of CS&Co from 2011 to 2022, Senior Vice President of Trust Bank from 2019 to 2022, and Senior Vice President of CSB from 2019 to 2020.

Since joining the company, he has held sales and leadership positions within Advisor Services.

He has been a member of the Advisor Services leadership team for more than 15 years.

Mr. Verdeschi has served as Managing Director and Chief Financial Officer of CSC and CS&Co since October 2024.

Prior to that he served as Managing Director and Deputy Chief Financial Officer of CSC and CS&Co from May 2024 to October 2024.

Before joining the company, he spent over 30 years at Citigroup, where he was Treasurer from 2017 to October 2023.

During his tenure at Citigroup, in addition to serving as Treasurer, Mr. Verdeschi held leadership positions in finance, treasury, and product with increasing levels of responsibility at the firm, including serving as Chief Investment Officer and Head of Rates Portfolio Management.

Mr. Woolway has been President of CSB since 2010 and Chief Executive Officer of CSB since 2015, President and Chief Executive Officer of CSPB since 2017, and President and Chief Executive Officer of Trust Bank since 2018.

He has spent his entire career in the financial services sector, and since 2000 he has held senior executive positions in the banking industry.

\- 129 -

| | | | Walter W. Bettinger II | | | 63 | | | Co-Chairman of the Board and Chief Executive Officer | | |

He has served as a director of CSB since 2006 and has been Co-Chairman of the Board of CSB since 2022.

He served as CEO of Charles Schwab Investment Management, Inc. from 2019 to 2021 and has been a director since 2021.

He serves as trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Laudus Trust, and Schwab Strategic Trust.

He has served as a director of CS&Co since 2023.

From 2006 until 2010, Mr. Clark served as Senior Vice President – Schwab Institutional Sales of CS&Co. Mr. Clark joined Schwab in 1998.

Prior to his appointment as Chief Financial Officer, Mr. Crawford was Executive Vice President of Finance of CS&Co from 2015 to 2017.

He has served as a director of Charles Schwab Investment Management, Inc. since 2016 and of CS&Co since 2018.

He has served as Chief Operating Officer of CSC since 2018.

He served as Senior Executive Vice President of CSC and CS&Co from 2015 to 2022, Chief Operating Officer of CS&Co from 2018 to 2023, Chief Financial Officer of CSC and CS&Co from

\- 130 -

2007 until 2017, and Executive Vice President of CSC and CS&Co from 2007 until 2015.

He has served as Co-Chairman of CSB since 2023.

From 2016 to 2022, Mr. Martinetto was a trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Laudus Trust, and Schwab Strategic Trust.

He also served as Co-Chairman of CSB since 2023.

He also served on the Board of Directors of CS&Co from 2007 to 2023.

He has served as General Counsel of CSB since 2009, including as Executive Vice President and General Counsel since 2019, and as Senior Vice President and General Counsel from 2015 to 2019.

Mr. Murtagh has been Managing Director and Chief Risk Officer of CSC and CS&Co since 2022 and was Executive Vice President and Chief Risk Officer of CSC and CS&Co from 2012 to 2022.

The information required to be furnished pursuant to this item is incorporated by reference from portions of the Proxy [removed: Statement.][added: Statement captioned “Proposal Three: Advisory Approval of Named Executive Officer Compensation” and “Director Compensation.”]

In addition, the information from a portion of the Proxy Statement under “Compensation Committee Report,” is incorporated by reference from the Proxy Statement and furnished on this Form 10-K, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

The information required to be furnished pursuant to this item is incorporated by reference from portions of the Proxy [removed: Statement.][added: Statement captioned “Securities Authorized for Issuance Under Equity Compensation Plans” and “Security Ownership of Certain Beneficial Owners and Management.”]

The information required to be furnished pursuant to this item is incorporated by reference from portions of the Proxy [removed: Statement.][added: Statement captioned “Transactions With Related Persons” and “Director Independence.”]

The information required to be furnished pursuant to this item is incorporated by reference from a portion of the Proxy [removed: Statement.][added: Statement captioned “Proposal Two: Ratification of the Selection of Independent Auditors.”]

\- 127 -

\- 131 -

[removed: \- 132 -][added: \-132-]

| [removed: 2.1] [added: 10.406] | | | [removed: [Agreement and Plan of Merger, dated as of November 24, 2019,] [added: [Registration Rights Agreement] by and among the Registrant, [removed: Americano Acquisition Corp.,] [added: Charles R. Schwab, The Toronto-Dominion Bank,] and [removed: TD Ameritrade Holding Corporation,] [added: certain other stockholders,] filed as Exhibit [removed: 2.1] [added: 10.5] to the Registrant’s Form 8-K dated November 24, 2019, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000095010319016251/dp116091_ex0201.htm)*] [added: reference.](https://www.sec.gov/Archives/edgar/data/316709/000095010319016251/dp116091_ex1005.htm)] | | | | | |

| [removed: 2.2] [added: 10.410] | | | [removed: [Amendment No. 1 to Agreement and Plan of Merger, dated] [added: [2013 Stock Incentive Plan,] as [removed: of May 14, 2020, by and among the Registrant, Americano Acquisition Corp.,] [added: amended] and [removed: TD Ameritrade Holding Corporation,] [added: restated,] filed as Exhibit [removed: 2.2] [added: 10.410] to the [removed: Registrant's] [added: Registrant’s] Form 8-K dated May [removed: 14,] [added: 12,] 2020, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000119312520144047/d893043dex22.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/316709/000031670920000025/exhibit10410.htm)] | | | [added: (2)] | | |

| 3.11 | | | [Fifth Restated Certificate of Incorporation, effective May 7, 2001, of the Registrant, filed as Exhibit 3.11 to the Registrant’s Form 10-K for the year ended December 31, 2016, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670917000010/schw-20161231xex3_11.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/316709/000031670917000010/schw-20161231xex3_11.htm)] | | | | | |

| 3.11(i) | | | [Amendment to Fifth Restated Certificate of Incorporation of the Registrant, effective October 6, 2020, filed as Exhibit 3.1 to the Registrant’s Form 8-K dated October 2, 2020, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000095010320019743/dp138313_ex0301.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/316709/000095010320019743/dp138313_ex0301.htm)] | | | | | |

| 3.18 | | | [Certificate of Designations of 5.95% Non-Cumulative Perpetual Preferred Stock, Series D, of The Charles Schwab Corporation, filed as Exhibit 3.1 to the Registrant’s Form 8-K dated March 7, 2016, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000119312516495356/d156636dex31.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/316709/000119312516495356/d156636dex31.htm)] | | | | | |

| 3.20 | | | [Certificate of Designations of 5.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series F, of The Charles Schwab Corporation, filed as Exhibit 3.1 to the Registrant’s Form 8-K dated October 31, 2017, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000119312517327419/d485190dex31.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/316709/000119312517327419/d485190dex31.htm)] | | | | | |

| 3.21 | | | [Certificate of Designations of 5.375% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series G, of The Charles Schwab Corporation, filed as Exhibit 3.1 to the Registrant’s Form 8-K dated April 30, 2020, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000119312520128966/d902022dex31.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/316709/000119312520128966/d902022dex31.htm)] | | | | | |

| 3.22 | | | [Certificate of Designations of 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series H, of The Charles Schwab Corporation, filed as Exhibit 3.1 to the Registrant’s Form 8-K dated December 8, 2020, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000119312520315965/d10578dex31.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/316709/000119312520315965/d10578dex31.htm)] | | | | | |

| 3.23 | | | [Certificate of Designations of 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I, of The Charles Schwab Corporation, filed as Exhibit 3.1 to the Registrant’s Form 8-K dated March 15, 2021, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000119312521085929/d121867dex31.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/316709/000119312521085929/d121867dex31.htm)] | | | | | |

| 3.24 | | | [Certificate of Designations of 4.450% Non-Cumulative Perpetual Preferred Stock, Series J, of The Charles Schwab Corporation, filed as Exhibit 3.1 to the Registrant’s Form 8-K dated March 29, 2021, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000119312521100453/d164240dex31.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/316709/000119312521100453/d164240dex31.htm)] | | | | | |

| 3.26 | | | [Certificate of Designations of 5.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series K, of The Charles Schwab Corporation, filed as Exhibit 3.1 to the Registrant’s Form 8-K dated March 3, 2022, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000156459022008845/exhibit3_1.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/316709/000156459022008845/exhibit3_1.htm)] | | | | | |

| 3.28 | | | [Certificate of Elimination of the Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A of The Charles Schwab Corporation, filed as Exhibit 3.1 to the Registrant’s Form 8-K dated November 1, 2022, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670922000041/form8-k110222exhibit31.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/316709/000031670922000041/form8-k110222exhibit31.htm)] | | | | | |

| 3.29 | | | [Certificate of Elimination of the 4.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E of The Charles Schwab Corporation, filed as Exhibit 3.1 to the Registrant’s Form 8-K dated December 1, 2022, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670922000049/form120222xex31xcertificat.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/316709/000031670922000049/form120222xex31xcertificat.htm)] | | | | | |

| 3.30 | | | [Amended and Restated Bylaws of The Charles Schwab Corporation, effective January 26, 2023, filed as Exhibit 3.1 to the Registrant’s Form 8-K dated January 26, 2023, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000119312523020319/d405688dex31.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/316709/000119312523020319/d405688dex31.htm)] | | | | | |

| 4.3 | | | [Deposit Agreement, dated March 7, 2016, between the Company and Wells Fargo Bank, N.A., as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto), filed as Exhibit 4.1 to the Registrant’s Form 8-K dated March 7, 2016, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000119312516495356/d156636dex41.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/316709/000119312516495356/d156636dex41.htm)] | | | | | |

| 4.5 | | | [Deposit Agreement, dated October 31, 2017, between the Company and Wells Fargo Bank, N.A., as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto), filed as Exhibit 4.1 to the Registrant’s Form 8-K dated October 31, 2017, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000119312517327419/d485190dex41.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/316709/000119312517327419/d485190dex41.htm)] | | | | | |

| 4.6 | | | [Deposit Agreement, dated April 30, 2020, between the Company and Equiniti Trust Company, as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto), filed as Exhibit 4.1 to the Registrant’s Form 8-K dated April 30, 2020, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000119312520128966/d902022dex41.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/316709/000119312520128966/d902022dex41.htm)] | | | | | |

| 4.7 | | | [Deposit Agreement, dated December 11, 2020, between the Company and Equiniti Trust Company, as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto), filed as Exhibit 4.1 to the Registrant’s Form 8-K dated December 8, 2020, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000119312520315965/d10578dex41.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/316709/000119312520315965/d10578dex41.htm)] | | | | | |

| 4.8 | | | [Deposit Agreement, dated March 18, 2021, between the Company and Equiniti Trust Company, as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto), filed as Exhibit 4.1 to the Registrant’s Form 8-K dated March 15, 2021, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000119312521085929/d121867dex41.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/316709/000119312521085929/d121867dex41.htm)] | | | | | |

| 4.9 | | | [Deposit Agreement, dated March 30, 2021, between the Company and Equiniti Trust Company, as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto), filed as Exhibit 4.1 to the Registrant’s Form 8-K dated March 29, 2021, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000119312521100453/d164240dex41.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/316709/000119312521100453/d164240dex41.htm)] | | | | | |

| 4.10 | | | [Deposit Agreement, dated March 4, 2022, between the Company and Equiniti Trust Company, as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto), filed as Exhibit 4.1 to the Registrant’s Form 8-K dated March 3, 2022, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000156459022008845/exhibit4_1.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/316709/000156459022008845/exhibit4_1.htm)] | | | | | |

| 4.11 | | | [Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex41110k.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/316709/000031670925000010/schw-123124xex41110k.htm)] | | | | | |

| 4.13 | | | [Twenty-First Supplemental [removed: Indenture,](https://www.sec.gov/Archives/edgar/data/316709/000119312523149469/d510277dex478.htm) [dated](https://www.sec.gov/Archives/edgar/data/316709/000119312523149469/d510277dex478.htm) [as] [added: Indenture, dated as] of May 19, [removed: 2023,](https://www.sec.gov/Archives/edgar/data/316709/000119312523149469/d510277dex478.htm) [by] [added: 2023, by] and between The Charles Schwab Corporation and The Bank of New York Mellon Trust Company, [removed: N.A.](https://www.sec.gov/Archives/edgar/data/316709/000119312523149469/d510277dex478.htm)[,](https://www.sec.gov/Archives/edgar/data/316709/000119312523149469/d510277dex478.htm) [as] [added: N.A., as] Trustee, filed as Exhibit 4.78 to the Registrant’s Form 8-K dated May 19, 2023, and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/316709/000119312523149469/d510277dex478.htm) | | | | | |

| 4.14 | | | [Twenty-Second Supplemental [removed: Indenture,](https://www.sec.gov/Archives/edgar/data/316709/000119312523149469/d510277dex479.htm) [dated as](https://www.sec.gov/Archives/edgar/data/316709/000119312523149469/d510277dex479.htm) [of] [added: Indenture, dated as of] May 19, [removed: 2023,](https://www.sec.gov/Archives/edgar/data/316709/000119312523149469/d510277dex479.htm) [by] [added: 2023, by] and between The Charles Schwab Corporation and The Bank of New York Mellon Trust Company, [removed: N.A.](https://www.sec.gov/Archives/edgar/data/316709/000119312523149469/d510277dex479.htm)[,](https://www.sec.gov/Archives/edgar/data/316709/000119312523149469/d510277dex479.htm) [as] [added: N.A., as] Trustee, filed as Exhibit 4.79 to the Registrant’s Form 8-K dated May 19, 2023, and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/316709/000119312523149469/d510277dex479.htm) | | | | | |

| 4.15 | | | [Twenty-Third Supplemental [removed: Indenture,](https://www.sec.gov/Archives/edgar/data/316709/000119312523220182/d500761dex482.htm) [dated] [added: Indenture, dated] as of August 24, [removed: 2023,](https://www.sec.gov/Archives/edgar/data/316709/000119312523220182/d500761dex482.htm) [by] [added: 2023, by] and between The Charles Schwab Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, filed as Exhibit 4.82 to the [removed: Registrant’s form] [added: Registrant’s](https://www.sec.gov/Archives/edgar/data/316709/000119312523220182/d500761dex482.htm) [F](https://www.sec.gov/Archives/edgar/data/316709/000119312523220182/d500761dex482.htm)[orm] 8-K dated August 24, 2023, and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/316709/000119312523220182/d500761dex482.htm) | | | | | |

| 4.16 | | | [Twenty-Fourth Supplemental [removed: Indenture](https://www.sec.gov/Archives/edgar/data/316709/000119312523279820/d470309dex485.htm)[,] [added: Indenture,] dated as of November 17, [removed: 2023,](https://www.sec.gov/Archives/edgar/data/316709/000119312523279820/d470309dex485.htm) [by] [added: 2023, by] and between CSC and The Bank of New York Mellon Trust Company, N.A., as [removed: Trustee](https://www.sec.gov/Archives/edgar/data/316709/000119312523279820/d470309dex485.htm)[,] [added: Trustee,] filed as [removed: Exh](https://www.sec.gov/Archives/edgar/data/316709/000119312523279820/d470309dex485.htm)[ibit] [added: Exhibit] 4.85 to the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/316709/000119312523279820/d470309dex485.htm)[’](https://www.sec.gov/Archives/edgar/data/316709/000119312523279820/d470309dex485.htm)[s] [added: Registrant’s] Form 8-K dated November 17, 2023, and [removed: incorporated](https://www.sec.gov/Archives/edgar/data/316709/000119312523279820/d470309dex485.htm) [herein by](https://www.sec.gov/Archives/edgar/data/316709/000119312523279820/d470309dex485.htm) [reference.](https://www.sec.gov/Archives/edgar/data/316709/000119312523279820/d470309dex485.htm)] [added: incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/316709/000119312523279820/d470309dex485.htm)] | | | | | |

| 10.72 | | | [Restatement of Assignment and License, as amended January 25, 1988, among Charles Schwab & Co., Inc., Charles R. [removed: Schwab](http://www.sec.gov/Archives/edgar/data/316709/000031670915000014/schw-20141231ex107227ea3.htm)[,](http://www.sec.gov/Archives/edgar/data/316709/000031670915000014/schw-20141231ex107227ea3.htm) [and] [added: Schwab, and] the Registrant, filed as Exhibit 10.72 to the Registrant’s Form 10-K for the year ended December 31, 2014, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670915000014/schw-20141231ex107227ea3.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/316709/000031670915000014/schw-20141231ex107227ea3.htm)] | | | | | |

| 10.267 | | | [Form of Notice and Restricted Stock Unit Agreement for Non-Employee Directors under The Charles Schwab Corporation Directors’ Deferred Compensation Plan II and successor plans, filed as Exhibit 10.267 to the Registrant’s Form 10-K for the year ended December 31, 2004, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670905000006/exh10_267.txt)] [added: reference.](https://www.sec.gov/Archives/edgar/data/316709/000031670905000006/exh10_267.txt)] | | | (2) | | |

| 10.271 | | | [The Charles Schwab Corporation Directors’ Deferred Compensation Plan, as amended through December 8, 2004, filed as Exhibit 10.271 to the Registrant’s Form 10-K for the year ended December 31, 2014, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/316709/000031670915000014/schw-20141231ex10271f3c0.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/316709/000031670915000014/schw-20141231ex10271f3c0.htm)] | | | (2) | | |