SCHWAB CHARLES CORP

28. Subsequent Events

On February 12, 2025, the Company completed a secondary public offering of common shares through which TD Group US Holdings LLC, an affiliate of TD Bank, sold 133.8 million shares of the Company’s common stock and 31.7 million shares of the Company’s nonvoting common stock, which automatically converted into common stock, at $79.25 per share, for an aggregate amount of $13.1 billion. The Company did not receive any of the proceeds from this sale.

Subsequent to the completion of the secondary offering, and pursuant to a repurchase agreement dated February 9, 2025, the Company repurchased directly from TD Group US Holdings LLC the remaining 19.2 million shares of nonvoting common stock at a price of $77.982 per share for an aggregate repurchase amount of $1.5 billion. This repurchase closed on February 12, 2025, and shares of nonvoting common stock automatically converted into common stock and are now held in treasury stock, reducing the number of shares outstanding. These shares were purchased under CSC’s share repurchase authorization, which, following the repurchase, has approximately $7.2 billion remaining.

Through the completion of the secondary offering and the Company’s repurchase of nonvoting common stock, TD Bank disposed of all of its common shares of CSC. As a result, and pursuant to the terms of the Company’s stockholder agreement with TD Bank (the TD Bank Stockholder Agreement) dated as of November 24, 2019, TD Bank is no longer entitled to designate members of the Board of Directors of the Company. Accordingly, as of February 12, 2025, Brian M. Levitt and Bharat B. Masrani resigned from the Company’s Board of Directors. Finally, the TD Bank Stockholder Agreement terminated in accordance with its terms.

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