SCHWAB CHARLES CORP false 0000316709 0000316709 2025-11-06 2025-11-06 0000316709 us-gaap:CommonStockMember 2025-11-06 2025-11-06 0000316709 us-gaap:SeriesDPreferredStockMember 2025-11-06 2025-11-06 0000316709 schw:SeriesJPreferredStockMember 2025-11-06 2025-11-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): November 6, 2025

The Charles Schwab Corporation

(Exact name of registrant as specified in its charter)

Commission File Number: 1-9700

Delaware |  | 94-3025021
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

3000 Schwab Way, Westlake, TX 76262

(Address of principal executive offices, including zip code)

(817) 859-5000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock - $.01 par value per share |  | SCHW |  | New York Stock Exchange
Depositary Shares, each representing a 1/40th ownership interest in a share of 5.95% Non-Cumulative Preferred Stock, Series D |  | SCHW PrD |  | New York Stock Exchange
Depositary Shares, each representing a 1/40th ownership interest in a share of 4.450% Non-Cumulative Preferred Stock, Series J |  | SCHW PrJ |  | New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 | Regulation FD Disclosure

On November 6, 2025, The Charles Schwab Corporation (“Schwab”) issued a press release announcing it has entered into a definitive agreement to acquire Forge Global Holdings, Inc. A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

In connection with the announcement of the acquisition, Schwab issued an investor presentation containing supplemental information regarding the transaction, a copy of which is attached as Exhibit 99.2 to this Current Report and is incorporated herein by reference.

The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 | Financial Statements and Exhibits

| (d) | Exhibits

Exhibit No. |  | Description
99.1 |  | Press Release of The Charles Schwab Corporation, dated as of November 6, 2025
99.2 |  | Investor Presentation of The Charles Schwab Corporation, dated as of November 6, 2025
104 |  | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

|  |  |  |  |  | THE CHARLES SCHWAB CORPORATION
Date: November 6, 2025 |  |  |  | By: |  | /s/ Michael Verdeschi
|  |  |  |  |  | Michael Verdeschi
|  |  |  |  |  | Managing Director and Chief Financial Officer