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Item 1A. Risk Factors

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Item 1A. Risk Factors

During the first three months of 2026, there have been no material changes to the risk factors in Part I – Item 1A – Risk Factors in the 2025 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

On July 24, 2025, CSC publicly announced that its Board of Directors terminated its prior share repurchase authorization and replaced it with a new authorization to repurchase up to $20.0 billion of common stock. The new share repurchase authorization does not have an expiration date. See also Part I – Item 1 – Note 15.

The following table summarizes purchases made by or on behalf of CSC of its common stock for each calendar month in the first quarter of 2026 (in millions, except number of shares, which are in thousands, and per share amounts):

MonthTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced ProgramApproximate Dollar Value of Shares That May Yet Be Purchased Under the Publicly Announced Program
January:
Share repurchase program7,084$102.317,084$13,780
Employee transactions (1)10$102.02N/AN/A
February:
Share repurchase program13,863$96.4913,863$12,442
Employee transactions (1)16$103.20N/AN/A
March:
Share repurchase program3,317$94.953,317$12,127
Employee transactions (1)1,051$95.30N/AN/A
Total:
Share repurchase program24,264$97.9824,264$12,127
Employee transactions (1)1,077$95.47N/AN/A

(1) Includes restricted shares withheld (under the terms of grants under employee stock incentive plans) to offset tax withholding obligations that occur upon vesting and release of restricted shares. CSC may receive shares delivered or attested to pay the exercise price and/or to satisfy tax withholding obligations by employees who exercise stock options granted under employee stock incentive plans, which are commonly referred to as stock swap exercises.

N/A Not applicable.

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THE CHARLES SCHWAB CORPORATION

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

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