---
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"
generated_at: "2026-05-26T23:05:05.731959+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 1.02, 5.02, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-025166
- JSON: https://secwatch.observer/filing/0001193125-25-025166.json
- Plain text: https://secwatch.observer/filing/0001193125-25-025166.txt

## Key facts
- Executive change
  Bharat B. Masrani resigned as Director at SCHWAB CHARLES CORP.
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/316709/000119312525025166/0001193125-25-025166-index.htm
- Executive change
  Brian M. Levitt resigned as Director at SCHWAB CHARLES CORP.
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/316709/000119312525025166/0001193125-25-025166-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.