### Charles Schwab Announces Secondary Offering and Share Repurchase

On February 10, 2025, The Charles Schwab Corporation (NYSE: SCHW) disclosed a secondary offering of its common stock alongside a significant stock repurchase agreement. The offering involves the exit of TD Group US Holdings LLC, an affiliate of The Toronto-Dominion Bank, divesting its complete investment in Charles Schwab. The shares will be sold in a public offering, and TD will sell 184.7 million shares, constituting a 10.1% economic ownership in Charles Schwab.

Simultaneously, Charles Schwab has agreed to repurchase $1.5 billion of its nonvoting common stock directly from TD in a private transaction. The repurchase will be executed at a price per share set during the public offering subtracting the underwriting discount. The closure of the repurchase is contingent upon and anticipated to take place immediately after the termination of the public offering, with the repurchased shares either retained as treasury shares or canceled.

Moreover, as part of the offering, Charles Schwab provided preliminary estimates related to the impact of the repurchase on its Tier 1 Leverage and Adjusted Tier 1 Leverage Ratios. The estimates are provisional and based on preliminary information available as of the report date.

In addition, Charles Schwab revealed preliminary January 2025 business and financial metrics. The estimated metrics covered various areas including core net new assets, new brokerage accounts opened, daily average trades, client transactional sweep cash balances, and bank supplemental funding balances.

The Company plans to release its finalized January 2025 Monthly Activity Report on Friday, February 14, 2025. The Report’s forward-looking statements are subject to potential risks and uncertainties that could affect the actual results and performance.

The secondary offering will be managed by TD Securities and Goldman Sachs & Co. LLC. Charles Schwab has filed necessary documentation with the Securities and Exchange Commission (SEC) for the secondary offering. Interested parties should refer to regulatory filings for comprehensive information regarding Charles Schwab and the offering.

This press release contains forward-looking statements, emphasizing the Company’s plans, objectives, and financial condition. Risks related to consummating the offering and repurchase are indicated. Investors are advised to review the Company’s latest reports on Form 10-K and Form 10-Q for detailed risk assessments.

The Charles Schwab Corporation remains a key player in financial services, catering to a broad clientele through a range of investment opportunities and wealth management services.

For media inquiries, please contact Mayura Hooper at [email protected], and for investor analysis, reach out to Jeff Edwards at [email protected].

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Charles Schwab’s 8K filing here.

About Charles Schwab

The Charles Schwab Corporation, together with its subsidiaries, operates as a savings and loan holding company that provides wealth management, securities brokerage, banking, asset management, custody, and financial advisory services in the United States and internationally. The company operates in two segments, Investor Services and Advisor Services.