ISSUER FREE WRITING PROSPECTUS
(RELATING TO PRELIMINARY PROSPECTUS
SUPPLEMENT DATED FEBRUARY 10, 2025 AND
PROSPECTUS DATED DECEMBER 1, 2023)
FILED PURSUANT TO RULE 433
REGISTRATION NUMBER 333-275858
The Charles Schwab Corporation Announces Secondary Offering of its Common Stock
held by an affiliate of The Toronto-Dominion Bank;
Plans $1.5 Billion Stock Repurchase
WESTLAKE, Texas, New York, February 10, 2025—The Charles Schwab Corporation (NYSE: SCHW) (the “Company” or “Charles Schwab”) today announced the commencement of a secondary offering of its common stock through which TD Group US Holdings LLC, an affiliate of The Toronto-Dominion Bank (“TD”), intends to exit its full investment in the Company. The shares being offered by TD will be sold in an underwritten public offering.
TD currently holds 184.7 million shares of the Company’s common stock, representing a 10.1% economic ownership.
Charles Schwab also announced today that it entered into a share repurchase agreement with TD, conditioned on the secondary offering, pursuant to which the Company agreed to repurchase $1.5 billion of its nonvoting common stock directly from TD, in a private transaction, at the price per share at which the shares of common stock are sold to the public in the secondary offering less the underwriting discount (the “Repurchase”). Closing of the Repurchase is expected to occur immediately following the completion of the public offering. The Repurchase will be made under the Company’s existing share repurchase program and will be funded by cash on hand. Following the completion of the Repurchase, the Company expects to have $7.2 billion remaining under its authorized program. Over the course of 2025, the Company expects to continue to pursue opportunistic repurchases where consistent with its expected progress on its key financial objectives.
Following the secondary offering and the Repurchase, TD will have disposed of all of its shares. Charles Schwab will not receive any of the proceeds from the sale of shares of its common stock.
The secondary offering will be led by TD Securities and Goldman Sachs & Co. LLC.
Charles Schwab has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the Securities and Exchange Commission (the “SEC”) for the secondary offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents Charles Schwab has filed with the SEC, including the preliminary prospectus supplement dated February 10, 2025, for more complete information about Charles Schwab and this secondary offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the preliminary prospectus supplement if you request them by contacting: (i) TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, NY 10017, telephone: 1 (855) 495-9846 or by email at TD.ECM_Prospectus@tdsecurities.com; or (ii) Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1 (866) 471-2526, facsimile: (212) 902-9316 or by email at Prospectus-ny@ny.email.gs.com.
