SCHWAB CHARLES CORP

The Board of Directors (the board) of The Charles Schwab Corporation (the company) is making the solicitation for proxies to be voted at the 2026 Annual Meeting of Stockholders to be held on May 21, 2026 (the annual meeting). These proxy materials were first made available to stockholders on or about April 6, 2026.

This summary highlights information contained in the proxy statement. This summary does not contain all of the information that you should consider, and you should review all of the information contained in the proxy statement before voting.

Annual Meeting of Stockholders

Voting Proposals

HOW TO VOTE

Director Nominees

We ask that you vote for the election of Marianne C. Brown, Frank C. Herringer, Richard A. Wurster, and Carolyn Schwab-Pomerantz. The following table provides summary information on these nominees. Complete biographical information is contained in the proxy statement.

Independent Auditors

We ask that you ratify the appointment of Deloitte & Touche LLP (Deloitte) as the company’s independent registered public accounting firm for the 2026 fiscal year. While the Audit Committee has the sole authority to retain the independent auditors, we are asking for your ratification as part of the Audit Committee’s evaluation process of the independent registered public accounting firm for the next fiscal year.

Fees for services provided by Deloitte and the member firms of Deloitte Touche Tohmatsu Limited in the last two fiscal years were:

Company Strategy

The company’s strategy emphasizes placing clients’ perspectives, needs, and desires at the forefront by seeing the business through clients’ eyes. Because investing plays a fundamental role in building financial security, the company strives to deliver a better investing experience for its clients – individual investors and the people and institutions who serve them – by disrupting longstanding industry practices on their behalf and providing superior service. In pursuing this strategy, the company:

The company’s “Through Clients’ Eyes” strategy is based on the principle that developing trusted relationships will translate into more assets from both new and existing clients, ultimately driving more revenue and, along with expense discipline and thoughtful capital management, will generate earnings growth and build long-term stockholder value.

Recognition and Awards

We are honored to be the recipients of a number of awards and recognitions, including those listed below

2025 Company Performance Highlights

In pursuing the “Through Clients’ Eyes” strategy, the company achieved the following performance results for 2025:

Executive Compensation

We ask that you approve, on an advisory basis, the compensation of our named executive officers (NEOs). Our NEOs are those executive officers listed in the 2025 Summary Compensation Table (the 2025 SCT). The advisory approval of NEO compensation is required by federal law, and while the vote is not binding, the Compensation Committee considers the vote as part of its evaluation of executive compensation programs.

The executive compensation program supports the company’s strategic objectives through the following design principles:

The Compensation Committee is dedicated to delivering a robust and balanced executive compensation program, in support of a strong link between executive pay and the company’s financial performance. The executive compensation program uses three compensation elements: base salary, annual cash incentives, and long-term equity-based incentives (LTIs), which the Compensation Committee believes enables the recruitment and retention of talented executives and incentivizes them to act in the best interests of the company and its stockholders.

Based on the company’s financial performance in 2025, the Compensation Committee approved funding at 116.5% of the target award for the NEOs for annual cash incentives. The performance goal for performance-based restricted stock units (PBRSUs) granted in 2025 was set at ROTCE exceeding the Cost of Equity (COE), which aligns the executives’ incentives with the long-term interests of stockholders. The PBRSUs have cliff-vesting based on a three-year performance period.

For more information on executive compensation, please see “Compensation Discussion and Analysis” beginning on page 38 and “Executive Compensation Tables” beginning on page 55.

Declassification of the Board of Directors

We ask that you approve amendments to the company’s Fifth Restated Certificate of Incorporation, as amended (the Certificate of Incorporation), and conforming amendments to the company’s Amended and Restated Bylaws (the Bylaws), to declassify the Board of Directors. Currently, the Certificate of Incorporation provides for the board to be divided into three classes, with each class elected every three years. We have approved recommended amendments that, subject to approval by stockholders at the annual meeting, would phase out the classification over a three-year period and provide for the annual election of all directors beginning at the 2029 Annual Meeting of Stockholders.