HERRINGER FRANK C 4

What Happened
Frank C. Herringer, a director of Charles Schwab Corporation (SCHW), received an award of 457 restricted stock units (RSUs) on July 1, 2026. The RSUs are derivative awards (no per-share trade price or immediate cash value reported) and were granted in lieu of cash director fees. These RSUs are held in a rabbi trust and will convert to shares (one share per RSU) and be distributed when he leaves the Board.

Key Details

• Transaction date: 2026-07-01 (Grant/Award of 457 RSUs). No per-share price or immediate cash value (N/A) because these are RSUs.
• Filing date: 2026-07-06 (the Form 4 was filed after the typical two-business-day window — filed 3 business days after the transaction, i.e., late by one business day).
• Shares owned after transaction: not specified in the filing.
• Notable footnotes from the filing:
  • F1: Each RSU equals the right to receive one share when distributed.
  • F2/F3: RSUs were granted under the Directors' Deferred Compensation Plan II and are held in a rabbi trust for Herringer; distribution occurs when he leaves the Board.
  • F4: RSUs were received in lieu of cash director fees.
  • F5: The filing notes 537.02 RSUs were acquired through dividend reinvestment (reported as part of the holdings/adjustments).
• Transaction type: Award/Grant (code A) — not a market buy or sale.

Context
RSU awards to directors are typically routine compensation and do not represent an open‑market purchase or sale. Because these are deferred and held in a trust, they do not represent immediate share ownership or a direct bullish/bearish trading signal. The late filing is a reporting timing issue and does not change the nature of the award, though timely disclosure is required by SEC rules.