{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-25-025166","form_type":"8-K","ticker":"SCHW","cik":"0000316709","company_name":"SCHWAB CHARLES CORP","filed_at":"2025-02-12T23:59:59+00:00","discovered_at":"2026-05-14T18:03:05.948260+00:00","generated_at":"2026-05-26T23:05:05.731959+00:00","sec_items":["1.01","1.02","5.02","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Schwab completes $13.1B secondary offering; TD exits, two directors resign","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-25-025166","json":"https://secwatch.observer/filing/0001193125-25-025166.json","markdown":"https://secwatch.observer/filing/0001193125-25-025166.md","text":"https://secwatch.observer/filing/0001193125-25-025166.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/316709/000119312525025166/0001193125-25-025166-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/316709/000119312525025166/d927847d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-26T23:05:05.731959+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"64fa91d5ec","claim":"Bharat B. Masrani resigned as Director at SCHWAB CHARLES CORP.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/316709/000119312525025166/0001193125-25-025166-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"e190cc5864","claim":"Brian M. Levitt resigned as Director at SCHWAB CHARLES CORP.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/316709/000119312525025166/0001193125-25-025166-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}