Management Change/Compensation Form 8 K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Chief Financial Officer Transition

On July 24, 2024, the Board of Directors (the "Board") of The Charles Schwab Corporation (the "Company") appointed Michael Verdeschi to succeed Peter B. Crawford as the Company's Managing Director and Chief Financial Officer, effective as of October 1, 2024.

Mr. Verdeschi, age 56, has served as Managing Director and Deputy Chief Financial Officer of the Company since May 2024. Prior to joining the Company, Mr. Verdeschi spent over 30 years with Citigroup, Inc., a leading global bank, where he most recently served as Treasurer from 2017 to October 2023 and as the Chief Investment Officer from 2015 to 2017. Mr. Verdeschi holds a Master of Business Administration degree in finance and a Bachelor of Business Administration degree in finance from Iona University.

As Managing Director and Chief Financial Officer, Mr. Verdeschi is eligible to receive the following: (i) an annual base salary of $900,000, (ii) a target annual bonus for 2024 equal to 250% of his base salary, pro-ratedbased on his employment during 2024, (iii) relocation benefits up to $429,000, and (iv) an annual equity award for 2025 with a target of $4.35 million. In June 2024, Mr. Verdeschi received an initial equity grant of 59,849 restricted stock units, which vest ratably over four years.

Mr. Verdeschi was not appointed pursuant to any arrangement or understanding between him and any other person. Mr. Verdeschi does not have any family relationships with any director or executive officer of the Company, and there are no transactions in which Mr. Verdeschi has a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K.