SCHWCharles Schwab Corporation
Deals with insiders in the proxy filed 2026-04-06
Deals between SCHW and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-04-04.
Nothing new: every deal in this year's section was reported last year too.
No longer reported 5 paragraphs of the proxy filed 2025-04-04 with nothing like them this year
TRANSACTIONS WITH RELATED PERSONS“As a result of the Ameritrade Acquisition, the company assumed certain agreements existing between Ameritrade and TD Bank and its affiliates. The following describes certain transactions between Ameritrade and TD Bank and its affiliates during fiscal year 2024. Unless otherwise disclosed, amounts cited relate to fiscal year 2024.”
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TRANSACTIONS WITH RELATED PERSONS“Trading Platform Hosting and Services Agreement. TD Waterhouse Canada Inc. offers its clients Ameritrade’s “thinkorswim” trading platform, and TD Ameritrade, Inc. provides the services to support the platform, including routing orders, generating $6.1 million of other revenue, $0.5 million of trading revenue, and $0.4 million of other expense. This agreement terminated in March 2024.”
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TRANSACTIONS WITH RELATED PERSONS“Cash Management Services Agreement. TD Bank USA, N.A., a wholly owned subsidiary of TD Bank, provides cash management services to clients of Ameritrade, resulting in $0.6 million of expenses.”
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TRANSACTIONS WITH RELATED PERSONS“Sublease Agreements. Ameritrade and TD Bank are parties to sublease agreements where Ameritrade and TD Bank sublease building space to each other for administrative and operational purposes. Under these sublease agreements, Ameritrade generated $0.3 million of sub-lease rental income and recognized $0.2 million of occupancy and equipment costs.”
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License Agreement with Mr. Schwab“No cash consideration is to be paid to Mr. Schwab for the name assignment while he is employed by the company or, after his employment terminates, while he is receiving compensation under an employment agreement with the”
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The whole section
16 paragraphs quoted as filed
Ameritrade Transactions“On February 12, 2025, TD Bank, which was at the time the beneficial owner of 5% or more of the company’s common stock, completed the offering and sale of 133.8 million shares of the company’s voting common stock and 31.7 million shares of the company’s non-voting common stock in an underwritten public offering (the Resale Offering) pursuant to its “demand” registration rights under the Registration Rights Agreement (as defined below) for an aggregate sale price of $13.1 billion. Also on February 12, 2025, in connection with and subject to the Resale Offering, the company repurchased 19.2 million additional shares of its non-voting common stock from TD Bank for an aggregate purchase price of $1.5 billion (the Repurchase). As a result of the Resale Offering and the Repurchase, TD Bank no longer beneficially owns 5% of the company’s common stock. In connection with the Resale Offering, the company entered into an underwriting agreement, dated February 10, 2025, by and among the company, TD Bank, and TD Securities (USA) LLC, which is an affiliate of TD Bank, and Goldman Sachs & Co. LLC, as representatives of the underwriters.”
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Ameritrade Transactions“In November 2019, in connection with the Ameritrade Acquisition, the company entered into a stockholder agreement with TD Bank (the Stockholder Agreement) effective as of the closing of the Ameritrade Acquisition that governed certain rights and obligations of TD Bank with respect to shares of the company’s voting and non-voting common stock that TD Bank acquired as part of the Ameritrade Acquisition. The Stockholder Agreement set out, among other things, standstill restrictions, a voting agreement, board designation rights, and transfer restrictions. The Stockholder Agreement was terminated on February 12, 2025.”
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Ameritrade Transactions“Effective as of the closing of the Ameritrade Acquisition on October 6, 2020, the company entered into a registration rights agreement (the Registration Rights Agreement) with Mr. Schwab, certain other stockholders, and TD Bank that among other things provides Mr. Schwab and the other stockholders party to the agreement and provided TD Bank up to three “demand” registrations in any 12-month period as well as customary “piggyback” registration rights with respect to all of their shares of company common stock and shares of company common stock issuable upon conversion, exercise, or exchange, as applicable, of any other company equity securities. The Registration Rights Agreement also requires the company to indemnify the stockholders against certain liabilities that may arise under the Securities Act of 1933, as amended. The Registration Rights Agreement replaced for Mr. Schwab the registration rights agreement that he entered into with the company in 1987.”
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Ameritrade Transactions“The company and subsidiaries of TD Bank (together, the TD Depository Institutions) entered into a Second Amended and Restated Insured Deposit Account Agreement dated May 4, 2023 (the IDA Agreement), pursuant to which cash held in eligible brokerage client accounts is swept off balance sheet to deposit accounts at the TD Depository Institutions. The company provides recordkeeping and support services to the TD Depository Institutions with respect to the deposit accounts for which the company receives an aggregate monthly fee. During 2025, the company generated approximately $977 million in revenue from bank deposit account fees under the IDA Agreement.”
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Ameritrade Transactions“As a result of the Ameritrade Acquisition, the company assumed certain agreements existing between Ameritrade and TD Bank and its affiliates, including a trademark license agreement that allowed Ameritrade to use certain TD Bank trademarks as part of Ameritrade’s corporate identity. Although the trademark license agreement terminated upon the Ameritrade Acquisition, the company is permitted to continue using the trademarks for a transitionary period.”
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TRANSACTIONS WITH RELATED PERSONS“In addition, certain brokerage subsidiaries of the company have securities lending agreements with certain subsidiaries of TD Bank. These agreements were entered into in the ordinary course of business and were made on substantially the same terms as those prevailing for comparable securities lending agreements with persons other than related persons and do not involve more than the normal risk of collectability or present other unfavorable features.”
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License Agreement with Mr. Schwab“The company and CS&Co are parties to an assignment and license agreement with Mr. Schwab (the license agreement) that was originally approved in July 1987 by the company’s non-employee directors. Under the agreement, Mr. Schwab has assigned to the company all service mark, trademark, and trade name rights to Mr. Schwab’s name (and variations on the name) and likeness. However, Mr. Schwab has the perpetual, exclusive, irrevocable right to use his name and likeness for any activity other than the financial services business, so long as Mr. Schwab’s use of his name does not cause confusion about whether the company is involved with goods or services actually created, endorsed, marketed, or sold by Mr. Schwab or by third parties unrelated to the company. The assignment and license agreement defines the “financial services business” as the business in which CS&Co is currently engaged and any additional and related business in which that firm or the company is permitted to engage under rules and regulations of applicable regulatory agencies.”
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License Agreement with Mr. Schwab“Beginning immediately after any termination of his employment, Mr. Schwab will be entitled to use his likeness in the financial services business for some purposes (specifically, the sale, distribution, broadcast, and promotion of books, videotapes, lectures, radio and television programs, and any financial planning services that do not directly compete with any business in which the company or its subsidiaries are then engaged or plan to enter within three months). Beginning two years after any termination of his employment, Mr. Schwab may use his likeness for all other purposes, including in the financial services business, as long as that use does not cause confusion as described above.”
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License Agreement with Mr. Schwab“No cash consideration is to be paid to Mr. Schwab for the name assignment while he is employed by the company or, after his employment terminates, while he is receiving compensation under an employment agreement with the company. Beginning when all such compensation ceases, and continuing for a period of 15 years, Mr. Schwab or his estate will receive 0.3% of the aggregate net revenues of the company (on a consolidated basis) and those of its unconsolidated assignees and licensees that use the name or likeness. These payments may not, however, exceed $2.0 million per year, adjusted up or down to reflect changes from the cost of living prevailing in the San Francisco Bay Area in May 1987, and they will terminate if the company and its subsidiaries cease using Mr. Schwab’s name and likeness. For estimated payments to Mr. Schwab under his license agreement, please refer to the Termination and Change in Control Benefits Table above.”
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License Agreement with Mr. Schwab“The license agreement permits the company to continue using Mr. Schwab’s name and likeness even after he is no longer affiliated with the company and, under most circumstances, limits Mr. Schwab’s separate use of his name and likeness in the financial services business. However, the company’s ability to assign the license agreement, or to permit others to use Mr. Schwab’s name and likeness, is limited during Mr. Schwab’s lifetime. Thus, without Mr. Schwab’s consent, the company may not transfer the license, or any of the company’s rights under the license, to a third party, including by means of mergers or reorganizations in which the stockholders who held shares prior to the transaction do not retain the ability to elect the majority of the board immediately following such transaction (among other circumstances).”
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Other Transactions with Related Persons“Disclosure by BlackRock and Vanguard in separate Schedules 13G indicates that each has beneficially owned more than 5% of the outstanding shares of the company’s common stock within the time period since the beginning of 2025. The company and its affiliates engage in ordinary course transactions and arrangements with BlackRock or its”
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TRANSACTIONS WITH RELATED PERSONS“affiliates and Vanguard or its affiliates including for recordkeeping, administrative, stockholder, educational, and data support services, and a license to use BlackRock’s portfolio management and wealth management technology platform. The company and its subsidiaries also do and may continue to, in the ordinary course, invest in BlackRock and Vanguard funds and pay related management fees. These transactions are negotiated on an arm’s-length basis and we believe they are on customary terms and conditions.”
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TRANSACTIONS WITH RELATED PERSONS“Some of the company’s directors, executive officers, and entities with which they are affiliated have or have had transactions with the company’s banking and brokerage subsidiaries, including for brokerage services and mortgage loans, revolving lines of credit, or other extensions of credit, involving amounts in excess of $120,000 since the beginning of the company’s last fiscal year. These transactions (i) were made in the ordinary course of business, (ii) have complied with all applicable laws and regulations, including the Sarbanes-Oxley Act of 2002, (iii) were made on substantially the same terms, including interest rates and collateral (where applicable) as those prevailing at the time for comparable transactions with persons not related to the company, and (iv) have not involved more than the normal risk of collectability or present other unfavorable features.”
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Policy Regarding Related Party Transactions“The company’s written Policy Regarding Related Party Transactions, which has been approved by the Audit Committee, governs the review and approval of transactions with related persons. With certain limited exceptions, this policy generally requires Audit Committee review and approval of any financial transaction, arrangement, or relationship (including any indebtedness or guarantee of indebtedness), or any series of similar transactions, arrangements, or relationships in which the company participates and the amount involved exceeds or is expected to exceed $120,000, and a director, nominee for director, or executive officer of the company, an immediate family member of any of the foregoing, or a stockholder owning in excess of 5% of a class of the company’s voting securities has a direct or indirect material interest.”
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Policy Regarding Related Party Transactions“The policy requires directors and executive officers to promptly notify the company’s Office of Corporate Governance prior to the commencement of any such transaction in which the notifying person has or will have a material interest, and promptly after becoming aware of any other related person transaction or proposed related person transaction, and to provide a description of all material facts concerning such transaction and the related person’s interest in such transaction. The Office of Corporate Governance conducts an initial review of any reported transaction and refers all transactions requiring review and approval to the Audit Committee. The Audit Committee must give reasonable prior review to any related person transaction brought to its attention and will generally consider any such transaction at its next meeting. However, if prior review is not reasonably possible or the Audit Committee otherwise becomes aware of a related person transaction after its commencement, the transaction will be considered at the next regularly scheduled Audit Committee meeting. In the event that it is infeasible or impractical to wait until the next regularly scheduled Audit Committee meeting or convene an Audit Committee meeting to evaluate a related person transaction, the Chair of the Audit Committee, or any two disinterested members of the Audit Committee if the Chair is an interested party, may review and approve the related person transaction, and any such approval will be reported to the Audit Committee as promptly as reasonably practicable. A transaction may be approved only if it is determined that the transaction is not inconsistent with the interests of the company as of the time of authorization or ratification.”
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Policy Regarding Related Party Transactions“Notice to and approval by the Audit Committee as described above is not required for certain transactions not required to be disclosed under Item 404 of Regulation S-K, charitable contributions to any tax-exempt organization (other than family foundations created by a related person) that do not exceed the greater of $1 million or 2% of the charitable organization’s revenues, and transactions involving financial services, other than loans and other extensions of credit, that are provided on substantially the same terms as those prevailing at the time for comparable services provided to non-affiliates and that otherwise comply with applicable law.”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗