SCHWAB CHARLES CORP
For the period ended Dec 31, 2024. Filed Feb 26, 2025.
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FY2024 · Filed Feb 26, 2025
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Item 9B. Other Information
During the three months ended December 31, 2024, certain of our directors and officers adopted orterminated trading arrangements for the sale of shares of our common stock as follows:
| Plans | ||||||
|---|---|---|---|---|---|---|
| Action | Date | Rule 10b5-1 (1) | Non-Rule 10b5-1 (2) | Number of Securities to be Sold | LatestExpiration (3) | |
| Jonathan M. Craig, Managing Director and Head of Investor Services | Adoption | 10/31/2024 | x | — | (4) | 11/10/2025 |
| Paul V. Woolway, Managing Director and Chief Banking Officer | Adoption | 11/15/2024 | x | — | (5) | 10/10/2025 |
| Nigel J. Murtagh, Managing Director and Chief Risk Officer | Adoption | 11/23/2024 | x | — | (6) | 10/10/2025 |
(1)Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
(2)Not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
(3) Plans expire at the close of trading on the date presented or at such earlier date upon the completion of all trades under the plan (or the expiration of the orders relating to such trades without execution).
(4) Securities to be sold under the plan represent the aggregate of (i) up to 38,227 shares of our common stock to be acquired upon the exercise of stock options; and (ii) the net after-tax number of shares of our common stock to be issued upon the settlement of performance-based restricted stock units (PBRSUs) vesting on March 1, 2025, which is based on the achievement of pre-established performance goals, and is not yet determinable. The actual number of shares that will be issued to the officer in connection with the unvested PBRSUs and sold under the trading arrangement will be net of the number of shares withheld to satisfy tax withholding obligations arising from the vesting of such PBRSUs.
(5) Securities to be sold under the plan represent the aggregate of (i) up to 26,420 shares of our common stock; (ii) up to 35,970 shares of our common stock to be acquired upon the exercise of stock options; and (iii) the net after-tax number of shares of our common stock to be issued upon the settlement of PBRSUs vesting on March 1, 2025, which is based on the achievement of pre-established performance goals, and is not yet determinable. The actual number of shares that will be issued to the officer in connection with the unvested PBRSUs and sold under the trading arrangement will be net of the number of shares withheld to satisfy tax withholding obligations arising from the vesting of such PBRSUs.
(6) Securities to be sold under the plan represent the aggregate of (i) up to 45,872 shares of our common stock to be acquired upon the exercise of stock options; and (ii) the net after-tax number of shares of our common stock to be issued upon the settlement of PBRSUs vesting on March 1, 2025, which is based on the achievement of pre-established performance goals, and is not yet determinable. The actual number of shares that will be issued to the officer in connection with the unvested PBRSUs and sold under the trading arrangement will be net of the number of shares withheld to satisfy tax withholding obligations arising from the vesting of such PBRSUs.
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