Filed Pursuant to Rule 433
Dated March 2, 2022
Registration Statement: No. 333-251156
THE CHARLES SCHWAB CORPORATION
750,000 DEPOSITARY SHARES,
EACH REPRESENTING A 1/100th INTEREST IN A SHARE OF 5.000% FIXED-RATE RESET NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES K
(liquidation preference $100,000 per share (equivalent to $1,000 per depositary share))
SUMMARY OF TERMS
| Issuer: | The Charles Schwab Corporation | |
| Security Offered: | Depositary Shares, Each Representing a 1/100th Interest in a Share of 5.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series K (the “Series K Preferred Stock”) | |
| Expected Ratings: | Baa2 (Moody’s) / BBB (S&P) / BBB- (Fitch) | |
| Size: | $750,000,000 (750,000 depositary shares) | |
| Over-allotment Option: | None | |
| Liquidation Preference: | $100,000 per share of Series K Preferred Stock (equivalent to $1,000 per depositary share) | |
| First Reset Date: | June 1, 2027 | |
Reset Date: Reset Period: | The First Reset Date and each date falling on the fifth anniversary of the preceding Reset Date The period from, and including, the First Reset Date to, but excluding, the next following Reset Date and thereafter each period from, and including, each Reset Date to, but excluding, the next following Reset Date | |
| Dividend Rate (Non-Cumulative): | From March 4, 2022 to, but excluding, June 1, 2027, 5.000%, and from, and including, June 1, 2027, during each reset period (as defined in the preliminary prospectus supplement dated March 2, 2022 (the “preliminary prospectus supplement”)), the five-year treasury rate as of the most recent reset dividend determination date (as defined in the preliminary prospectus supplement) plus 3.256% | |
| Dividend Payment Dates: | Quarterly in arrears on the 1st day of March, June, September and December of each year, commencing on June 1, 2022 | |
| Day Count: | 30/360 | |
| Term: | Perpetual | |
| Optional Redemption: | In whole or in part, from time to time, on any dividend payment date on or after June 1, 2027, or in whole but not in part, at any time within 90 days following a regulatory capital treatment event (as defined in the preliminary prospectus supplement), in each case at a redemption price equal to $100,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends | |
| Trade Date: | March 2, 2022 | |
| Settlement Date: | March 4, 2022 (T+2) | |
| Public Offering Price: | $1,000 per depositary share | |
| Underwriting Discount: | $10.00 per depositary share | |
| Estimated Net Proceeds to Issuer, After Deducting the Underwriting Discount: | $742,500,000 | |
| CUSIP/ISIN: | 808513CB9 / US808513CB92 | |
| Joint Book-Running Managers: | BofA Securities, Inc. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC J.P. Morgan Securities LLC Morgan Stanley & Co. LLC Wells Fargo Securities, LLC | |
| Senior Co-Manager: | Goldman Sachs & Co. LLC | |
| Co-Managers: | Barclays Capital Inc. HSBC Securities (USA) Inc. PNC Capital Markets LLC U.S. Bancorp Investments, Inc. | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time. |
The Issuer has filed a registration statement (including a preliminary prospectus supplement and accompanying prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement and accompanying prospectus and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the preliminary prospectus supplement and accompanying prospectus if you request it by calling BofA Securities, Inc.
toll-free at (800) 294-1322, Citigroup Global Markets Inc. toll-free at (800) 831-9146, Credit Suisse Securities (USA) LLC toll-free at (800) 221-1037, J.P. Morgan Securities LLC collect at (212) 834-4533, Morgan Stanley & Co. LLC at (866) 718-1649 or Wells Fargo Securities, LLC at (800)-645-3751.
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