Charles Schwab (SCHW) 10-K risk factor changes: FY2025 vs FY2024

[removed: As] [added: For example, as] a result of [removed: the] rapid increases in short-term interest rates in 2022 and 2023, the Company saw a significant decrease in clients’ asset allocation to sweep cash and greater client investment in higher-yielding alternatives at Schwab such as fixed income investments and proprietary purchased money market funds.

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

The Company’s interest-earning assets include significant holdings of investment securities, which include fixed- and floating-rate debt securities, including substantial holdings of mortgage-backed securities, as well as [removed: mortgages.][added: margin loans, mortgages, and PALs.]

A decline in interest rates may also negatively impact our bank deposit account fee revenue, [removed: which is earned primarily] pursuant to the 2023 IDA agreement.

[removed: 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] [added: The] competitive environment [removed: induces] [added: may induce] us to raise our interest rates to avoid losing deposits, or [added: we may need to] replace deposits with higher-cost funding sources [removed: 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 recent years.

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

[removed: The bank deposit account fee revenue that we earn related to the IDA agreement may be less] than the net interest revenue that we could have earned if the deposit balances were [added: used to extend margin loans or] swept to our banking subsidiaries rather than the TD Depository Institutions.

Problems encountered by other financial institutions and responsive measures to manage such problems could [removed: adversely affect financial markets generally, could] have [removed: an] [added: direct] adverse [removed: effect] [added: effects] on [added: financial markets generally and] our financial position or results of operations, [removed: and have] [added: as well as] indirect adverse effects on us.

Financial institutions are interrelated through trading, clearing, [added: custody,] or other relationships, and, as a result, concerns about the financial condition of one or more institutions could lead to significant market-wide liquidity and credit problems, losses, or defaults by other institutions.

In addition, the cost of resolving the 2023 bank failures resulted in increased FDIC [removed: costs] [added: costs,] and [added: potential future bank failures or other similar events] 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.

Factors which may adversely affect our liquidity position include CS&Co 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 [removed: the] significant client reallocation from sweep cash to higher-yielding investments [removed: that] [added: as] we experienced in recent years in response to rapid interest rate increases, a dramatic increase in our lending [added: 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 [removed: years, reflecting] [added: years due to market-driven factors and overall] growth [removed: from our acquisition] of [removed: Ameritrade and market-driven factors.][added: our business.]

The margin requirements may fluctuate significantly from time to time based upon the nature and size of clients’ trading activity and market volatility, and member firms like us have been required to [removed: deposit additional funds.]

[removed: Although CSC] [added: CSC, CS&Co,] and [removed: CS&Co] [added: our banking subsidiaries] maintain multiple sources of external financing including [added: repurchase agreements and securities lending, secured lines of credit and] unsecured uncommitted bank credit [removed: lines] [added: 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 [removed: securities, financing may not be available on acceptable terms or at all due to market conditions or disruptions in the credit markets.][added: securities.]

When short-term interest rates rapidly increase, [removed: as they did in 2022 and 2023,] client movement of certain cash balances out of our sweep features and into higher-yielding alternatives generally increases.

Despite our efforts to ensure the integrity of our systems, we may not be able to anticipate or [removed: to] implement effective preventive measures against all security breaches of these types, especially because the techniques used change frequently or are not recognized until launched, and because security attacks can originate from a wide variety of sources.

Data security breaches may also result from [removed: non-technical means, for example,] employee misconduct.

Given the high volume of transactions that we process, the large number of clients, [removed: counterparties] [added: counterparties,] and third-party service providers with which we do business, including cloud service providers, and the increasing sophistication of cyber attacks, a cyber attack could occur and persist for an extended period of time before being detected.

Security breaches, including breaches of our security measures or those of our third-party service providers, could result in a violation of applicable privacy and other [removed: laws] [added: 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 [added: investigate and remediate vulnerabilities or other exposures.]

We may also be required to pay ransom to threat actors to restore [added: operations] or prevent dissemination of [added: sensitive] data.

[removed: We also face risk related] [added: Any of these parties may attempt] to [removed: external fraud involving] [added: fraudulently induce employees, clients, vendors, or other third parties to disclose sensitive information that could lead to] the misappropriation and use of clients’ user names, passwords or other personal information to gain access to our clients’ financial accounts.

[removed: This could] [added: Such fraud may] occur from the compromise of clients’ personal electronic [removed: devices] [added: devices, social engineering, phishing scams,] or as a result of a data security breach at an unrelated company where clients’ personal information is taken and then made available to fraudsters.

[removed: Additionally, data] [added: Data] exposure [removed: can] [added: may also] result from a failure to adequately destroy data during system or asset decommissioning, which might result in client or Company information being made available to external parties in error.

System interruptions, errors or downtime can result from a variety of causes, including changes in client use patterns, technological failure, changes to our [removed: systems, linkages with third-party systems and power failures and can have a significant impact on our business and operations.]

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

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

We [added: have] experienced in [removed: 2024] [added: recent years] 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.

We [added: continue to] take steps to [added: implement new controls, strengthen capabilities in how we authenticate our clients, and enhance monitoring protocols to help] prevent and detect fraud [added: and ultimately protect our clients,] but the ways that fraudulent activity is attempted [removed: is] [added: are] continuously evolving.

Although we monitor for new types of fraud, there may be a delay in recognizing [removed: the fraud is happening.][added: such activity.]

We rely on external service providers to perform certain key technology, cloud infrastructure, processing, servicing, [added: support,] and [removed: support] [added: custody] functions.

[removed: An interruption in or the cessation of service by any external service provider as a result of systems failures, capacity constraints, financial difficulties, natural disasters, extreme weather, power outage, public] health crises, political developments, war, international disputes, or for any other reason, and our inability to make alternative arrangements in a timely manner could disrupt our operations, impact our ability to offer certain products and services, and result in financial losses to us.

Switching to an alternative service provider may require a transition period and result in [added: increased costs and] less efficient operations.

We rely on market makers, dealers, securities exchanges, clearing houses, [added: custodians,] and other financial intermediaries to execute and settle our clients’ orders.

Our inability to get client orders executed or settled because of the unwillingness or inability of these [added: or similar] parties to perform their usual functions could result in client dissatisfaction and reputational harm and expose us to client claims for damages.

Our exposure mainly results from margin lending, clients’ options and futures trading, securities lending, mortgage lending, pledged asset lending, our role as a counterparty in [removed: financial contracts and investing activities, and indirectly from the investing activities of certain of the proprietary funds that the Company sponsors.]

Our margin, options and futures business has materially increased in recent years as a result of [added: market-driven factors and overall growth of] our [removed: Ameritrade acquisition,] [added: business including growth in our trader client base,] and market liquidity represents an increased risk.

We have exposure to credit risk associated with our [removed: investments.][added: investments, which are subject to price fluctuations.]

Increases in delinquency and default rates, housing and stock price declines, increases in the unemployment rate, and other economic factors, can result in increases in allowances for credit losses and related credit loss expense, as well as [removed: write downs] [added: write-downs] on such loans.

Such support could cause the Company to take significant charges, could reduce the Company’s [removed: liquidity] [added: liquidity,] and, in certain situations, could, with respect to proprietary funds other than money market mutual funds, result in the Company having to consolidate one or more funds in its financial statements.

\- 10 -

Market-driven changes, such as declines in equity markets, can also reduce client demand for margin lending, which is a significant source of net interest revenue.

Client cash balances are a significant funding source for the generation of the Company’s revenue.

Though the Company may benefit from a rising interest rate environment, a rise in interest rates may cause our funding costs to increase.

In such situations, without offsetting increases in yields on interest-earning assets, the benefit of higher market interest rates to our net interest revenue may be reduced.

The bank deposit account fee revenue that we earn related to the 2023 IDA agreement may be less

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deposit additional funds.

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 we experienced in 2022 and 2023, we may need to rely on increased levels of higher-cost funding, which could be subject to limitations on availability and additional regulatory requirements.

systems, linkages with third-party systems and power failures and can have a significant impact on our business and operations.

We rely on outsourced service providers and financial intermediaries to perform key functions, and failure of these entities to perform as expected could result in financial or reputational harm to us or financial harm to our clients.

An interruption in or the cessation of service by any external service provider as a result of systems failures, capacity constraints, financial difficulties, natural disasters, extreme weather, power outage, public

In addition, if custodians holding Schwab’s or our clients’ collateral were to fail to return such collateral when required due to insolvency, operational deficiencies, legal proceedings, or other events, we could incur financial loss.

We may suffer financial loss from fraud and financial crime.

The risk of fraud for financial institutions has significantly increased in recent years, in part because of the proliferation of new technologies and the increased sophistication and activities of organized crime and hackers, and other parties.

Through our clients’ accounts, fraudsters may seek to engage in unauthorized securities transactions or money movement involving, for example, wire transfers, automated clearinghouse (ACH) transactions, debit cards, and checks, as well as fraudulent or unauthorized new account openings.

Any of these strategies can compromise credentials or be used to facilitate fraud.

Increasing sophistication in artificial intelligence and broad public availability of such technologies, including to organizations and individuals seeking to commit fraud, has resulted in increased risk of external fraud by enhanced or novel techniques, including those involving impersonation to gain access to client accounts or convince clients to initiate fraudulent transactions.

We also face risks arising from clients who intentionally engage in fraudulent or deceptive conduct.

In some instances, clients may knowingly authorize or initiate transactions under false pretenses, misuse payment channels, submit fraudulent checks or ACH items, or provide misleading information to facilitate fraudulent transfers or trading activity.

Schwab also faces risk of fraud by employees who misuse authorized access to critical information or systems.

Such insider misconduct may involve misappropriation of Company or client assets, misuse or theft of Company or client information, insider trading, operational sabotage, circumvention of internal controls, or other actions that could harm the Company or our clients.

financial contracts and investing activities, and indirectly from the investing activities of certain of the proprietary funds that the Company sponsors.

or other disciplinary sanctions, including limitations on our business activities, any of which could harm our reputation and adversely affect our results of operations and financial condition.

The Company anticipates it will begin providing increased access for clients to trade in digital assets including select cryptocurrencies.

While some legislative and regulatory details have emerged, laws and regulations related to transactions in these asset types are still pending further development, which could negatively impact our ability to launch these products or services or limit the profitability of transacting with these assets.

We intend to offer clients direct access to select digital assets, which exposes us to new and uncertain financial, operational, legal, and regulatory risks that could adversely affect our business and financial results.

In 2026, the Company anticipates it will begin offering expanded client access to trading in digital assets including spot trading in select cryptocurrencies.

Expansion of digital asset client offerings presents significant new risks to the Company, including risks related to digital asset custody, trading, settlement, and liquidity, and increased risk related to fraud and other illicit activity.

Client demand for digital assets is uncertain and may fluctuate significantly due to market volatility, regulatory developments, or changes in investor sentiment.

The regulatory landscape for cryptocurrencies is evolving and uncertain, and changes in laws, regulations, or regulatory interpretations could prohibit or limit our ability to offer these products, increase compliance costs, or expose us to increased regulatory scrutiny.

Digital assets function as bearer instruments controlled with private keys, and transactions in digital assets are generally irreversible.

Due to the unique nature of digital assets, the loss, theft, compromise, or destruction of private keys could result in

THE CHARLES SCHWAB CORPORATION

the permanent loss of digital assets with no practical means of recovery.

Because blockchain technology is relatively new, it is difficult to predict how it might be vulnerable to cybersecurity and fraud risks that could affect our business.

We expect to engage with third-party service providers to facilitate certain activities related to digital assets.

These relationships present additional risks, including operational, reputational, and compliance risks that could adversely affect our business.

Internal and third-party systems needed to effect client activity in digital assets are vulnerable to operational failures, cyberattacks, and fraud, and we may be held responsible for deficiencies in the controls or regulatory compliance of third-party service providers, even where we do not have direct oversight of their operations.

We rely heavily on client cash balances to generate revenue.

securities portfolios.

When we are permitted to reduce the IDA balances, we can only move the balances to our banking subsidiaries if we have sufficient capital.

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.

When these outflows outpace excess cash on hand and cash generated by maturities and paydowns on our investment and loan portfolios, as they have in recent years, we may need to rely on 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 Agency (FHFA).

Larger unrealized losses on our available for sale (AFS) portfolio due to higher market interest rates negatively impact our capital position inclusive of AOCI, including our tangible capital.

investigate and remediate vulnerabilities or other exposures.

Such risks have grown in recent years due to the increased sophistication and activities of organized crime and other external parties, including foreign state-sponsored parties.

Besides potential losses, shutting down fraudulent activity often requires a balance with client experience.

We rely on outsourced service providers to perform key functions.

We rely on financial intermediaries to execute and settle client orders and transactions with financial intermediaries are a significant source of revenue.

Those investments are subject to price fluctuations.

In recent years, the SEC has proposed a number of new rules, such as its equity market structure proposals, that would require sweeping changes in industry operations and practices, thereby increasing uncertainty for markets and investors.

The U.S. federal banking agencies have recently proposed rules regarding regulatory capital and long-term debt, and compliance with these proposed rules may result in increased costs and reduce our net income.

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.

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Forward-looking statements are identified by words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” [added: “prioritize,”] “will,” “may,” “estimate,” “appear,” “could,” “would,” “expand,” “aim,” “maintain,” “continue,” “seek,” and other similar expressions.

In addition, any statements that refer to expectations, [added: strategy, objectives,] projections, or other characterizations of future events or circumstances are forward-looking statements.

These forward-looking statements, which reflect management’s [removed: beliefs, objectives, and] expectations [added: and objectives] as of the date hereof, are [removed: estimates] based on the best judgment of Schwab’s senior management.

- Maximizing our market valuation and stockholder returns over time; [added: and] 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 value (see Business Strategy and Competitive Environment, and Products and Services in Part I – Item 1);

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

- [removed: Utilization of bank supplemental] [added: Wholesale] funding and [removed: expectations for repayment of outstanding balances] [added: funding strategy] (see Results of Operations in Part II – Item 7, and Liquidity Risk in Part II – Item 7);

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

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

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

- 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 15, and Financial Instruments Subject to Off-Balance Sheet Credit Risk – [removed: Client Trade Settlement in] Note [removed: 18);] [added: 17);] and

Achievement of [removed: the expressed beliefs, objectives and expectations described in] these [removed: statements] [added: expectations and objectives] is subject to certain risks and uncertainties that could cause actual results to differ [removed: materially from the expressed beliefs, objectives, and expectations.][added: materially.]

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

- Our ability to access [removed: and use supplemental] funding sources;

Accumulated Other Comprehensive Income (AOCI): A component of stockholders’ equity which primarily includes unrealized gains and losses on [removed: AFS] [added: available for sale (AFS)] securities and securities transferred from the AFS category to the held to maturity (HTM) category.

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 [added: 2023] IDA agreement or agreements with other third-party financial institutions.

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 [removed: $10] [added: $25] billion [removed: ($25] [added: ($10] billion [removed: beginning in] [added: prior to] 2025)) relating to a specific client, and activity from off-platform brokered CDs issued by CSB.

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

Investment grade: Defined as a rating equivalent to a Moody’s Investors Service (Moody’s) rating of “Baa3” or higher, or a Standard & Poor’s Rating Group (Standard & Poor’s) or Fitch Ratings, [removed: Ltd] [added: Inc.] (Fitch) rating of “BBB-” or higher.

Results for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] are as follows:

| | | | Percent Change [removed: 2024-2023] [added: 2025-2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net new client assets (in billions) (1) | | | [removed: 7%] [added: 38] | | [added: %] | | | | $ | [removed: 361.6] [added: 498.6] | | | | | $ | [removed: 337.2] [added: 361.6] | | | | | $ | [removed: 406.9] [added: 337.2] | |

| Core net new client assets (in billions) | | | [removed: 20%] [added: 42] | | [added: %] | | | | $ | [removed: 366.9] [added: 519.4] | | | | | $ | [removed: 305.7] [added: 366.9] | | | | | $ | [removed: 427.7] [added: 305.7] | |

| Client assets (in billions, at year end) | | | [removed: 19%] [added: 18] | | [added: %] | | | | $ | [removed: 10,101.3] [added: 11,903.0] | | | | | $ | [removed: 8,516.6] [added: 10,101.3] | | | | | $ | [removed: 7,049.8] [added: 8,516.6] | |

| Average client assets (in billions) | | | [removed: 21%] [added: 15] | | [added: %] | | | | $ | [removed: 9,400.4] [added: 10,809.0] | | | | | $ | [removed: 7,793.8] [added: 9,400.4] | | | | | $ | [removed: 7,292.8] [added: 7,793.8] | |

| New brokerage accounts (in thousands) | | | [removed: 10%] [added: 13] | | [added: %] | | | | [removed: 4,170] [added: 4,692] | | | | | | [removed: 3,806] [added: 4,170] | | | | | | [removed: 4,044] [added: 3,806] | | |

| Active brokerage accounts (in thousands, at year end) | | | [removed: 5%] [added: 6] | | [added: %] | | | | [removed: 36,456] [added: 38,506] | | | | | | [removed: 34,838] [added: 36,456] | | | | | | [removed: 33,758] [added: 34,838] | | |

| Assets receiving ongoing advisory services (in billions, at year end) | | | [removed: 17%] [added: 19] | | [added: %] | | | | $ | [removed: 5,061.7] [added: 6,020.3] | | | | | $ | [removed: 4,338.8] [added: 5,061.7] | | | | | $ | [removed: 3,673.2] [added: 4,338.8] | |

| Client cash as a percentage of client assets (at year end) | | | | | | | | | [removed: 10.1] [added: 9.7] | | % | | | | [removed: 10.5] [added: 10.1] | | % | | | | [removed: 12.2] [added: 10.5] | | % |

| Total net revenues | | | [removed: 4%] [added: 22] | | [added: %] | | | | $ | [removed: 19,606] [added: 23,921] | | | | | $ | [removed: 18,837] [added: 19,606] | | | | | $ | [removed: 20,762] [added: 18,837] | |

| Total expenses excluding interest | | | [removed: (4)%] [added: 5] | | [added: %] | | | | [removed: 11,914] [added: 12,462] | | | | | | [removed: 12,459] [added: 11,914] | | | | | | [removed: 11,374] [added: 12,459] | | |

| Income before taxes on income | | | [removed: 21%] [added: 49] | | [added: %] | | | | [removed: 7,692] [added: 11,459] | | | | | | [removed: 6,378] [added: 7,692] | | | | | | [removed: 9,388] [added: 6,378] | | |

| Taxes on income | | | [removed: 33%] [added: 49] | | [added: %] | | | | [removed: 1,750] [added: 2,607] | | | | | | [removed: 1,311] [added: 1,750] | | | | | | [removed: 2,205] [added: 1,311] | | |

| Net income | | | [removed: 17%] [added: 49] | | [added: %] | | | | [removed: 5,942] [added: 8,852] | | | | | | [removed: 5,067] [added: 5,942] | | | | | | [removed: 7,183] [added: 5,067] | | |

| Preferred stock dividends and other | | | [removed: 11%] [added: (6)] | | [added: %] | | | | [removed: 464] [added: 435] | | | | | | [removed: 418] [added: 464] | | | | | | [removed: 548] [added: 418] | | |

| Net income available to common stockholders | | | [removed: 18%] [added: 54] | | [added: %] | | | | $ | [removed: 5,478] [added: 8,417] | | | | | $ | [removed: 4,649] [added: 5,478] | | | | | $ | [removed: 6,635] [added: 4,649] | |

| Earnings per common share — diluted | | | [removed: 18%] [added: 56] | | [added: %] | | | | $ | [removed: 2.99] [added: 4.65] | | | | | $ | [removed: 2.54] [added: 2.99] | | | | | $ | [removed: 3.50] [added: 2.54] | |

| Net revenue growth from prior year | | | | | | | | | [removed: 4] [added: 22] | | % | | | | [removed: (9)] [added: 4] | | % | | | | [removed: 12] [added: (9)] | | % |

| Pre-tax profit margin | | | | | | | | | [removed: 39.2] [added: 47.9] | | % | | | | [removed: 33.9] [added: 39.2] | | % | | | | [removed: 45.2] [added: 33.9] | | % |

| Return on average common stockholders’ equity | | | | | | | | | [removed: 15] [added: 21] | | % | | | | [removed: 16] [added: 15] | | % | | | | [removed: 18] [added: 16] | | % |

| Expenses excluding interest as a percentage of average client assets | | | | | | | | | [removed: 0.13] [added: 0.12] | | % | | | | [removed: 0.16] [added: 0.13] | | % | | | | 0.16 | | % |

- Industry and competitive trends including artificial intelligence, digital assets, private company securities and other alternative investments;

- The Company’s plan to provide increased access for clients to trade in digital assets including select cryptocurrencies (see Products and Services in Part I – Item 1);

- The acquisition and integration of Forge and its private markets capabilities (see Business Acquisition in Part I – Item 1; Overview in Part II – Item 7, and Results of Operations in Part II – Item 7);

- The impact of new and emerging technologies;

- Competitive pressure on pricing, including deposit rates;

- Management’s ability to close the acquisition of Forge on the anticipated terms and timing;

| Adjusted tier 1 leverage ratio (consolidated) | | | | | | | | | 7.1 | | % | | | | 6.8 | | % | | | | 4.9 | | % |

(1) 2025 includes net outflows of $20.8 billion from off-platform brokered CDs issued by CSB.

2025 Compared to 2024

Guided by our “Through Clients’ Eyes” strategy, and with a generally supportive market and engaged clients, Schwab delivered growth in 2025 across multiple client metrics and in our financial results, and we continued to innovate to help our clients achieve their financial goals.

Equity markets finished 2025 with significant full-year gains, as the S&P 500® rose 16% in 2025, and the NASDAQ Composite® rose 20% during the year.

The Federal Reserve reduced the target federal funds rate by a total of 75 basis points in the third and fourth quarters.

With equity market gains and strong client asset gathering, Schwab’s total client assets reached $11.90 trillion at December 31, 2025, up 18% on the year.

Core net new assets for 2025 totaled $519.4 billion, increasing 42% from the prior year, and resulting in an annualized organic growth rate of 5.1%.

In 2025, clients opened 4.7 million new brokerage accounts, an increase of 13% from the prior year, and active brokerage accounts totaled 38.5 million as of December 31, 2025, up 6% from year-end 2024.

Our clients were highly engaged with the markets in 2025; clients’ DATs were 7.7 million for full-year 2025 and 8.3 million in the fourth quarter, increasing 31% over both the prior year-to-date and fourth-quarter periods.

Schwab’s financial performance in 2025 reflected strong asset gathering, sustained client engagement and equity market appreciation, continued demand for Schwab’s lending offerings and managed investing solutions, as well as reduction of higher-cost funding and balanced expense management.

Net income reached $8.9 billion in 2025, rising 49% from 2024, and diluted EPS was $4.65, an increase of 56% over the prior year.

Adjusted diluted EPS (1) rose to $4.87 in 2025, higher by 50% from 2024.

Total net revenues increased 22% year-over-year to $23.9 billion in 2025.

Net interest revenue was $11.8 billion in 2025, up 28% from 2024, due primarily to lower interest expense from reductions in bank supplemental funding and lower rates on funding sources, as well as growth in margin and bank lending and higher segregated cash and investments, which more than offset lower yields on interest-earning assets due to lower market rates.

Asset management and administration fees totaled $6.5 billion in 2025, increasing 14% from 2024, due primarily to higher client asset balances, reflecting market appreciation, asset gathering, and growth in managed investing solutions and money market funds.

Trading revenue was $3.9 billion in 2025, rising 20% from 2024, due primarily to higher trading volume.

Bank deposit account fee revenue increased to $977 million in 2025, up 34% from the prior year, due primarily to higher net yields, partially offset by lower BDA balances.

These increases reflect ongoing investments to support growth of the business and enhance client-serving capabilities while driving incremental efficiencies across the Company.

The year-over-year changes in expenses were primarily attributable to higher compensation and benefits and higher professional services expense, due largely to growth in the business and volume-related costs, including higher incentive compensation driven by the Company’s financial performance, partially offset by lower regulatory fees and assessments due to lower FDIC assessments.

Return on average common stockholders’ equity was 21% in 2025, rising from 15% in 2024 as a result of higher net income, which more than offset higher average common stockholders’ equity.

Return on tangible common equity (1) (ROTCE) was 38% in 2025, up from 35% in 2024, as growth in adjusted net income available to common stockholders (1) more than offset growth in average common stockholders’ equity.

Average common stockholders equity increased primarily as a result of growth in retained earnings and improved average AOCI, partially offset by higher treasury stock due to common stock repurchases in 2025.

The improvement in average AOCI was due to lower unrealized losses on AFS investment securities and securities previously transferred from AFS to HTM, reflecting decreases in market interest rates and lower investment holdings in 2025.

Schwab supported strong client demand for margin and bank lending in 2025, while significantly reducing bank supplemental funding to within a range generally consistent with our diversified funding strategy.

Balance sheet assets totaled $491.0 billion as of December 31, 2025, higher by 2% from year-end 2024.

Principal and interest from our AFS and HTM securities portfolios along with normal client cash behavior supported reduction of bank supplemental funding, which has included brokered CDs, FHLB borrowings, and borrowings under repurchase agreements at our banks.

The Company reduced bank supplemental funding in 2025 by $44.8 billion, or 90%, to $5.1 billion at year-end 2025.

Client sweep cash trends improved in 2025, with bank sweep deposits and payables to brokerage clients increasing by a total of $36.6 billion, or 12%.

Client demand for margin loans increased significantly in 2025, with margin loans ending the year at $112.3 billion, up 34% from year-end 2024 and up 16% during the fourth quarter alone, supported by growth in bank and broker-dealer sweep cash, as well as wholesale funding.

The growth in margin lending in 2025 reflects strong client demand and engagement amid rising equity markets and long/short strategies implemented by RIA clients.

Bank loans totaled $58.0 billion at year-end 2025, increasing 28% during the year due primarily to growth of PALs and First Mortgages, which ended the year at $26.6 billion and $30.5 billion, respectively.

The Company returned meaningful excess capital in 2025.

Total common stock repurchased during the year amounted to $7.3 billion.

THE CHARLES SCHWAB CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular Amounts in Millions, Except Ratios, or as Noted)

- Migrations of bank deposit account balances (BDA balances);

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2022 includes outflows of $20.8 billion from certain mutual fund clearing services clients.

(2) Beginning in 2023, adjustments made to GAAP financial measures also include restructuring costs.

(3) Adjusted total expenses is a non-GAAP financial measure adjusting total expenses excluding interest.

See Non-GAAP Financial Measures.

levels in May 2023.

2023 Compared to 2022

Through an uneven environment in 2023, with shifting views on the trajectory of the U.S. economy, persistent geopolitical unrest, and turmoil beginning early in the year within the banking sector, our “no trade-offs” value proposition continued to resonate with investors.

The Federal Reserve raised the Federal Funds rate four times in the first three quarters of 2023 for a total of 100 basis points before holding rates unchanged from July through the end of 2023.

Although equity markets were volatile during 2023, ultimate returns were strong with the S&P 500® rising 24% and the NASDAQ Composite® increasing 43%.

Investor sentiment was also volatile throughout 2023; strongly bearish in the first quarter before recovering in the second, then declining again in the third quarter.

Investor sentiment recovered significantly in the fourth quarter to end 2023 with a solid bullish viewpoint.

Despite this mixed sentiment, our clients remained engaged with the markets and with Schwab.

Clients entrusted us with $305.7 billion in core net new assets in 2023.

Total client assets reached $8.52 trillion as of December 31, 2023, rising 21% from year-end 2022 as a result of asset gathering and market gains, partially offset by some expected deal-related attrition from clients originating at Ameritrade.

Trading volume declined somewhat from the prior year, as DATs were 5.4 million in 2023, down 9% from 2022.

Clients opened 3.8 million new brokerage accounts in 2023, bringing active brokerage accounts to 34.8 million at year-end, up 3% year-over-year.

Clients sought to take advantage of higher market interest rates in 2023, and we saw significant client cash reallocation from our sweep products into higher-yielding alternatives offered by Schwab.

While bank sweep deposits and payables to brokerage clients decreased by a total of $126.1 billion during 2023, client assets invested in Schwab’s proprietary money market funds and fixed income securities increased by a total of $383.8 billion.

Schwab’s financial performance during 2023 reflected the challenges of navigating a market environment shaped by the Federal Reserve’s interest rate tightening policy and the follow-on effects stemming from the regional banking crisis beginning in March 2023.

Schwab’s net income totaled $5.1 billion in 2023 and diluted EPS was $2.54, down 29% and 27%, respectively, from the prior year.

Adjusted diluted EPS (1) was $3.13 in 2023, down 20% from $3.90 in 2022.

Total net revenues were $18.8 billion in 2023, down 9% from the prior year as client cash realignment activity impacted our net interest revenue.

Net interest revenue was $9.4 billion in 2023, down 12% from the prior year, as the benefits of rising rates were more than offset by increased utilization of higher-cost supplemental funding and lower interest-earning assets.

Asset management and administration fees totaled $4.8 billion in 2023, rising 13% from 2022, primarily as a result of growth in money market funds, as well as improvement in equity markets and growth in our other proprietary fund products, partially offset by lower balances of certain third-party funds.

Trading revenue was $3.2 billion in 2023, down 12% from 2022, due primarily to mix of client trading activity and overall lower trading volume.

Bank deposit account fee revenue was $705 million in 2023, down 50% from the prior year due to lower average BDA balances and lower net yields, as well as $97 million in one-time breakage fees related to ending our arrangements with certain third-party banks in the first quarter of 2023.

BDA balances totaled $97.5 billion at December 31, 2023, down 23% from year-end 2022 due primarily to client cash allocation decisions.

This increase was due primarily to restructuring charges incurred in the second half of 2023, higher regulatory fees and assessments due primarily to an increase in FDIC assessments including the recognition of a $172 million special assessment in the fourth quarter, as well as higher expenses for compensation and benefits and depreciation and amortization, due primarily to growth in average headcount and investment in technology to support growth in our client base and the Ameritrade integration.

Adjusted total expenses (1) were $11.0 billion in 2023, higher by 6% from 2022.

Acquisition and integration-related costs were $401 million in 2023, up 2% from 2022, and amortization of acquired intangibles was $534 million, down 10% from 2022 as certain assets from the Ameritrade acquisition were fully amortized beginning in the fourth quarter of 2022.

Beginning in the third quarter of 2023, adjusted total expenses (1) also excludes restructuring costs, which totaled $495 million in 2023, related to efforts to achieve run-rate cost savings in preparation for post-integration of Ameritrade.

Return on average common stockholders’ equity was 16% for 2023, down from 18% in 2022.

Return on tangible common equity (1) (ROTCE) was 54% in 2023, up from 42% in 2022.

These changes primarily reflected lower average stockholders’

\- 58 -

\- 62 -

At December 31, [removed: 2024,] [added: 2025,] Schwab had [removed: $10.10] [added: $11.90] trillion in client assets, [removed: 36.5] [added: 38.5] million active brokerage accounts, [removed: 5.4] [added: 5.7] million workplace plan participant accounts, and [removed: 2.0] [added: 2.2] million banking accounts.

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: $75] [added: $80] trillion, which means the Company’s [removed: $10.10] [added: $11.90] trillion in client assets leaves substantial opportunity for growth.

Within Investor Services, our competition in serving individual investors spans brokerage, wealth management, and asset management firms, as well as banks, trust companies, financial technology [added: (fintech)] companies, and retirement service providers.

In the Advisor Services arena, we compete with institutional custodians, wirehouses, regional and independent broker-dealers, [added: fintech custodians,] banks, and trust companies.

[removed: Concurrently with the execution of the Agreement and Plan of Merger, dated as of November 24, 2019, as amended (the Merger Agreement) to acquire Ameritrade, CSC entered into an amended and restated insured] [added: Bank] deposit account [removed: agreement] [added: fees are primarily recognized pursuant to the Second Amended and Restated Insured Deposit Account Agreement (2023 IDA agreement)] with TD Bank USA, National Association and TD Bank, National Association (together, the TD Depository [removed: Institutions) (the 2019 IDA agreement), which became effective October 6, 2020.][added: Institutions).]

[removed: Consistent with the 2019 IDA agreement, in accordance with] [added: Under] the 2023 IDA agreement, [added: uninvested] cash [removed: held in] [added: within] eligible brokerage client accounts is swept off-balance sheet to deposit accounts at the TD Depository Institutions.

[removed: For additional information on the 2023 IDA agreement, see] [added: See] Part II – Item [removed: 7 – Capital Management and Item] 8 – Note [removed: 15.][added: 23 for additional information regarding our capital requirements.]

- Brokerage – an array of full-feature brokerage accounts with equity and fixed income trading, margin lending, options trading, futures and forex trading, and cash management capabilities including [added: money market funds and] certificates of [removed: deposit;][added: deposit (CDs);]

- Mutual funds – third-party mutual funds through the Mutual Fund Marketplace®, including no-transaction-fee (NTF) mutual funds through the Mutual Fund OneSource® [removed: service, which also includes proprietary mutual funds, plus] [added: and Institutional No-Transaction-Fee services, as well as] mutual fund trading and clearing services to broker-dealers;

- 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 [removed: full-time] portfolio management;

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

Charles Schwab initially founded the Company [removed: 50] [added: nearly 55] years ago to provide individual investors with access to the financial markets at a highly competitive cost.

The Investor Services segment includes the following business units: Retail Investor; Workplace [added: Services (formerly Workplace] Financial [removed: Services,] [added: Services),] which includes Retirement Plan Services, Retirement Business [removed: Services (formerly part of Advisor Services),] [added: Services,] Stock Plan Services, and Designated Brokerage Services; Mutual Fund Clearing Services; and Off-Platform Sales.

[removed: And we offer award-winning and 24/7] [added: Our multichannel] service [removed: to all our clients, regardless of asset levels,] [added: model delivers award-winning, 24/7 support] via [removed: a multi-channel service delivery model, which includes] online, mobile, telephone, and branch [removed: support.][added: channels, ensuring clients receive consistent service regardless of asset level or preferred method of engagement.]

[removed: In addition to equities, ETFs, and 24/5 trading on select securities, qualified] [added: Eligible] clients can trade [added: equities, mutual funds, ETFs, fixed income,] options, futures, and forex.

Workplace [removed: Financial] Services includes Retirement Plan Services, Retirement Business Services, Stock Plan Services, and Designated Brokerage Services.

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

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

[removed: Through] Retirement Business [removed: Services, retirement plan assets are held at Charles Schwab Trust Bank (Trust Bank) or trusteed by a separate, independent trustee, or through brokerage accounts at CS&Co. Retirement Business] Services also offers the Schwab Personal Choice Retirement Account®, a self-directed brokerage offering for retirement plans.

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

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

Single-custodian solutions [removed: provide] [added: deliver] Schwab account trading data [removed: via an outbound] [added: through a] direct [removed: data] [added: outbound] feed to [removed: industry] regulated companies’ proprietary compliance solutions or [added: to] third-party compliance monitoring systems.

The site provides [removed: multi-year] [added: multiyear] archiving of statements, trade confirms, and tax reports, along with document search capabilities.

[removed: We offer] [added: Advisor Services also offers] a variety of services [added: and resources] to help RIAs grow and manage their practices, including business, technology, and operations consulting on a range of topics critical to an RIA’s success, as well as an annual RIA benchmarking study to help firms understand key business metrics relative to peers.

RIAs and their clients have access to our broad range of [removed: products and] [added: wealth] services, including individual securities, mutual funds, ETFs, [added: alternative investments,] fixed income products, managed accounts, cash products, bank lending, and trust services.

[removed: The Company’s] [added: In addition, our] thinkpipes® trading platform [removed: offers] [added: delivers] real-time charting and efficient trading and allocation, [removed: and] [added: while] iRebal® provides customizable portfolio [removed: rebalancing – both now part of our ongoing offering for RIA clients.][added: rebalancing.]

These revenue streams are supported by the combination of our [removed: bank,] broker-dealer, [added: bank,] and asset management operating subsidiaries, each of which brings specific capabilities that enable us to provide clients with the products and services they are seeking.

Schwab’s primary funding source for interest-earning assets is uninvested client cash balances held on our balance sheet as part of [added: our] clients’ overall relationship with the Company.

Asset management and administration fees are primarily earned from proprietary money market mutual funds, proprietary and third-party mutual funds and ETFs, and fee-based [removed: advisory] [added: managed investing] solutions.

In addition, if any depository institution controlled by an FHC fails to maintain at least a “Satisfactory” rating under the Community Reinvestment Act of 1977 (CRA), the FHC and its subsidiaries are prohibited from [added: engaging in additional FHC Activities.]

[removed: As a result of our election to be treated as an FHC and the election of our depository institution] subsidiaries [removed: to be deemed savings associations under the Home Owners’ Loan Act, a statutory prohibition limits those subsidiaries] from making loans or other extensions of credit to any affiliate unless that affiliate engages, directly or indirectly, only in activities permissible under section 4(c) of the Bank Holding Company Act.

CSC’s three depository institution subsidiaries are CSB, CSC’s principal depository institution subsidiary, Charles Schwab Premier Bank, SSB (CSPB), and [added: Charles Schwab] Trust [removed: Bank.][added: Bank (Trust Bank) (collectively referred to as CSC’s banking subsidiaries).]

CSB and CSPB are [removed: currently] regulated, supervised, and examined by the Federal Reserve, the Texas Department of Savings and Mortgage Lending (TDSML), the Consumer Financial Protection Bureau (CFPB), and the Federal Deposit Insurance Corporation (FDIC).

Trust Bank is [removed: currently] regulated, supervised, and examined by the Federal Reserve, the Nevada Financial Institutions Division, the CFPB, and the FDIC.

This framework affects the activities and investments of CSC and its subsidiaries and gives the regulatory authorities broad discretion in connection with their supervisory, examination and enforcement [removed: activities] [added: activities,] and policies.

As of December 31, [removed: 2024,] [added: 2025,] CSC had total consolidated assets of approximately [removed: $480] [added: $491] billion and cross-jurisdictional activity of approximately [removed: $27] [added: $31] billion.

See Part II – Item 7 – Current Regulatory and Other Developments [removed: and Part II – Item 7 – Capital Management] for additional information on these proposed regulatory changes.

[added: While CSC is required to make adjustments to its] risk-weighted assets related to de minimis positions, those adjustments have not significantly impacted our risk-based capital ratios nor have they had a current impact on CSC’s activities.

The U.S. Liquidity Coverage Ratio (LCR) rule is designed to promote resiliency of the banking sector by requiring that certain large U.S. banking organizations (Covered Companies) maintain a liquidity risk profile which ensures that they have sufficient High Quality Liquid Assets (HQLA), such as central bank reserves, certain government securities, and eligible corporate debt [added: securities] that can be converted easily and quickly to cash, to survive a significant stress event lasting 30 days.

[removed: The LCR rule] requires Covered Companies, including Schwab, to maintain an amount of HQLA that are unencumbered and controlled by the Covered Company’s liquidity management function sufficient to meet a designated percentage of their total stressed net cash outflows over a prospective 30 calendar-day period, as calculated in accordance with the LCR rule.

Forge Global Holdings, Inc.

On November 6, 2025, Schwab announced that it had entered into a definitive agreement to acquire Forge Global Holdings, Inc. (Forge), operator of a leading private market platform and trading marketplace, in a transaction valued at approximately $660 million.

The Company anticipates that incorporating Forge’s private company investment capabilities will enhance Schwab’s ability to meet the evolving needs of investors across our growing client base.

The transaction was approved by Forge’s stockholders in January 2026, and is expected to close in March 2026, subject to customary closing conditions, including regulatory approvals.

- Digital assets – cryptocurrency exchange-trade products (ETPs), options on select cryptocurrency ETPs, cryptocurrency futures, with expanded access to select cryptocurrencies expected to be offered to clients beginning in 2026;

Through the Retail Investor business unit, Schwab serves a broad spectrum of individual investors, ranging from those just beginning their investing journey to clients with substantial and complex wealth management needs.

We support newer investors with accessible products such as Schwab Stock Slices® and the Schwab Starter Kit®, alongside a comprehensive set of trading capabilities, advisory solutions, and educational resources.

Schwab offers several relationship models designed to meet differing levels of financial complexity, engagement, and service preference.

Financial Consultants, Active Trader Financial Consultants, and Wealth Consultants provide guidance, relationship management, and specialized support across areas such as financial planning, managed investing, trading, trust services, equity compensation, and lending.

For clients with more substantial needs, Schwab Private Client Services™ (for clients with $1 million to $10 million in qualifying assets) and Schwab Private Wealth Services™ (for clients with more than $10 million) provide enhanced, relationship-based experiences including dedicated service teams, specialized expertise, expedited processing, pricing advantages, and access to exclusive product offerings.

Schwab offers a comprehensive suite of advisory solutions, including both discretionary and non-discretionary services, with minimum investments starting at $5,000.

Our flagship program, Schwab Wealth Advisory™, provides a dedicated Wealth Advisor supported by a team of professionals offering financial planning, specialized support, and customized portfolio management.

We also provide referrals to independent registered investment advisors through the Schwab Advisor Network® and offer a broad selection of proprietary, and third-party managed solutions to meet diverse client needs.

For self-directed clients, Schwab provides robust digital and software based trading platforms, real-time market data, research tools, and multichannel support.

Schwab Trading Powered by Ameritrade® offers access to the thinkorswim® suite, along with specialized education and 24/7 support.

Schwab also offers international investing capabilities, including access to U.S. markets for non U.S. clients, multicurrency trading for U.S.-based investors, and trading in foreign securities.

Educational resources include articles, videos, podcasts, interactive courses, live events, and tools such as Schwab Equity Ratings®.

We also provide in-depth market analysis through the Schwab Network and publish the Schwab Trading Activity Index™, which offers insights into retail trading behavior and sentiment.

Together, these solutions provide a single, integrated platform that enables clients to engage with Schwab in a way that best aligns with their investing style, financial goals, and preferences.

Introduced in late 2025, Schwab Private Issuer Equity Services provides a complete equity management solution designed to support private companies in the late stages prior to an initial public offering.

In 2025 we launched Schwab Advisor ProDirect™, a membership-based program designed to help independent RIA firms accelerate sustainable growth through structured guidance, peer learning, and operational best practices.

As a result of our election to be treated as an FHC and the election of our depository institution subsidiaries to be deemed savings associations under the Home Owners’ Loan Act, a statutory prohibition limits those

The LCR rule

In October 2025, the Federal Reserve issued proposed changes to the stress test models, the framework that guides the design of the hypothetical scenarios, the hypothetical stress test scenarios, and the averaging and timeline of the stress capital buffer.

We do not expect these changes to materially impact our stress test capital requirements.

In April 2025, common questions and content waivers related to the new rules were modified to focus on the operational information needed in resolution.

The next IDI resolution plan is due in 2028 with interim annual supplements required prior to this filing.

The FDIC’s brokered deposits rule established a framework for determining whether deposits made through arrangements between third parties and depository institutions constitute brokered deposits.

For Schwab employees, we offer a wide range of opportunities for connection and engagement, which helps us cultivate an inclusive culture.

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 CHARLES SCHWAB CORPORATION

Acquisition of Ameritrade

The Company acquired TD Ameritrade Holding Corporation, now Ameritrade Holding LLC (Ameritrade Holding) and its consolidated subsidiaries (collectively referred to as Ameritrade), effective October 6, 2020.

The Company’s integration of Ameritrade is now complete.

Through the integration, the Company generally adopted Schwab platforms and systems, though we’ve leveraged certain material advantages in Ameritrade’s platforms, including our comprehensive integration of Ameritrade’s thinkorswim® and thinkpipes® trading platforms, education, and tools into our offerings for retail and RIA clients.

In 2023, we launched Schwab Trading Powered by Ameritrade™, 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 Ameritrade Institutional’s customizable portfolio rebalancing solution, iRebal®, as part of our offering for independent advisor clients.

Over the course of five client transition groups in 2023 and 2024, we converted approximately $1.9 trillion in client assets across more than 17 million client accounts, including 7,000 RIAs, from Ameritrade to Schwab.

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.

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 Data (Item 8) – Note 16.

*IDA Agreement*

On May 4, 2023, the Company executed the Second Amended and Restated Insured Deposit Account Agreement (2023 IDA agreement) with the TD Depository Institutions that replaced and superseded the 2019 IDA agreement.

Schwab provides recordkeeping and support services to the TD Depository Institutions with respect to the deposit accounts for which Schwab receives an aggregate monthly fee.

Under the 2023 IDA agreement, the service fee on client cash deposits held at the TD Depository Institutions remains at 15 basis points, as it was in the 2019 IDA agreement.

Through the Retail Investor business unit, we offer individual investors access to a broad set of products, tools, education, trading, and advisory solutions.

We provide advice and guidance through various relationship models.

We believe in the power of investing and the importance of planning in helping clients achieve their financial goals.

At the core of our offer is our broad set of relationship models that help personalize the investing journey for our clients and offer them the choice of where, when, and how they do business with us.

Financial Consultants, Active Trader Financial Consultants, and Wealth Consultants in Schwab’s branches and regional centers focus on building client relationships.

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

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

To better meet the differentiated needs of our more affluent clients, we offer Schwab Private Client Services™ for clients with $1 million – $10 million and Schwab Private Wealth Services™ for clients with $10 million or more in total assets.

Clients enrolled in these offerings have access to a dedicated relationship and service team, specialists, expedited processing, pricing discounts and product access.

Our advisory solutions span a broad range of discretionary and non-discretionary choices, with minimum investments starting as low as $5,000, making it accessible to a broad set of investors.

Our premier advisory solution, Schwab Wealth Advisory™, features a personal advice relationship with a dedicated Wealth Advisor, supported by a team of wealth management professionals who provide individualized service, financial planning, a customized investment strategy developed in collaboration with the client, and ongoing guidance and execution.

We offer referrals to independent RIAs in the Schwab Advisor Network® for clients seeking personalized portfolio management, financial planning, and wealth management solutions.

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 Wasmer Schroeder™ Strategies, more than 20 fixed income strategies and separately managed account offerings are available to retail clients, including two positive impact strategies, a multi-sector income strategy, and ultra-short-term U.S. Treasury ladder strategies.

We also refer investors who want to utilize a specific third-party money manager to direct a portion of their investment assets to the Schwab Managed Account™ program.

Schwab Personalized Indexing® allows clients to own individual stocks that reflect the characteristics of an index in a professionally managed solution, enabling greater customization and tax efficiency.

Schwab Intelligent Portfolios® is available for clients who are looking to have their assets professionally managed via a fully automated online investment advisory service.

Schwab Intelligent Portfolios Premium®, a hybrid advisory service, offers clients an advisory service which combines our robo-advice technology with unlimited guidance provided by a CERTIFIED FINANCIAL PLANNER™ to make financial and investment planning more accessible to investors.

Schwab Intelligent Income® is a low-cost solution designed to offer a simple, modern way to generate income from existing investment portfolios.

Further, given our belief in the importance of financial planning, we offer a broad set of planning capabilities addressing a variety of planning needs.

Our solutions include simple, free digital retirement calculators, our complimentary digital Schwab Plan® available to all Schwab clients, as well as more complex planning solutions that are delivered by a Schwab representative who takes into account a client’s personal and financial goals to build a tailored financial plan.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

As of June 30, [removed: 2024,] [added: 2025,] the aggregate market value of the voting stock held by non-affiliates of the registrant was [removed: $122.8] [added: $156.3] 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: 22, 2025,] [added: 21, 2026,] by reference to that document.

For Fiscal Year Ended December 31, [removed: 2024][added: 2025]

| [removed: Item 1.] [added: Item 1.] | | | [removed: [Business](#i63d48c937e17408db8d3d4fea958137b_13)] [added: [Business](#i7aa8a36918aa4a079f3899d17ab7c5ca_13)] | | | [removed: [1](#i63d48c937e17408db8d3d4fea958137b_13)] [added: [1](#i7aa8a36918aa4a079f3899d17ab7c5ca_13)] | | |

| | | | [General Corporate [removed: Overview](#i63d48c937e17408db8d3d4fea958137b_16)] [added: Overview](#i7aa8a36918aa4a079f3899d17ab7c5ca_16)] | | | [removed: [1](#i63d48c937e17408db8d3d4fea958137b_16)] [added: [1](#i7aa8a36918aa4a079f3899d17ab7c5ca_16)] | | |

| | | | [Business Strategy and Competitive [removed: Environment](#i63d48c937e17408db8d3d4fea958137b_19)] [added: Environment](#i7aa8a36918aa4a079f3899d17ab7c5ca_19)] | | | [removed: [1](#i63d48c937e17408db8d3d4fea958137b_19)] [added: [1](#i7aa8a36918aa4a079f3899d17ab7c5ca_19)] | | |

| | | | [Business [removed: Acquisition](#i63d48c937e17408db8d3d4fea958137b_22)] [added: Acquisition](#i7aa8a36918aa4a079f3899d17ab7c5ca_22)] | | | [removed: [2](#i63d48c937e17408db8d3d4fea958137b_22)] [added: [2](#i7aa8a36918aa4a079f3899d17ab7c5ca_22)] | | |

| | | | [Products and [removed: Services](#i63d48c937e17408db8d3d4fea958137b_25)] [added: Services](#i7aa8a36918aa4a079f3899d17ab7c5ca_25)] | | | [removed: [3](#i63d48c937e17408db8d3d4fea958137b_25)] [added: [2](#i7aa8a36918aa4a079f3899d17ab7c5ca_25)] | | |

| | | | [Sources of Net [removed: Revenues](#i63d48c937e17408db8d3d4fea958137b_28)] [added: Revenues](#i7aa8a36918aa4a079f3899d17ab7c5ca_28)] | | | [removed: [6](#i63d48c937e17408db8d3d4fea958137b_28)] [added: [5](#i7aa8a36918aa4a079f3899d17ab7c5ca_28)] | | |

| | | | [Human [removed: Capital](#i63d48c937e17408db8d3d4fea958137b_34)] [added: Capital](#i7aa8a36918aa4a079f3899d17ab7c5ca_34)] | | | [removed: [11](#i63d48c937e17408db8d3d4fea958137b_34)] [added: [10](#i7aa8a36918aa4a079f3899d17ab7c5ca_34)] | | |

| | | | [Available [removed: Information](#i63d48c937e17408db8d3d4fea958137b_37)] [added: Information](#i7aa8a36918aa4a079f3899d17ab7c5ca_37)] | | | [removed: [11](#i63d48c937e17408db8d3d4fea958137b_37)] [added: [10](#i7aa8a36918aa4a079f3899d17ab7c5ca_37)] | | |

| [removed: Item 1A.] [added: Item 1A.] | | | [Risk [removed: Factors](#i63d48c937e17408db8d3d4fea958137b_40)] [added: Factors](#i7aa8a36918aa4a079f3899d17ab7c5ca_40)] | | | [removed: [12](#i63d48c937e17408db8d3d4fea958137b_40)] [added: [10](#i7aa8a36918aa4a079f3899d17ab7c5ca_40)] | | |

| [removed: Item 1B.] [added: Item 1B.] | | | [Unresolved Staff [removed: Comments](#i63d48c937e17408db8d3d4fea958137b_43)] [added: Comments](#i7aa8a36918aa4a079f3899d17ab7c5ca_43)] | | | [removed: [20](#i63d48c937e17408db8d3d4fea958137b_43)] [added: [19](#i7aa8a36918aa4a079f3899d17ab7c5ca_43)] | | |

| [removed: Item 1C.] [added: Item 1C.] | | | [removed: [Cybersecurity](#i63d48c937e17408db8d3d4fea958137b_46)] [added: [Cybersecurity](#i7aa8a36918aa4a079f3899d17ab7c5ca_46)] | | | [removed: [20](#i63d48c937e17408db8d3d4fea958137b_46)] [added: [19](#i7aa8a36918aa4a079f3899d17ab7c5ca_46)] | | |

| [removed: Item 2.] [added: Item 2.] | | | [removed: [Properties](#i63d48c937e17408db8d3d4fea958137b_49)] [added: [Properties](#i7aa8a36918aa4a079f3899d17ab7c5ca_49)] | | | [removed: [21](#i63d48c937e17408db8d3d4fea958137b_49)] [added: [20](#i7aa8a36918aa4a079f3899d17ab7c5ca_49)] | | |

| [removed: Item 3.] [added: Item 3.] | | | [Legal [removed: Proceedings](#i63d48c937e17408db8d3d4fea958137b_52)] [added: Proceedings](#i7aa8a36918aa4a079f3899d17ab7c5ca_52)] | | | [removed: [21](#i63d48c937e17408db8d3d4fea958137b_52)] [added: [21](#i7aa8a36918aa4a079f3899d17ab7c5ca_52)] | | |

| [removed: Item 4.] [added: Item 4.] | | | [Mine Safety [removed: Disclosures](#i63d48c937e17408db8d3d4fea958137b_55)] [added: Disclosures](#i7aa8a36918aa4a079f3899d17ab7c5ca_55)] | | | [removed: [21](#i63d48c937e17408db8d3d4fea958137b_55)] [added: [21](#i7aa8a36918aa4a079f3899d17ab7c5ca_55)] | | |

| [removed: Item 5.] [added: Item 5.] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases [removed: of](#i63d48c937e17408db8d3d4fea958137b_61)] [added: of](#i7aa8a36918aa4a079f3899d17ab7c5ca_61)] | | | | | |

| | | | [Equity [removed: Securities](#i63d48c937e17408db8d3d4fea958137b_61)] [added: Securities](#i7aa8a36918aa4a079f3899d17ab7c5ca_61)] | | | [removed: [22](#i63d48c937e17408db8d3d4fea958137b_61)] [added: [22](#i7aa8a36918aa4a079f3899d17ab7c5ca_61)] | | |

| [removed: Item 6.] [added: Item 6.] | | | [removed: [Reserved](#i63d48c937e17408db8d3d4fea958137b_64)] [added: [Reserved](#i7aa8a36918aa4a079f3899d17ab7c5ca_64)] | | | [removed: [23](#i63d48c937e17408db8d3d4fea958137b_64)] [added: [23](#i7aa8a36918aa4a079f3899d17ab7c5ca_64)] | | |

| [removed: Item 7.] [added: Item 7.] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i63d48c937e17408db8d3d4fea958137b_70)] [added: Operations](#i7aa8a36918aa4a079f3899d17ab7c5ca_67)] | | | [removed: [24](#i63d48c937e17408db8d3d4fea958137b_70)] [added: [24](#i7aa8a36918aa4a079f3899d17ab7c5ca_67)] | | |

| | | | [Forward-Looking [removed: Statements](#i63d48c937e17408db8d3d4fea958137b_73)] [added: Statements](#i7aa8a36918aa4a079f3899d17ab7c5ca_70)] | | | [removed: [24](#i63d48c937e17408db8d3d4fea958137b_73)] [added: [24](#i7aa8a36918aa4a079f3899d17ab7c5ca_70)] | | |

| | | | [Glossary of [removed: Terms](#i63d48c937e17408db8d3d4fea958137b_76)] [added: Terms](#i7aa8a36918aa4a079f3899d17ab7c5ca_73)] | | | [removed: [25](#i63d48c937e17408db8d3d4fea958137b_76)] [added: [25](#i7aa8a36918aa4a079f3899d17ab7c5ca_73)] | | |

| | | | [Current Regulatory and Other [removed: Developments](#i63d48c937e17408db8d3d4fea958137b_88)] [added: Developments](#i7aa8a36918aa4a079f3899d17ab7c5ca_85)] | | | [removed: [32](#i63d48c937e17408db8d3d4fea958137b_88)] [added: [31](#i7aa8a36918aa4a079f3899d17ab7c5ca_85)] | | |

| | | | [Results of [removed: Operations](#i63d48c937e17408db8d3d4fea958137b_91)] [added: Operations](#i7aa8a36918aa4a079f3899d17ab7c5ca_88)] | | | [removed: [33](#i63d48c937e17408db8d3d4fea958137b_91)] [added: [32](#i7aa8a36918aa4a079f3899d17ab7c5ca_88)] | | |

| | | | [Fair Value of Financial [removed: Instruments](#i63d48c937e17408db8d3d4fea958137b_142)] [added: Instruments](#i7aa8a36918aa4a079f3899d17ab7c5ca_139)] | | | [removed: [58](#i63d48c937e17408db8d3d4fea958137b_142)] [added: [56](#i7aa8a36918aa4a079f3899d17ab7c5ca_139)] | | |

| | | | [Critical Accounting [removed: Estimates](#i63d48c937e17408db8d3d4fea958137b_145)] [added: Estimates](#i7aa8a36918aa4a079f3899d17ab7c5ca_142)] | | | [removed: [58](#i63d48c937e17408db8d3d4fea958137b_145)] [added: [56](#i7aa8a36918aa4a079f3899d17ab7c5ca_142)] | | |

| | | | [Non-GAAP Financial [removed: Measures](#i63d48c937e17408db8d3d4fea958137b_148)] [added: Measures](#i7aa8a36918aa4a079f3899d17ab7c5ca_145)] | | | [removed: [60](#i63d48c937e17408db8d3d4fea958137b_148)] [added: [57](#i7aa8a36918aa4a079f3899d17ab7c5ca_145)] | | |

| [removed: Item 7A.] [added: Item 7A.] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i63d48c937e17408db8d3d4fea958137b_151)] [added: Risk](#i7aa8a36918aa4a079f3899d17ab7c5ca_148)] | | | [removed: [62](#i63d48c937e17408db8d3d4fea958137b_151)] [added: [58](#i7aa8a36918aa4a079f3899d17ab7c5ca_148)] | | |

| [removed: Item 8.] [added: Item 8.] | | | [Financial Statements and Supplementary [removed: Data](#i63d48c937e17408db8d3d4fea958137b_154)] [added: Data](#i7aa8a36918aa4a079f3899d17ab7c5ca_151)] | | | [removed: [63](#i63d48c937e17408db8d3d4fea958137b_154)] [added: [59](#i7aa8a36918aa4a079f3899d17ab7c5ca_151)] | | |

| [removed: Item 9.] [added: Item 9.] | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i63d48c937e17408db8d3d4fea958137b_286)] [added: Disclosure](#i7aa8a36918aa4a079f3899d17ab7c5ca_271)] | | | [removed: [125](#i63d48c937e17408db8d3d4fea958137b_286)] [added: [120](#i7aa8a36918aa4a079f3899d17ab7c5ca_271)] | | |

| [removed: Item 9A.] [added: Item 9A.] | | | [Controls and [removed: Procedures](#i63d48c937e17408db8d3d4fea958137b_289)] [added: Procedures](#i7aa8a36918aa4a079f3899d17ab7c5ca_274)] | | | [removed: [125](#i63d48c937e17408db8d3d4fea958137b_289)] [added: [120](#i7aa8a36918aa4a079f3899d17ab7c5ca_274)] | | |

| [removed: Item 9B.] [added: Item 9B.] | | | [Other [removed: Information](#i63d48c937e17408db8d3d4fea958137b_292)] [added: Information](#i7aa8a36918aa4a079f3899d17ab7c5ca_277)] | | | [removed: [125](#i63d48c937e17408db8d3d4fea958137b_292)] [added: [120](#i7aa8a36918aa4a079f3899d17ab7c5ca_277)] | | |

| [removed: Item 9C.] [added: Item 9C.] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i63d48c937e17408db8d3d4fea958137b_298)] [added: Inspections](#i7aa8a36918aa4a079f3899d17ab7c5ca_286)] | | | [removed: [125](#i63d48c937e17408db8d3d4fea958137b_298)] [added: [120](#i7aa8a36918aa4a079f3899d17ab7c5ca_286)] | | |

| [removed: Item 10.] [added: Item 10.] | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i63d48c937e17408db8d3d4fea958137b_304)] [added: Governance](#i7aa8a36918aa4a079f3899d17ab7c5ca_292)] | | | [removed: [126](#i63d48c937e17408db8d3d4fea958137b_304)] [added: [121](#i7aa8a36918aa4a079f3899d17ab7c5ca_292)] | | |

| [removed: Item 11.] [added: Item 11.] | | | [Executive [removed: Compensation](#i63d48c937e17408db8d3d4fea958137b_310)] [added: Compensation](#i7aa8a36918aa4a079f3899d17ab7c5ca_298)] | | | [removed: [127](#i63d48c937e17408db8d3d4fea958137b_310)] [added: [122](#i7aa8a36918aa4a079f3899d17ab7c5ca_298)] | | |

| [removed: Item 12.] [added: Item 12.] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i63d48c937e17408db8d3d4fea958137b_313)] [added: Matters](#i7aa8a36918aa4a079f3899d17ab7c5ca_301)] | | | [removed: [127](#i63d48c937e17408db8d3d4fea958137b_313)] [added: [122](#i7aa8a36918aa4a079f3899d17ab7c5ca_301)] | | |

| [removed: Item 13.] [added: Item 13.] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i63d48c937e17408db8d3d4fea958137b_316)] [added: Independence](#i7aa8a36918aa4a079f3899d17ab7c5ca_304)] | | | [removed: [127](#i63d48c937e17408db8d3d4fea958137b_316)] [added: [123](#i7aa8a36918aa4a079f3899d17ab7c5ca_304)] | | |

| [removed: Item 14.] [added: Item 14.] | | | [Principal Accountant Fees and [removed: Services](#i63d48c937e17408db8d3d4fea958137b_319)] [added: Services](#i7aa8a36918aa4a079f3899d17ab7c5ca_307)] | | | [removed: [127](#i63d48c937e17408db8d3d4fea958137b_319)] [added: [123](#i7aa8a36918aa4a079f3899d17ab7c5ca_307)] | | |

1,752,210,425 shares of $.01 par value Common Stock outstanding as of January 30, 2026.

| [Part I](#i7aa8a36918aa4a079f3899d17ab7c5ca_10) | | | | | | | | |

| | | | [Regulation](#i7aa8a36918aa4a079f3899d17ab7c5ca_31) | | | [5](#i7aa8a36918aa4a079f3899d17ab7c5ca_31) | | |

| [Part II](#i7aa8a36918aa4a079f3899d17ab7c5ca_58) | | | | | | | | |

| | | | [Overview](#i7aa8a36918aa4a079f3899d17ab7c5ca_76) | | | [28](#i7aa8a36918aa4a079f3899d17ab7c5ca_76) | | |

| | | | [Risk Management](#i7aa8a36918aa4a079f3899d17ab7c5ca_118) | | | [41](#i7aa8a36918aa4a079f3899d17ab7c5ca_118) | | |

| | | | [Capital Management](#i7aa8a36918aa4a079f3899d17ab7c5ca_127) | | | [52](#i7aa8a36918aa4a079f3899d17ab7c5ca_127) | | |

| | | | [Foreign Exposure](#i7aa8a36918aa4a079f3899d17ab7c5ca_136) | | | [56](#i7aa8a36918aa4a079f3899d17ab7c5ca_136) | | |

| [Part III](#i7aa8a36918aa4a079f3899d17ab7c5ca_289) | | | | | | | | |

| [Part IV](#i7aa8a36918aa4a079f3899d17ab7c5ca_310) | | | | | | | | |

| | | | [Exhibit Index](#i7aa8a36918aa4a079f3899d17ab7c5ca_316) | | | [124](#i7aa8a36918aa4a079f3899d17ab7c5ca_316) | | |

| [Signatures](#i7aa8a36918aa4a079f3899d17ab7c5ca_322) | | | | | | [129](#i7aa8a36918aa4a079f3899d17ab7c5ca_322) | | |

| [Supplemental Information](#i7aa8a36918aa4a079f3899d17ab7c5ca_325) | | | | | | [F-1](#i7aa8a36918aa4a079f3899d17ab7c5ca_325) | | |

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) | | |

| [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) | | |

| [Part III](#i63d48c937e17408db8d3d4fea958137b_301) | | | | | | | | |

| [Part IV](#i63d48c937e17408db8d3d4fea958137b_322) | | | | | | | | |

| | | | [Exhibit Index](#i63d48c937e17408db8d3d4fea958137b_328) | | | [129](#i63d48c937e17408db8d3d4fea958137b_328) | | |

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

| [Supplemental Information](#i63d48c937e17408db8d3d4fea958137b_337) | | | | | | [F-1](#i63d48c937e17408db8d3d4fea958137b_337) | | |

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 [removed: recognizable.]

Schwab’s corporate cybersecurity program is led by our Chief Information Security Officer (CISO), who reports [added: up] to our Chief [removed: Information Officer (CIO).][added: Technology, Operations and Data Officer.]

The [removed: current] CISO [removed: has been in his role for several years, and] is responsible for our overall cybersecurity strategy, security engineering, security operations, cyber threat detection and incident response, and technology risk and compliance.

Our CISO and [removed: CIO] [added: Chief Technology, Operations and Data Officer] regularly review our cybersecurity program and our prevention, detection, mitigation, and remediation efforts with [removed: management level] [added: 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.

\- 19 -

recognizable.

The current CISO was recently appointed after serving in another senior leadership role in technology risk management for more than seven years at the Company.

\- 20 -

As part of our real estate energy management program, Schwab incorporates sustainable practices [removed: and procedures] to guide our facilities’ design, materials, and building technologies.

| December 31, [removed: 2024] [added: 2025] | | | Square Footage | | | | | |

| Southlake, TX | | | [removed: 13] [added: —] | | | 375 | | |

| St. Louis, MO | | | — | | | [removed: 372] [added: 158] | | |

| Jersey City, NJ | | | [removed: 208] [added: 37] | | | — | | |

| Chicago, IL | | | [removed: 190] [added: 67] | | | — | | |

As of December 31, [removed: 2024,] [added: 2025,] 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.

| Westlake, TX | | | 22 | | | 1,062 | | |

| Orlando, FL | | | 57 | | | 420 | | |

| | | | | | | | | |

\- 20 -

THE CHARLES SCHWAB CORPORATION

| Westlake, TX | | | 22 | | | 795 | | |

| San Francisco, CA | | | 417 | | | — | | |

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

The number of common stockholders of record as of [removed: February 12, 2025,] [added: January 30, 2026,] was [removed: 4,341.][added: 4,132.]

The closing market price per share on that date was [removed: $82.28.][added: $103.92.]

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

| December 31, | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

| Dow Jones U.S. Investment Services Index | | | $ | 100 | | | | | $ | [removed: 118] [added: 140] | | | | | $ | [removed: 166] [added: 126] | | | | | $ | [removed: 149] [added: 143] | | | | | $ | [removed: 169] [added: 183] | | | | | $ | [removed: 217] [added: 231] | |

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

On July [removed: 27, 2022,] [added: 24, 2025,] CSC publicly announced that its Board of Directors terminated its prior [added: share] repurchase authorization and replaced it with [removed: an] [added: a new] authorization to repurchase up to [removed: $15.0] [added: $20.0] billion of common stock.

The [added: new share repurchase] authorization does not have an expiration date.

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

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: 2024] [added: 2025] (in millions, except number of shares, which are in thousands, and per share amounts):

| Share repurchase program | | | [removed: —] [added: 10,377] | | | | | | $ | [removed: —] [added: 94.12] | | | | | [removed: —] [added: 10,377] | | | | | | $ | [removed: 8,723] [added: 16,273] | |

| Employee transactions (1) | | | [removed: 18] [added: 13] | | | | | | $ | [removed: 67.63] [added: 94.20] | | | | | N/A | | | | | | N/A | | |

| Employee transactions (1) | | | [removed: 102] [added: 31] | | | | | | $ | [removed: 72.16] [added: 95.13] | | | | | N/A | | | | | | N/A | | |

| Employee transactions (1) | | | [removed: 1] [added: 7] | | | | | | $ | [removed: 81.50] [added: 95.70] | | | | | N/A | | | | | | N/A | | |

| Employee transactions (1) | | | [removed: 121] [added: 51] | | | | | | $ | [removed: 71.55] [added: 94.97] | | | | | N/A | | | | | | N/A | | |

| The Charles Schwab Corporation | | | $ | 100 | | | | | $ | 160 | | | | | $ | 160 | | | | | $ | 135 | | | | | $ | 147 | | | | | $ | 201 | |

| S&P 500® | | | $ | 100 | | | | | $ | 129 | | | | | $ | 105 | | | | | $ | 133 | | | | | $ | 166 | | | | | $ | 196 | |

| Share repurchase program | | | 9,825 | | | | | | $ | 93.11 | | | | | 9,825 | | | | | | $ | 15,358 | |

| Share repurchase program | | | 8,989 | | | | | | $ | 94.87 | | | | | 8,989 | | | | | | $ | 14,505 | |

| Share repurchase program | | | 29,191 | | | | | | $ | 94.01 | | | | | 29,191 | | | | | | $ | 14,505 | |


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

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

| [Consolidated Statements of [removed: Income](#i63d48c937e17408db8d3d4fea958137b_157)] [added: Comprehensive Income](#i7aa8a36918aa4a079f3899d17ab7c5ca_157)] | | | | | | [removed: [64](#i63d48c937e17408db8d3d4fea958137b_157)] | | | [added: [61](#i7aa8a36918aa4a079f3899d17ab7c5ca_157) | | |]

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

| [Consolidated Statements of Stockholders’ [removed: Equity](#i63d48c937e17408db8d3d4fea958137b_166)] [added: Equity](#i7aa8a36918aa4a079f3899d17ab7c5ca_163)] | | | | | | [removed: [67](#i63d48c937e17408db8d3d4fea958137b_166)] | | | [added: [63](#i7aa8a36918aa4a079f3899d17ab7c5ca_163) | | |]

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

| [Notes to Consolidated Financial [removed: Statements](#i63d48c937e17408db8d3d4fea958137b_172)] [added: Statements](#i7aa8a36918aa4a079f3899d17ab7c5ca_169)] | | | | | | [removed: [70](#i63d48c937e17408db8d3d4fea958137b_172)] | | | [added: [66](#i7aa8a36918aa4a079f3899d17ab7c5ca_169) | | |]

| Note [removed: 1.] | | | [added: 1 | | |] [Introduction and Basis of [removed: Presentation](#i63d48c937e17408db8d3d4fea958137b_175)] [added: Presentation](#i7aa8a36918aa4a079f3899d17ab7c5ca_172)] | | | [removed: [70](#i63d48c937e17408db8d3d4fea958137b_175)] [added: [66](#i7aa8a36918aa4a079f3899d17ab7c5ca_172)] | | |

| Note [removed: 2.] | | | [added: 2 | | |] [Summary of Significant Accounting [removed: Policies](#i63d48c937e17408db8d3d4fea958137b_178)] [added: Policies](#i7aa8a36918aa4a079f3899d17ab7c5ca_175)] | | | [removed: [71](#i63d48c937e17408db8d3d4fea958137b_178)] [added: [67](#i7aa8a36918aa4a079f3899d17ab7c5ca_175)] | | |

| Note [removed: 3.] | | | [added: 3 | | |] [Revenue [removed: Recognition](#i63d48c937e17408db8d3d4fea958137b_184)] [added: Recognition](#i7aa8a36918aa4a079f3899d17ab7c5ca_178)] | | | [removed: [81](#i63d48c937e17408db8d3d4fea958137b_184)] [added: [77](#i7aa8a36918aa4a079f3899d17ab7c5ca_178)] | | |

| Note [removed: 4.] | | | [added: 4 | | |] [Receivables from and Payables to Brokers, Dealers, and Clearing [removed: Organizations](#i63d48c937e17408db8d3d4fea958137b_3063)] [added: Organizations](#i7aa8a36918aa4a079f3899d17ab7c5ca_181)] | | | [removed: [82](#i63d48c937e17408db8d3d4fea958137b_3063)] [added: [78](#i7aa8a36918aa4a079f3899d17ab7c5ca_181)] | | |

| Note [removed: 5.] | | | [added: 5 | | |] [Receivables from and Payables to Brokerage [removed: Clients](#i63d48c937e17408db8d3d4fea958137b_187)] [added: Clients](#i7aa8a36918aa4a079f3899d17ab7c5ca_184)] | | | [removed: [82](#i63d48c937e17408db8d3d4fea958137b_187)] [added: [78](#i7aa8a36918aa4a079f3899d17ab7c5ca_184)] | | |

| Note [removed: 6.] | | | [added: 6 | | |] [Investment [removed: Securities](#i63d48c937e17408db8d3d4fea958137b_190)] [added: Securities](#i7aa8a36918aa4a079f3899d17ab7c5ca_187)] | | | [removed: [83](#i63d48c937e17408db8d3d4fea958137b_190)] [added: [79](#i7aa8a36918aa4a079f3899d17ab7c5ca_187)] | | |

| Note [removed: 7.] | | | [added: 7 | | |] [Bank Loans and Related Allowance for Credit [removed: Losses](#i63d48c937e17408db8d3d4fea958137b_193)] [added: Losses](#i7aa8a36918aa4a079f3899d17ab7c5ca_190)] | | | [removed: [86](#i63d48c937e17408db8d3d4fea958137b_193)] [added: [82](#i7aa8a36918aa4a079f3899d17ab7c5ca_190)] | | |

| Note [removed: 8.] | | | [added: 8 | | |] [Equipment, Office Facilities, and [removed: Property](#i63d48c937e17408db8d3d4fea958137b_199)] [added: Property](#i7aa8a36918aa4a079f3899d17ab7c5ca_193)] | | | [removed: [90](#i63d48c937e17408db8d3d4fea958137b_199)] [added: [86](#i7aa8a36918aa4a079f3899d17ab7c5ca_193)] | | |

| Note [removed: 9.] | | | [added: 9 | | |] [Goodwill and Acquired Intangible [removed: Assets](#i63d48c937e17408db8d3d4fea958137b_202)] [added: Assets](#i7aa8a36918aa4a079f3899d17ab7c5ca_196)] | | | [removed: [90](#i63d48c937e17408db8d3d4fea958137b_202)] [added: [86](#i7aa8a36918aa4a079f3899d17ab7c5ca_196)] | | |

| Note [removed: 11.] | | | [added: 11 | | |] [Variable Interest [removed: Entities](#i63d48c937e17408db8d3d4fea958137b_208)] [added: Entities](#i7aa8a36918aa4a079f3899d17ab7c5ca_205)] | | | [removed: [92](#i63d48c937e17408db8d3d4fea958137b_208)] [added: [88](#i7aa8a36918aa4a079f3899d17ab7c5ca_205)] | | |

| Note [removed: 15.] | | | [added: 15 | | |] [Commitments and [removed: Contingencies](#i63d48c937e17408db8d3d4fea958137b_226)] [added: Contingencies](#i7aa8a36918aa4a079f3899d17ab7c5ca_217)] | | | [removed: [97](#i63d48c937e17408db8d3d4fea958137b_226)] [added: [93](#i7aa8a36918aa4a079f3899d17ab7c5ca_217)] | | |

| Note [removed: 17.] | | | [added: 16 | | |] [Derivative Instruments and Hedging [removed: Activities](#i63d48c937e17408db8d3d4fea958137b_232)] [added: Activities](#i7aa8a36918aa4a079f3899d17ab7c5ca_223)] | | | [removed: [102](#i63d48c937e17408db8d3d4fea958137b_232)] [added: [94](#i7aa8a36918aa4a079f3899d17ab7c5ca_223)] | | |

| Note [removed: 18.] | | | [added: 17 | | |] [Financial Instruments Subject to Off-Balance Sheet Credit [removed: Risk](#i63d48c937e17408db8d3d4fea958137b_235)] [added: Risk](#i7aa8a36918aa4a079f3899d17ab7c5ca_226)] | | | [removed: [104](#i63d48c937e17408db8d3d4fea958137b_235)] [added: [96](#i7aa8a36918aa4a079f3899d17ab7c5ca_226)] | | |

| Note [removed: 19.] | | | [added: 18 | | |] [Fair Values of Assets and [removed: Liabilities](#i63d48c937e17408db8d3d4fea958137b_241)] [added: Liabilities](#i7aa8a36918aa4a079f3899d17ab7c5ca_229)] | | | [removed: [106](#i63d48c937e17408db8d3d4fea958137b_241)] [added: [100](#i7aa8a36918aa4a079f3899d17ab7c5ca_229)] | | |

| Note [removed: 21.] | | | [added: 20 | | |] [Accumulated Other Comprehensive [removed: Income](#i63d48c937e17408db8d3d4fea958137b_250)] [added: Income](#i7aa8a36918aa4a079f3899d17ab7c5ca_238)] | | | [removed: [111](#i63d48c937e17408db8d3d4fea958137b_250)] [added: [105](#i7aa8a36918aa4a079f3899d17ab7c5ca_238)] | | |

| Note [removed: 22.] | | | [added: 21 | | |] [Employee Incentive, Retirement, Deferred Compensation, and Career Achievement [removed: Plans](#i63d48c937e17408db8d3d4fea958137b_253)] [added: Plans](#i7aa8a36918aa4a079f3899d17ab7c5ca_241)] | | | [removed: [112](#i63d48c937e17408db8d3d4fea958137b_253)] [added: [106](#i7aa8a36918aa4a079f3899d17ab7c5ca_241)] | | |

| Note [removed: 26.] | | | [added: 25 | | |] [Earnings Per Common [removed: Share](#i63d48c937e17408db8d3d4fea958137b_268)] [added: Share](#i7aa8a36918aa4a079f3899d17ab7c5ca_253)] | | | [removed: [118](#i63d48c937e17408db8d3d4fea958137b_268)] [added: [112](#i7aa8a36918aa4a079f3899d17ab7c5ca_253)] | | |

[removed: | Note 27. | | | [The] [added: 26. The] Charles Schwab Corporation – Parent Company Only Financial [removed: Statements](#i63d48c937e17408db8d3d4fea958137b_271) | | | [120](#i63d48c937e17408db8d3d4fea958137b_271) | | |][added: Statements]

| [Report of Independent Registered Public Accounting [removed: Firm](#i63d48c937e17408db8d3d4fea958137b_280)] [added: Firm](#i7aa8a36918aa4a079f3899d17ab7c5ca_265)] (PCAOB ID No. 34) | | | | | | [removed: [122](#i63d48c937e17408db8d3d4fea958137b_280)] | | | [added: [117](#i7aa8a36918aa4a079f3899d17ab7c5ca_265) | | |]

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

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

| Interest revenue | | | $ | [removed: 15,537] [added: 15,504] | | | | | $ | [removed: 16,111] [added: 15,537] | | | | | $ | [removed: 12,227] [added: 16,111] | |

| Interest expense | | | [removed: (6,393)] [added: (3,754)] | | | | | | [removed: (6,684)] [added: (6,393)] | | | | | | [removed: (1,545)] [added: (6,684)] | | |

| Net interest revenue | | | [removed: 9,144] [added: 11,750] | | | | | | [removed: 9,427] [added: 9,144] | | | | | | [removed: 10,682] [added: 9,427] | | |

| Asset management and administration fees [removed: (1)] | | | [removed: 5,716] [added: 6,506] | | | | | | [removed: 4,756] [added: 5,716] | | | | | | [removed: 4,216] [added: 4,756] | | |

| Trading revenue | | | [removed: 3,264] [added: 3,921] | | | | | | [removed: 3,230] [added: 3,264] | | | | | | [removed: 3,673] [added: 3,230] | | |

| Bank deposit account fees | | | [removed: 729] [added: 977] | | | | | | [removed: 705] [added: 729] | | | | | | [removed: 1,409] [added: 705] | | |

| Other | | | [removed: 753] [added: 767] | | | | | | [removed: 719] [added: 753] | | | | | | [removed: 782] [added: 719] | | |

| Total net revenues | | | [removed: 19,606] [added: 23,921] | | | | | | [removed: 18,837] [added: 19,606] | | | | | | [removed: 20,762] [added: 18,837] | | |

| Compensation and benefits | | | [removed: 6,043] [added: 6,491] | | | | | | [removed: 6,315] [added: 6,043] | | | | | | [removed: 5,936] [added: 6,315] | | |

| Professional services | | | [removed: 1,053] [added: 1,197] | | | | | | [removed: 1,058] [added: 1,053] | | | | | | [removed: 1,032] [added: 1,058] | | |

| Occupancy and equipment | | | [removed: 1,060] [added: 1,117] | | | | | | [removed: 1,254] [added: 1,060] | | | | | | [removed: 1,175] [added: 1,254] | | |

| Advertising and market development | | | [removed: 397] [added: 420] | | | | | | 397 | | | | | | [removed: 419] [added: 397] | | |

| Communications | | | [removed: 591] [added: 620] | | | | | | [removed: 629] [added: 591] | | | | | | [removed: 588] [added: 629] | | |

| Depreciation and amortization | | | [removed: 916] [added: 850] | | | | | | [removed: 804] [added: 916] | | | | | | [removed: 652] [added: 804] | | |

| [Consolidated Statements of Income](#i7aa8a36918aa4a079f3899d17ab7c5ca_154) | | | | | | | | | [60](#i7aa8a36918aa4a079f3899d17ab7c5ca_154) | | |

| Note | | | 10 | | | [Other Assets](#i7aa8a36918aa4a079f3899d17ab7c5ca_199) | | | [87](#i7aa8a36918aa4a079f3899d17ab7c5ca_199) | | |

| Note | | | 12 | | | [Bank Deposits](#i7aa8a36918aa4a079f3899d17ab7c5ca_208) | | | [88](#i7aa8a36918aa4a079f3899d17ab7c5ca_208) | | |

| Note | | | 13 | | | [Borrowings](#i7aa8a36918aa4a079f3899d17ab7c5ca_211) | | | [89](#i7aa8a36918aa4a079f3899d17ab7c5ca_211) | | |

| Note | | | 14 | | | [Leases](#i7aa8a36918aa4a079f3899d17ab7c5ca_214) | | | [92](#i7aa8a36918aa4a079f3899d17ab7c5ca_214) | | |

| Note | | | 19 | | | [Stockholders’ Equity](#i7aa8a36918aa4a079f3899d17ab7c5ca_232) | | | [103](#i7aa8a36918aa4a079f3899d17ab7c5ca_232) | | |

| Note | | | 22 | | | [Taxes on Income](#i7aa8a36918aa4a079f3899d17ab7c5ca_244) | | | [108](#i7aa8a36918aa4a079f3899d17ab7c5ca_244) | | |

| Note | | | 23 | | | [Regulatory Requirements](#i7aa8a36918aa4a079f3899d17ab7c5ca_247) | | | [109](#i7aa8a36918aa4a079f3899d17ab7c5ca_247) | | |

| Note | | | 24 | | | [Segment Information](#i7aa8a36918aa4a079f3899d17ab7c5ca_250) | | | [111](#i7aa8a36918aa4a079f3899d17ab7c5ca_250) | | |

\- 59 -

(1) For additional information on earnings per common shares outstanding for both voting and nonvoting stock, see Notes 19 and 25.

\- 60 -

| Change in net unrealized gain (loss) on derivatives designated as cash flow hedging instruments: | | | | | | | | | | | | | | | | | |

| Net unrealized gain (loss) | | | (17) | | | | | | — | | | | | | — | | |

| Reclassifications included in interest revenue | | | 66 | | | | | | — | | | | | | — | | |

\- 61 -

\- 62 -

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

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

| Repurchase of nonvoting common stock, inclusive of tax | | | — | | | 19 | | | — | | | (19) | | | — | | | — | | | — | | | (1,512) | | | — | | | (1,512) | | |

| Balance at December 31, 2025 | | | $ | 6,763 | | 2,074 | | | $ | 21 | | — | | | $ | — | | $ | 27,996 | | $ | 44,065 | | $ | (18,437) | | $ | (10,983) | | $ | 49,425 | |

| Purchases of held to maturity securities | | | (1,083) | | | — | | | — | | |

Interest revenue and expense also include interest received or paid on resale and repurchase agreements, respectively, and fees earned and incurred on securities borrowing and lending activities.

See Resale and repurchase agreements below in this Note 2 for further information on the resale agreements.

Investment securities include debt securities which are classified based on management’s intention on the date of purchase and recorded on the balance sheet as of the trade date.

Debt securities not held for trading purposes, for which the Company does not have the positive intent and ability to hold to maturity, are classified as AFS.

Debt securities for which the Company has the positive intent and ability to hold to maturity are classified as HTM.

Schwab’s resale agreements are typically collateralized by U.S. government and agency securities.

Receivables for resale agreements not segregated and on deposit for regulatory purposes are included in either cash and cash equivalents or other assets in the consolidated balance sheets based on their maturity at inception.

rates, and the unemployment rate.

The assessment of effectiveness may exclude changes in fair value of the derivative associated with time value.

Any amounts excluded from the assessment of effectiveness are recorded in AOCI and reclassified into interest revenue or interest expense by using a systematic and rational method over the life of the hedging instrument.

| ASU 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” | | | Removes references to prescriptive and sequential software development stages. Requires an entity to begin capitalizing software costs when both of the following occur: 1) management has authorized and committed to funding the software project, and 2) it is probable that the project will be completed and the software will be used to perform the function intended. Adoption allows retrospective, prospective, or modified transition application, with early adoption permitted. | | | January 1, 2028 | | | The Company is evaluating the impact of this guidance on its financial statements. | | |

| ASU 2025-09, “Derivatives and Hedging (Topic 815) Hedge Accounting Improvements | | | Clarifies certain aspects of the guidance on hedge accounting and addresses several incremental hedge accounting issues arising from the global reference rate reform. Adoption should be applied on a prospective basis for all hedging relationships and may be elected for hedging relationships that exist as of the date of adoption. Upon adoption, entities will be permitted to modify certain critical terms of certain hedging relationships without dedesignating the hedge. | | | January 1, 2027 | | | The Company is evaluating the impact of this guidance on its financial statements. | | |

| Interest expense | | | (3,754) | | | | | | (6,393) | | | | | | (6,684) | | |

| Net interest revenue | | | 11,750 | | | | | | 9,144 | | | | | | 9,427 | | |

| Trading revenue | | | 3,921 | | | | | | 3,264 | | | | | | 3,230 | | |

| Bank deposit account fees | | | 977 | | | | | | 729 | | | | | | 705 | | |

| Other | | | 767 | | | | | | 753 | | | | | | 719 | | |

(1) Beginning in the fourth quarter of 2025, interest revenue and interest expense from client margin loans and short credits related to certain client long/short strategies from which the Company earns a fixed net yield are presented in other interest revenue and other interest expense.

| | | | | | | | | |

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

| [Consolidated Statements of Comprehensive Income](#i63d48c937e17408db8d3d4fea958137b_160) | | | | | | [65](#i63d48c937e17408db8d3d4fea958137b_160) | | |

| 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 16. | | | [Exit and Other Related Liabilities](#i63d48c937e17408db8d3d4fea958137b_229) | | | [99](#i63d48c937e17408db8d3d4fea958137b_229) | | |

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

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

THE CHARLES SCHWAB CORPORATION

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

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

(1) No fee waivers were recognized for the years ended December 31, 2024 and 2023.

Includes fee waivers of $57 million for the year ended December 31, 2022.

As the participation rights, including dividend and liquidation rights, are identical between the voting and nonvoting stock classes, basic and diluted earnings per share are the same for each class.

| Reclassification of net unrealized loss transferred to held to maturity | | | — | | | | | | — | | | | | | 18,228 | | |

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

| Balance at December 31, 2021 | | | $ | 9,954 | | 1,995 | | | $ | 20 | | 79 | | | $ | 1 | | $ | 26,741 | | $ | 25,992 | | $ | (5,338) | | $ | (1,109) | | $ | 56,261 | |

| Issuance of preferred stock, net | | | 740 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 740 | | |

| Issuance of preferred stock, net | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | |

| Issuance of preferred stock, net | | | — | | | — | | | 740 | | |

| Securities transferred from available for sale to held to maturity, at fair value | | | $ | — | | $ | — | | $ | 188,555 | |

| Non-cash financing activity: | | | | | | | | | | | |

| Common stock repurchased during the period but settled after period end | | | $ | — | | $ | — | | $ | 40 | |

Notes to Consolidated Financial Statements

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

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.

*Reclassifications:* Certain prior period amounts have been reclassified to conform to the current period presentation.

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

Prior period amounts have been reclassified to reflect these changes.

Corresponding presentation changes have been made to the consolidated statements of cash flows and related notes also impacted.

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

Fees earned and incurred on securities borrowing and lending activities, which are conducted by the Company’s broker-dealer subsidiary on assets held in client brokerage accounts, are also included in interest revenue and expense.

| | | | | | |

A PLM

*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: 2024.][added: 2025.]

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: 2024.][added: 2025.]

*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: 2024,] [added: 2025,] that has materially affected, or is [removed: reasonable] [added: reasonably] likely to materially affect, the Company’s internal control over financial reporting.

During the three months ended December 31, [removed: 2024,] [added: 2025,] certain of our [removed: 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 | | | Adoption | | | [removed: 10/31/2024] [added: 11/11/2025] | | | x | | | — | | | (4) | | | | | | [removed: 11/10/2025] [added: 11/6/2026] | | |

| Paul V. Woolway, Managing Director and Chief Banking Officer | | | Adoption | | | [removed: 11/15/2024] [added: 11/24/2025] | | | x | | | — | | | (5) | | | | | | [removed: 10/10/2025] [added: 10/9/2026] | | |

| Nigel J. Murtagh, Managing Director and Chief Risk Officer | | | Adoption | | | [removed: 11/23/2024] [added: 11/25/2025] | | | x | | | — | | | (6) | | | | | | [removed: 10/10/2025] [added: 10/9/2026] | | |

(4) Securities to be sold under the plan represent the aggregate of (i) up to [removed: 38,227] [added: 139,948] 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, [removed: 2025,] [added: 2026,] 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 [removed: 26,420 shares of our common stock; (ii) up to 35,970] [added: 41,898] shares of our common stock to be acquired upon the exercise of stock options; and [removed: (iii)] [added: (ii)] the net after-tax number of shares of our common stock to be issued upon the settlement of PBRSUs vesting on March 1, [removed: 2025,] [added: 2026,] which is based on the achievement of pre-established performance goals, and is not yet determinable.

(6) Securities to be sold under the plan represent the aggregate of (i) up to [removed: 45,872] [added: 93,972] 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, [removed: 2025,] [added: 2026,] which is based on the achievement of pre-established performance goals, and is not yet determinable.

\- 120 -

\- 125 -

The information relating to directors of 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: 2025] [added: 2026] (the Proxy Statement) captioned, “Proposal One: Election of Directors,” “Board Structure and Committees,” “Delinquent Section 16(a) Reports,” and “Insider Trading Policy,” respectively.

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

| | | | Charles R. Schwab | | | [removed: 87] [added: 88] | | | Co-Chairman of the Board | | |

| | | | Walter W. Bettinger II | | | [removed: 64] [added: 65] | | | Co-Chairman of the Board | | |

| | | | Richard A. Wurster | | | [removed: 51] [added: 52] | | | President and Chief Executive Officer | | |

| | | | Jonathan S. Beatty | | | [removed: 59] [added: 60] | | | Managing Director and Head of Advisor Services | | |

| | | | Jonathan M. Craig | | | [removed: 53] [added: 54] | | | Managing Director and Head of Investor Services | | |

| | | | Peter J. Morgan III | | | [removed: 60] [added: 61] | | | Managing Director, General Counsel, and Corporate Secretary | | |

| | | | Nigel J. Murtagh | | | [removed: 61] [added: 62] | | | Managing Director and Chief Risk Officer | | |

| | | | Michael D. Verdeschi | | | [removed: 56] [added: 57] | | | Managing Director and Chief Financial Officer | | |

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

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

Mr. Craig has been Managing Director and Head of Investor Services and Marketing of CSC [added: since 2022] and [added: President of] CS&Co since [removed: 2022.][added: 2025.]

| | | | Dennis W. Howard | | | 57 | | | Managing Director, Chief Technology, Operations and Data Officer | | |

\- 121 -

Company where he was a leader of the asset management practice and an Associate Principal.

Mr. Howard has been Managing Director, Chief Technology, Operations and Data Officer of CSC and CS&Co since January 2026.

Prior to that, he served as Managing Director and Chief Information Officer for CSC and CS&Co from 2022 to 2026, Executive Vice President and Chief Information Officer of CSC and CS&Co from 2016 to 2022, and Senior Vice President-Core Technology Solutions for CSC and CS&Co from 2014 to 2016.

Before joining the company, Mr. Howard spent 12 years at Visa Inc. serving in various information technology roles across a number of disciplines, including as Senior Vice President and Chief Information Officer.

Mr. Howard joined Schwab in 2014.

\- 126 -

\- 122 -

THE CHARLES SCHWAB CORPORATION

\- 127 -

THE CHARLES SCHWAB CORPORATION

| [removed: 3.21] [added: 3.31] | | | [Certificate of [removed: Designations] [added: Elimination] of [added: the] 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 [removed: April 30, 2020,] [added: June 2, 2025,] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/316709/000119312520128966/d902022dex31.htm)] [added: reference](https://www.sec.gov/Archives/edgar/data/316709/000119312525133404/d945665dex31.htm)[.](https://www.sec.gov/Archives/edgar/data/316709/000119312525133404/d945665dex31.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/316709/000031670925000010/schw-123124xex41110k.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/316709/000031670926000009/schw-123125xex41110k.htm)] | | | | | |

| 4.15 | | | [Twenty-Third Supplemental Indenture, dated as of August 24, 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](https://www.sec.gov/Archives/edgar/data/316709/000119312523220182/d500761dex482.htm) [F](https://www.sec.gov/Archives/edgar/data/316709/000119312523220182/d500761dex482.htm)[orm] [added: Registrant’s Form] 8-K dated August 24, 2023, and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/316709/000119312523220182/d500761dex482.htm) | | | | | |

| [removed: 10.389] [added: 97.1] | | | [The Charles Schwab Corporation [removed: Corporate Executive Bonus Plan, restated to include amendments approved at the Annual Meeting of Stockholders on May 13, 2015, as amended and restated as of December 13, 2017,] [added: Section 16 Officer Incentive Compensation Recovery Policy,] filed as Exhibit [removed: 10.389] [added: 97.1] to the Registrant’s Form 10-K for the year ended December 31, [removed: 2017,] [added: 2023,] and incorporated [removed: herein] by [removed: reference.](https://www.sec.gov/Archives/edgar/data/316709/000031670918000009/schw-12312017xex10389.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex97110k.htm)] | | | [removed: (2)] | | |

| [removed: 10.394] [added: 10.433] | | | [Form of Notice and Restricted Stock Unit Agreement under The Charles Schwab Corporation [removed: 2013] [added: 2022] Stock Incentive Plan and successor plans, filed as Exhibit [removed: 10.394] [added: 10.433] to the Registrant’s Form 10-K for the year ended December 31, [removed: 2018,] [added: 2023,] and incorporated [removed: herein] by [removed: reference.](https://www.sec.gov/Archives/edgar/data/316709/000031670919000008/schw-12312018xex1039410k.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex1043310k.htm)] | | | (2) | | |

| [removed: 10.396] [added: 10.432] | | | [Form of Notice and [added: Performance-Based] Restricted Stock Unit Agreement [removed: (no accelerating vesting for retirement)] under The Charles Schwab Corporation [removed: 2013] [added: 2022] Stock Incentive Plan and successor plans, filed as Exhibit [removed: 10.396] [added: 10.432] to the [removed: Registrants’] [added: Registrant’s] Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: June 30, 2019,] [added: December 31, 2023,] and incorporated [removed: herein] by [removed: reference.](https://www.sec.gov/Archives/edgar/data/316709/000031670919000039/schw-06302019xex103961.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex1043210k.htm)] | | | (2) | | |

| [removed: 10.398] [added: 10.431] | | | [Form of Notice and [removed: Retainer Restricted] [added: Nonqualified] Stock [removed: Unit] [added: Option] Agreement [removed: for Non-Employee Directors] under The Charles Schwab Corporation [removed: 2013] [added: 2022] Stock Incentive Plan and successor plans, filed as Exhibit [removed: 10.398] [added: 10.431] to the Registrant’s Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: September 30, 2019,] [added: December 31, 2023,] and incorporated [removed: herein] by [removed: reference](https://www.sec.gov/Archives/edgar/data/316709/000031670919000052/schw-09302019xex103981.htm).] [added: reference.](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex1043110k.htm)] | | | (2) | | |

| [removed: 10.403] [added: 10.440] | | | [Form of Notice and Restricted Stock Unit Agreement under The Charles Schwab Corporation [removed: 2013] [added: 2022] Stock Incentive Plan and successor [removed: plans, filed as Exhibit 10.403 to the Registrant’s Form 10-Q for the quarter ended September 30, 2019, and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/316709/000031670919000052/schw-09302019xex104031.htm)] [added: plans.](https://www.sec.gov/Archives/edgar/data/316709/000031670926000009/schw-123125xex1044010k.htm)] | | | (2) | | |

| [removed: 10.404] [added: 10.441] | | | [Form of Notice and Restricted Stock Unit Agreement (no [removed: accelerating] [added: accelerated] vesting for retirement) under The Charles Schwab Corporation [removed: 2013] [added: 2022] Stock Incentive Plan and successor [removed: plans, filed as Exhibit 10.404 to the Registrants’ Form 10-Q for the quarter ended September 30, 2019, and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/316709/000031670919000052/schw-09302019xex104041.htm)] [added: plans.](https://www.sec.gov/Archives/edgar/data/316709/000031670926000009/schw-123125xex1044110k.htm)] | | | (2) | | |

| [removed: 10.407(iv)] [added: 10.407] | | | [Second Amended and Restated Insured Deposit Account Agreement, dated May 4, 2023, by and among TD Bank USA, National Association and TD Bank, National Association, and The Charles Schwab Corporation, Charles Schwab & Co., Inc., Charles Schwab Trust Bank, TD Ameritrade, Inc., and TD Ameritrade Clearing, Inc., filed as Exhibit 10.1 to the Registrant’s Form 8-K dated May 4, 2023, and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/316709/000119312523136479/d374651dex101.htm)* | | | | | |

| [removed: 10.424] [added: 10.436] | | | [The Charles Schwab Severance Pay Plan, as [removed: Amended and Restated Effective June 21, 2021, filed as Exhibit 10.424 to the Registrant’s Form 10-Q for the quarter ended June 30, 2021,] [added: amended] and [removed: incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/316709/000031670921000062/schw-06302021xex1042410q.htm)] [added: restated effective January 1, 2026.](https://www.sec.gov/Archives/edgar/data/316709/000031670926000009/schw-123125xex1043610k.htm)] | | | (2) | | |

| [removed: 10.431] [added: 10.438] | | | [Form of Notice and Nonqualified Stock Option [added: Grant] Agreement under The Charles Schwab Corporation 2022 Stock Incentive Plan and successor [removed: plans](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex1043110k.htm)[,](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex1043110k.htm) [filed as Exhibit 10.431 to the R](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex1043110k.htm)[egistrant](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex1043110k.htm)[’](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex1043110k.htm)[s Form 10-K for the year ended December 31, 2023, and incorporated by reference](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex1043110k.htm)[.](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex1043110k.htm)] [added: plans.](https://www.sec.gov/Archives/edgar/data/316709/000031670926000009/schw-123125xex1043810k.htm)] | | | (2) | | |

| [removed: 10.432] [added: 10.439] | | | [Form of Notice and Performance-Based Restricted Stock Unit [added: Grant] Agreement under The Charles Schwab Corporation 2022 Stock Incentive Plan and successor [removed: plans](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex1043210k.htm)[, filed as Exhibit 10.43](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex1043210k.htm)[2](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex1043210k.htm) [to the Registrant’s Form 10-K for the year ended December 31, 2023, and incorporated by reference.](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex1043210k.htm)] [added: plans.](https://www.sec.gov/Archives/edgar/data/316709/000031670926000009/schw-123125xex1043910k.htm)] | | | (2) | | |

| [removed: 10.433] [added: 10.442] | | | [Form of Notice and Restricted Stock Unit Agreement under The Charles Schwab Corporation 2022 Stock Incentive Plan and successor [removed: plans, filed as Exhibit 10.433 to the Registrant’s Form 10-K for the year ended December 31, 2023, and incorporated by reference](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex1043310k.htm)[.](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex1043310k.htm)] [added: plans.](https://www.sec.gov/Archives/edgar/data/316709/000031670926000009/schw-123125xex1044210k.htm)] | | | (2) | | |

| 19.1 | | | [The [removed: Cha](https://www.sec.gov/Archives/edgar/data/316709/000031670925000010/schw-123123x10xkxex191.htm)[rles] [added: Charles] Schwab [removed: Co](https://www.sec.gov/Archives/edgar/data/316709/000031670925000010/schw-123123x10xkxex191.htm)[rporation] [added: Corporation] Insider Trading [removed: Policy](https://www.sec.gov/Archives/edgar/data/316709/000031670925000010/schw-123123x10xkxex191.htm)[.](https://www.sec.gov/Archives/edgar/data/316709/000031670925000010/schw-123123x10xkxex191.htm)] [added: Policy.](https://www.sec.gov/Archives/edgar/data/316709/000031670926000009/schw-123125x10xkxex191.htm)] | | | [removed: (1)] | | |

| 21.1 | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/316709/000031670925000010/schw-123124xex21110k.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/316709/000031670926000009/schw-123125xex21110k.htm)] | | | | | |

| 23.1 | | | [Independent Registered Public Accounting Firm’s [removed: Consent.](https://www.sec.gov/Archives/edgar/data/316709/000031670925000010/schw-123124xex23110k.htm)] [added: Consent.](https://www.sec.gov/Archives/edgar/data/316709/000031670926000009/schw-123125xex23110k.htm)] | | | | | |

| 31.1 | | | [Certification Pursuant to Rule 13a-14(a)/15d-14(a), As Adopted Pursuant to Section 302 of The Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/316709/000031670925000010/schw-123124xex31110k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/316709/000031670926000009/schw-123125xex31110k.htm)] | | | | | |

| 31.2 | | | [Certification Pursuant to Rule 13a-14(a)/15d-14(a), As Adopted Pursuant to Section 302 of The Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/316709/000031670925000010/schw-123124xex31210k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/316709/000031670926000009/schw-123125xex31210k.htm)] | | | | | |

| 32.1 | | | [Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/316709/000031670925000010/schw-123124xex32110k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/316709/000031670926000009/schw-123125xex32110k.htm)] | | | (1) | | |

| 32.2 | | | [Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/316709/000031670925000010/schw-123124xex32210k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/316709/000031670926000009/schw-123125xex32210k.htm)] | | | (1) | | |

| (3) | | | *Attached as Exhibit 101 to this Annual Report on Form 10-K for the annual period ended December 31, [removed: 2024,] [added: 2025,] are the following materials formatted in XBRL (Extensible Business Reporting Language) (i) [added: Part 1 – Item 1C, (ii)] the Consolidated Statements of Income, [removed: (ii)] [added: (iii)] the Consolidated Statements of Comprehensive Income, [removed: (iii)] [added: (iv)] the Consolidated Balance Sheets, [removed: (iv) the Consolidated Statements of Cash Flows,] (v) the Consolidated Statements of Stockholders’ Equity, [removed: and] (vi) [added: the Consolidated Statements of Cash Flows, (vii)] Notes to Consolidated Financial [removed: Statements.*] [added: Statements, and (viii) Part II – Item 9B.*] | | | | | |

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| 10.435 | | | [The Charles Schwab Corporation Corporate Executive Bonus Plan, as amended and restated effective January 1, 2026.](https://www.sec.gov/Archives/edgar/data/316709/000031670926000009/schw-123125xex1043510k.htm) | | | (2) | | |

| 10.437 | | | [Summary of Non-Employee Director Compensation.](https://www.sec.gov/Archives/edgar/data/316709/000031670926000009/schw-123125xex1043710k.htm) | | | (2) | | |

* Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

\- 128 -

THE CHARLES SCHWAB CORPORATION

| | | | | | | | | |

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

| Exhibit Number | | | Exhibit | | | | | |

\-129-

\-130-

\-131-

\-132-

| 10.428 | | | [Summary of Non-Employee Director Compensation, filed as Exhibit 10.428 to the Registrant’s Form 10-K for the year ended December 31, 2021, and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/316709/000031670922000009/schw123121-ex1042810k.htm) | | | (2) | | |

| 97.1 | | | [The Charles Schwab Corporation Section 16 Officer Incentive Compensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex97110k.htm)[, filed as Exhibit 97](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex97110k.htm)[.1 to the Re](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex97110k.htm)[gistrant](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex97110k.htm)[’](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex97110k.htm)[s Form 10](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex97110k.htm)[\-K for the year ended Dece](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex97110k.htm)[mber 31, 2023, and in](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex97110k.htm)[corporated by reference.](https://www.sec.gov/Archives/edgar/data/316709/000031670924000018/schw-123123xex97110k.htm) | | | | | |

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* Certain confidential information contained in this agreement has been omitted because it is not material and would be competitively harmful if publicly disclosed.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February [removed: 26, 2025.][added: 25, 2026.]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated, on February [removed: 26, 2025.][added: 25, 2026.]

| /s/ Richard A. Wurster | | | | | | /s/ Michael [removed: D.] Verdeschi | | |

| Richard A. Wurster, | | | | | | Michael [removed: D.] Verdeschi, | | |

| /s/ Gerri K. Martin-Flickinger | | | | | | /s/ [removed: Todd M. Ricketts] [added: Charles A. Ruffel] | | |

| Gerri K. Martin-Flickinger, Director | | | | | | [removed: Todd M. Ricketts,] [added: Charles A. Ruffel,] Director | | |

| /s/ [removed: Carrie Schwab-Pomerantz] [added: Arun Sarin] | | | | | | /s/ [removed: Paula A. Sneed] [added: Carrie Schwab-Pomerantz] | | |

| [removed: Carrie Schwab-Pomerantz,] [added: Arun Sarin,] Director | | | | | | [removed: Paula A. Sneed,] [added: Carrie Schwab-Pomerantz,] Director | | |

| *Average Balance Sheets and Net Interest Revenue* | | | [removed: F-2] [added: [F-2](#i7aa8a36918aa4a079f3899d17ab7c5ca_328)] | | |

| *Analysis of Changes in Net Interest Revenue* | | | [removed: F-3] [added: [F-3](#i7aa8a36918aa4a079f3899d17ab7c5ca_331)] | | |

| *Bank Loan Portfolio* | | | [removed: F-4] [added: [F-4](#i7aa8a36918aa4a079f3899d17ab7c5ca_334)] | | |

| *Allowance for Credit Losses on Bank Loans* | | | [removed: F-5] [added: [F-5](#i7aa8a36918aa4a079f3899d17ab7c5ca_337)] | | |

| *Bank Deposits* | | | [removed: F-6] [added: [F-6](#i7aa8a36918aa4a079f3899d17ab7c5ca_340)] | | |

| For the Year Ended December 31, | | | [removed: 2024] [added: 2025] | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | | | |

| Cash and cash equivalents | | | $ | [removed: 29,676] [added: 28,054] | | $ | [removed: 1,539] [added: 1,189] | | [removed: 5.10] [added: 4.18] | | % | $ | [removed: 37,846] [added: 29,676] | | $ | [removed: 1,894] [added: 1,539] | | [removed: 4.94] [added: 5.10] | | % | $ | [removed: 57,163] [added: 37,846] | | $ | [removed: 812] [added: 1,894] | | [removed: 1.40] [added: 4.94] | | % |