Schwab completes $13.1B secondary offering; TD exits, two directors resign

SCHWAB CHARLES CORP

TD Group US Holdings sold 165.4M shares at $79.25/share for $13.1B total; Schwab received no proceeds.
Schwab repurchased $1.5B of its nonvoting common stock directly from TD in a private transaction at $79.25 less underwriting discount.
TD disposed of all its shares (previously 10.1% economic stake); TD stockholder agreement terminated.
Directors Brian M. Levitt and Bharat B. Masrani resigned from Schwab's board effective Feb 12, 2025 as TD ownership fell below 5%.
Offering led by TD Securities and Goldman Sachs; Piper Sandler acted as financial advisor to Schwab.

item 1.01 item 1.02 item 5.02 item 8.01 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Bharat B. Masrani

Director

SCHW · SCHWAB CHARLES CORP

Effective: 2025-02-12
Filed: February 12, 2025, 6:59 PM ET

Pursuant to the terms of the TD stockholder agreement and the resignation letters, Mr. Levitt and Mr. Masrani resigned from the board of directors of the Company as of the effective date.

Departed

Brian M. Levitt

Director

SCHW · SCHWAB CHARLES CORP

Effective: 2025-02-12
Filed: February 12, 2025, 6:59 PM ET

Pursuant to the terms of the TD stockholder agreement and the resignation letters, Mr. Levitt and Mr. Masrani resigned from the board of directors of the Company as of the effective date.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Bharat B. Masrani resigned as Director at SCHWAB CHARLES CORP.

Action: resigned
Role: Director

Exact text from the filing

Pursuant to the terms of the TD stockholder agreement and the resignation letters, Mr. Levitt and Mr. Masrani resigned from the board of directors of the Company as of the effective date.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Brian M. Levitt resigned as Director at SCHWAB CHARLES CORP.

Action: resigned
Role: Director

Exact text from the filing

Pursuant to the terms of the TD stockholder agreement and the resignation letters, Mr. Levitt and Mr. Masrani resigned from the board of directors of the Company as of the effective date.

View on SEC.gov

SCHWAB CHARLES CORP filing history →

Source: SEC EDGAR

accession 0001193125-25-025166

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