SCHWAB CHARLES CORP 8-K

What Happened

• The Charles Schwab Corporation (SCHW) announced on May 21, 2026 that it issued two series of fixed-to-floating rate senior notes under its Senior Indenture: 4.744% Fixed-to-Floating Rate Senior Notes due 2030 and 5.493% Fixed-to-Floating Rate Senior Notes due 2037. The offering’s net proceeds were approximately $2,236 million after underwriting discounts, commissions and estimated expenses. The notes were issued pursuant to a prospectus supplement dated May 18, 2026 and an Underwriting Agreement dated May 18, 2026 with BofA Securities, Citigroup, Goldman Sachs, J.P. Morgan and Wells Fargo acting as representatives of the underwriters.

Key Details

• Net proceeds: approximately $2,236 million (about $2.236B).
• Notes: 4.744% fixed-to-floating rate due 2030; 5.493% fixed-to-floating rate due 2037 (aggregate principal of the 2037 notes was $1,250,000,000).
• Legal/administrative: issued under the Senior Indenture (dated Nov 14, 2025) and a Second Supplemental Indenture dated May 21, 2026; The Bank of New York Mellon Trust Company, N.A. is trustee.
• Documents filed as exhibits include the Underwriting Agreement, the supplemental indenture, forms of the notes and legal opinion; the 8-K was signed by CFO Michael Verdeschi on May 21, 2026.

Why It Matters

• This filing reports a sizable debt offering that increases Charles Schwab’s outstanding senior debt by roughly $2.24 billion. Fixed-to-floating coupons mean interest expense will be fixed initially and then convert to a floating rate later, which can affect the company’s future interest costs depending on market rates.
• The filing does not specify the intended use of proceeds; investors should review the prospectus/indenture exhibits for full terms and consider how additional debt, interest obligations and maturities fit with Schwab’s balance sheet and credit profile.