Form 8-K
8-K — SCHWAB CHARLES CORP
Accession: 0001193125-26-170805
Filed: 2026-04-22
Period: 2026-04-20
CIK: 0000316709
SIC: 6211 (SECURITY BROKERS, DEALERS & FLOTATION COMPANIES)
Item: Material Modifications to Rights of Security Holders
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — d157689d8k.htm (Primary)
EX-1.1 (d157689dex11.htm)
EX-3.1 (d157689dex31.htm)
EX-4.1 (d157689dex41.htm)
EX-5.1 (d157689dex51.htm)
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XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: d157689d8k.htm · Sequence: 1
8-K
SCHWAB CHARLES CORP false 0000316709 --12-31 0000316709 2026-04-20 2026-04-20 0000316709 us-gaap:CommonStockMember 2026-04-20 2026-04-20 0000316709 us-gaap:SeriesDPreferredStockMember 2026-04-20 2026-04-20 0000316709 schw:SeriesJPreferredStockMember 2026-04-20 2026-04-20
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 20, 2026
The Charles Schwab Corporation
(Exact name of registrant as specified in its charter)
Commission File Number: 1-9700
Delaware
94-3025021
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
3000 Schwab Way, Westlake, TX 76262
(Address of principal executive offices, including zip code)
(817) 859-5000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock - $.01 par value per share
SCHW
New York Stock Exchange
Depositary Shares, each representing a 1/40th ownership interest in a share of 5.95% Non-Cumulative Preferred Stock, Series D
SCHW PrD
New York Stock Exchange
Depositary Shares, each representing a 1/40th ownership interest in a share of 4.450% Non-Cumulative Preferred Stock, Series J
SCHW PrJ
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
On April 22, 2026, The Charles Schwab Corporation (“CSC”) issued and sold 1,500,000 depositary shares (“Depositary Shares”), each representing a 1/100th ownership interest in a share of 6.100% fixed-rate reset non-cumulative perpetual preferred stock, Series L, $0.01 par value per share, with a liquidation preference of $100,000 per share (equivalent to $1,000 per Depositary Share) (the “Series L Preferred Stock”). The net proceeds of the offering of the 1,500,000 Depositary Shares were approximately $1,480 million, after deducting underwriting discounts and commissions and estimated offering expenses. This issuance is referred to as the “Preferred Issuance.”
Item 3.03
Material Modification to Rights of Security Holders
In connection with the Preferred Issuance, CSC filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware, establishing the voting rights, powers, preferences and privileges, and the relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of the Series L Preferred Stock on April 22, 2026. Holders of the Depositary Shares will be entitled to all proportional rights and preferences of the Series L Preferred Stock (including dividend, voting, redemption and liquidation rights).
Under the terms of the Series L Preferred Stock, the ability of CSC to pay dividends on, make distributions with respect to, or to repurchase, redeem or acquire its common stock, nonvoting common stock or any preferred stock ranking on parity with or junior to the Series L Preferred Stock, is subject to restrictions in the event that CSC does not declare and either pay or set aside a sum sufficient for payment of dividends on the Series L Preferred Stock for the immediately preceding dividend period.
The terms of the Series L Preferred Stock are more fully described in the Certificate of Designations which is included as Exhibit 3.1 to this Current Report on Form 8–K and is incorporated by reference herein.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The Certificate of Designations became effective upon filing with the Secretary of State of the State of Delaware. The terms of the Series L Preferred Stock are more fully described in the Certificate of Designations which is included as Exhibit 3.1 to this Current Report on Form 8–K and is incorporated by reference herein.
Item 8.01
Other Events
On April 20, 2026, in connection with the Preferred Issuance, CSC entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as the representatives of the several underwriters named therein (collectively, the “Underwriters”), under which CSC agreed to sell to the Underwriters 1,500,000 shares of Depositary Shares, each representing a 1/100th ownership interest in a share of Series L Preferred Stock.
The Underwriting Agreement contains customary representations, warranties and agreements of CSC, conditions to closing, indemnification rights and obligations of the parties, and termination provisions. Under the terms of the Underwriting Agreement, CSC agreed to indemnify the Underwriters against certain specified types of liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments the Underwriters may be required to make in respect of these liabilities.
The offering was made pursuant to the prospectus supplement dated April 20, 2026 and the accompanying prospectus dated December 1, 2023, filed with the Securities and Exchange Commission pursuant to CSC’s Registration Statement.
Copies of (a) the Underwriting Agreement, (b) the Certificate of Designations to which the Form of Certificate Representing the Series L Preferred Stock is attached as Exhibit A, (c) the Deposit Agreement, dated April 22, 2026, between CSC and Equiniti Trust Company, LLC, as Depositary, to which the Form of Depositary Share Receipt is attached as Exhibit A and (d) a validity opinion with respect to the Depositary Shares and the Series L Preferred Stock are attached as Exhibits 1.1, 3.1, 4.1 and 5.1, respectively, to this Current Report on Form 8-K and are incorporated by reference into CSC’s Registration Statement.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
Exhibit No.
Description
1.1
Underwriting Agreement, dated April 20, 2026, by and among CSC and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as the representatives of the several underwriters named therein.
3.1
Certificate of Designations of 6.100% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L, dated April 22, 2026, of CSC (including the form of 6.100% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L Certificate of CSC attached as Exhibit A thereto).
4.1
Deposit Agreement, dated April 22, 2026, between CSC and Equiniti Trust Company, LLC, as Depositary (including the form of Depositary Share Receipt attached as Exhibit A thereto).
5.1
Opinion of Wachtell, Lipton, Rosen & Katz, dated April 22, 2026.
23.1
Consent of Wachtell, Lipton, Rosen & Katz, dated April 22, 2026 (included in Exhibit 5.1).
104
Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Signature(s)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
THE CHARLES SCHWAB CORPORATION
Date: April 22, 2026
By:
/s/ Michael Verdeschi
Michael Verdeschi
Managing Director and Chief Financial Officer
EX-1.1
EX-1.1
Filename: d157689dex11.htm · Sequence: 2
EX-1.1
Exhibit 1.1
Execution Version
THE CHARLES SCHWAB CORPORATION
1,500,000 Depositary Shares, Each Representing a 1/100th Interest in a Share of 6.100% Fixed
Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L
UNDERWRITING AGREEMENT
April 20, 2026
UNDERWRITING AGREEMENT
April 20, 2026
Citigroup Global Markets
Inc.
Goldman Sachs & Co. LLC
J.P. Morgan
Securities LLC
Morgan Stanley & Co. LLC
TD
Securities (USA) LLC
Wells Fargo Securities, LLC
as Representatives of the
several Underwriters named
in
Schedule A hereto
c/o Citigroup Global Markets Inc.
388
Greenwich Street
New York, New York 10013
c/o Goldman
Sachs & Co. LLC
200 West Street
New York, New York
10282
c/o J.P. Morgan Securities LLC
270 Park Avenue
New York, New York 10017
c/o Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
c/o TD Securities (USA) LLC
1 Vanderbilt Avenue, 11th Floor
New York, New York 10017
c/o Wells Fargo Securities, LLC
550 South Tryon Street, 5th Floor
Charlotte, North Carolina 28202
Ladies and Gentlemen:
The Charles Schwab Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated
herein, to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as Representatives, 1,500,000 depositary shares (the “Depositary Shares”),
each such Depositary Share representing a 1/100th interest in a share of its 6.100% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L, par value $0.01 per share, with a liquidation preference
of
$100,000 per share (equivalent to $1,000 per depositary share) (the “Preferred Stock”). The Depositary Shares and the Preferred Stock are described in the Prospectus that is
referred to below. The Preferred Stock, when issued, will be deposited against delivery of depositary receipts (the “Depositary Receipts”), which will evidence the Depositary Shares and will be issued by Equiniti Trust Company
(the “Depositary”) under a deposit agreement, to be dated April 22, 2026 (the “Deposit Agreement”), among the Company, the Depositary and the holders from time to time of the Depositary Receipts issued
hereunder.
The Preferred Stock is to be issued by the Company pursuant to the provisions of the certificate of designations relating to
the Preferred Stock (the “Certificate of Designations”) to be filed by the Company with the Secretary of State of the State of Delaware prior to the Closing Date (as defined below).
The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder (collectively, the “Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3
(File No. 333-275858) under the Act (the “registration statement”), including a prospectus, which registration statement incorporates by reference documents which the Company has filed, or
will file, in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). Such registration statement has become effective under
the Act.
Except where the context otherwise requires, “Registration Statement”, as used herein, means the registration
statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Act, as such section applies to the respective Underwriters (the “Effective Time”), including
(i) all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein, (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 424(b)
under the Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Act, to be part of the registration statement at the Effective Time, and (iii) any registration statement filed to register the offer and sale
of Depositary Shares pursuant to Rule 462(b) under the Act.
The Company has furnished or made available to you, for use by the
Underwriters and by dealers in connection with the offering of the Depositary Shares, copies of one or more preliminary prospectus supplements, and the documents incorporated by reference therein, relating to the Depositary Shares and the Preferred
Stock. Except where the context otherwise requires, “Pre-Pricing Prospectus”, as used herein, means each such preliminary prospectus supplement, in the form so furnished, including any basic
prospectus (whether or not in preliminary form) furnished to you by the Company and attached to or used with such preliminary prospectus supplement. Except where the context otherwise requires, “Basic Prospectus”, as used herein,
means any such basic prospectus attached to or used with the Prospectus Supplement (as defined below).
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Except where the context otherwise requires, “Prospectus Supplement”, as
used herein, means the final prospectus supplement, relating to the Depositary Shares and the Preferred Stock, filed by the Company with the Commission pursuant to Rule 424(b) under the Act on or before the second business day after the date hereof
(or such earlier time as may be required under the Act), in the form furnished by the Company to you for use by the Underwriters and by dealers in connection with the offering of the Depositary Shares.
Except where the context otherwise requires, “Prospectus”, as used herein, means the Prospectus Supplement together with
the Basic Prospectus attached to or used with the Prospectus Supplement.
“Permitted Free Writing Prospectuses”, as
used herein, means the documents listed on Schedule B attached hereto and each “road show” (as defined in Rule 433 under the Act), if any, related to the offering of the Depositary Shares contemplated hereby that is a
“written communication” (as defined in Rule 405 under the Act). Each Underwriter severally covenants and agrees with the Company that such Underwriter has not offered or sold and will not offer or sell, without the Company’s
consent, any Depositary Shares or Preferred Stock by means of any “free writing prospectus” (as defined in Rule 405 under the Act) that is required to be filed by the Underwriters with the Commission pursuant to Rule 433 under the Act,
other than a Permitted Free Writing Prospectus.
“Covered Free Writing Prospectuses”, as used herein, means
(i) each “issuer free writing prospectus” (as defined in Rule 433(h)(1) under the Act), if any, relating to the Depositary Shares or Preferred Stock, which is not a Permitted Free Writing Prospectus and (ii) each Permitted Free
Writing Prospectus.
“Disclosure Package”, as used herein, means any
Pre-Pricing Prospectus together with any combination of one or more of the Permitted Free Writing Prospectuses, if any, as of the Applicable Time.
“Applicable Time” means 2:55 p.m., New York City time, on the date of this Agreement.
Any reference herein to the Registration Statement, any Basic Prospectus, any Pre-Pricing Prospectus,
the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the
“Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend”,
“amendment” or “supplement” with respect to the Registration Statement, any Basic Prospectus, any Pre-Pricing Prospectus, the Prospectus Supplement, the Prospectus or any
Permitted Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the initial effective date of the Registration Statement, or the date of such Basic Prospectus, such Pre-Pricing Prospectus, the Prospectus Supplement, the Prospectus or such Permitted Free Writing Prospectus, as the case may be, and deemed to be incorporated therein by reference.
As used in this Agreement, “business day” shall mean any day other than a day on which banks are permitted or required to
be closed in New York City. The terms “herein”, “hereof”, “hereto”, “hereinafter” and similar terms, as used in this Agreement, shall in each case refer to this Agreement as a whole and not to any
particular section, paragraph, sentence or other subdivision of this Agreement. The term “or”, as used herein, is not exclusive.
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The Company and the Underwriters agree as follows:
1. Sale and Purchase.
Upon the basis of
the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the
Company the respective number of Depositary Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, at a purchase price equal to $990.00 per
Depositary Share.
The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective
portions of the Depositary Shares as soon after the effectiveness of this Agreement as in your judgment is advisable and (ii) initially to offer the Depositary Shares upon the terms set forth in the Prospectus. You may from time to time
increase or decrease the public offering price after the initial public offering to such extent as you may determine.
Each Underwriter,
severally and not jointly, represents and agrees as set forth in Appendix A hereto.
2. Payment and Delivery. Payment of the
purchase price for the Depositary Shares shall be made to the Company by Federal Funds wire transfer against delivery of the Depositary Shares to you through the facilities of The Depository Trust Company (“DTC”) for the
respective accounts of the Underwriters. Such payment and delivery with respect to the Depositary Shares shall be made at 10:00 a.m., New York City time, on April 22, 2026 (such time being referred to herein as the “Time of
Purchase”, and such date being referred to herein as the “Closing Date”) (unless another time shall be agreed to by you and the Company or unless postponed in accordance with the provisions of Section 8 hereof).
Electronic transfer of the Depositary Shares shall be made to you at the Time of Purchase in such names and in such denominations as you shall specify.
Deliveries of the documents described in Section 6 hereof with respect to the purchase of the Depositary Shares shall be made at the
offices of Simpson Thacher & Bartlett LLP at 425 Lexington Avenue, New York, New York, 10017, at 9:00 a.m., New York City time, on the Closing Date.
3. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, each of the Underwriters
that:
(a) the Registration Statement is an “automatic shelf registration statement” as defined under Rule 405
of the Act that has been filed with the Commission not earlier than three years prior to the date hereof and has heretofore become effective under the Act; no notice of objection of the Commission to the use of such registration statement or any
post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act has been received by the Company; and no stop order of the Commission preventing or suspending the use of any Basic Prospectus, any
Pre-Pricing Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus, or the effectiveness of the Registration Statement, has been issued, and no proceedings for such
purpose have been instituted or, to the Company’s knowledge, are threatened by the Commission;
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(b) the Registration Statement complied when it became effective, complies
as of the date hereof and, as amended or supplemented, at the Time of Purchase, and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar
rule) in connection with any sale of Depositary Shares, will comply, in all material respects, with the requirements of the Act; the conditions to the use of Form S-3 in connection with the offering and sale
of the Depositary Shares as contemplated hereby have been satisfied; as of the determination date applicable to the Registration Statement (and any amendment thereof) and the offering contemplated hereby, and as of each time, if any, an “offer
by or on behalf of” (within the meaning of Rule 163 under the Act) the Company was made prior to the initial filing of the Registration Statement, the Company is and was a “well-known seasoned issuer” as defined in Rule 405 under
the Act; the Registration Statement meets, and the offering and sale of the Depositary Shares as contemplated hereby complies with, the requirements of Rule 415 under the Act (including, without limitation, Rule 415(a)(5) under the Act); the
Registration Statement did not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; each Pre-Pricing Prospectus complied, at the time it was filed with the Commission, and complies as of the date hereof, in all material respects with the requirements of the Act; at no time during the period that begins
on the earlier of the date of such Pre-Pricing Prospectus and the date such Pre-Pricing Prospectus was filed with the Commission and ends at the Time of Purchase did or
will any Pre-Pricing Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading, and at no time during such period did or will any Pre-Pricing Prospectus, as then amended or supplemented, together with any combination of one
or more of the then issued Permitted Free Writing Prospectuses, if any, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading; each Basic Prospectus complied, as of its date and the date it was filed with the Commission, complies as of the date hereof and, at the Time of Purchase and at all times during which a prospectus is required by the
Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Depositary Shares, will comply, in all material respects, with the requirements of the Act; at no time
during the period that begins on the date of such Basic Prospectus and ends at the Time of Purchase did or will any Basic Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and at no time during such period did or will any Basic Prospectus, as then amended or supplemented, together with any
combination of one or more of the then issued Permitted Free Writing Prospectuses, if any, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the
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statements therein, in the light of the circumstances under which they were made, not misleading; each of the Prospectus Supplement and the Prospectus will comply, as of the date that it is filed
with the Commission, the date of the Prospectus Supplement, the Time of Purchase and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar
rule) in connection with any sale of Depositary Shares, in all material respects, with the requirements of the Act (in the case of the Prospectus, including, without limitation, Section 10(a) of the Act); at no time during the period that
begins on the earlier of the date of the Prospectus Supplement and the date the Prospectus Supplement is filed with the Commission and ends at the later of the Time of Purchase and the end of the period during which a prospectus is required by the
Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Depositary Shares did or will any Prospectus Supplement or the Prospectus, as then amended or supplemented,
include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus
complied in all material respects with the requirements of the Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Act (to the extent required thereby); at no time during the period that begins on the
date of each Permitted Free Writing Prospectus and ends at the Time of Purchase did or will any Permitted Free Writing Prospectus include an untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty in this Section 3(b) with respect to any statement contained
in the Registration Statement, any Pre-Pricing Prospectus, the Prospectus or any Permitted Free Writing Prospectus in reliance upon and in conformity with information concerning an Underwriter and furnished in
writing by or on behalf of such Underwriter through you to the Company expressly for use in the Registration Statement, such Pre-Pricing Prospectus, the Prospectus or such Permitted Free Writing Prospectus;
each Incorporated Document, at the time such document was filed with the Commission or at the time such document became effective, as applicable, complied, in all material respects, with the requirements of the Exchange Act and did not include an
untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(c) prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any Depositary
Shares or any Preferred Stock by means of any “prospectus” (within the meaning of the Act) or used any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Depositary Shares, in each case
other than the Pre-Pricing Prospectuses and the Permitted Free Writing Prospectuses, if any; the Company has not, directly or indirectly, prepared, used or referred to any Permitted Free Writing Prospectus
except in compliance with Rule 163 or with Rules 164 and 433 under the Act; assuming that such Permitted Free Writing Prospectus is so sent or given after the Registration Statement was filed with the Commission (and after such Permitted Free
Writing Prospectus was, if required pursuant to Rule 433(d) under the Act, filed with the Commission), the sending or giving, by any Underwriter, of any Permitted Free Writing
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Prospectus will satisfy the provisions of Rule 164 and Rule 433 (without reliance on subsections (b), (c) and (d) of Rule 164); the conditions set forth in one or more of subclauses
(i) through (iv), inclusive, of Rule 433(b)(1) under the Act are satisfied, and the registration statement relating to the offering of the Depositary Shares contemplated hereby, as initially filed with the Commission, includes a prospectus
that, other than by reason of Rule 433 or Rule 431 under the Act, satisfies the requirements of Section 10 of the Act; neither the Company nor the Underwriters are disqualified, by reason of subsection (f) or (g) of Rule 164 under the Act,
from using, in connection with the offer and sale of the Depositary Shares, “free writing prospectuses” (as defined in Rule 405 under the Act) pursuant to Rules 164 and 433 under the Act; the Company is not an ineligible issuer and is a
well-known seasoned issuer, in each case as defined under the Act, in each case at the times specified in the Act in connection with the offering of the Depositary Shares; the parties hereto agree and understand that the content of any and all
“road shows” (as defined in Rule 433 under the Act) related to the offering of the Depositary Shares contemplated hereby is solely the property of the Company;
(d) the Company has an authorized capitalization as set forth in the Pre-Pricing
Prospectus and the Prospectus and all of the issued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable, have been issued in compliance
with all applicable securities laws and were not issued in violation of any preemptive right, right of first refusal or similar right under the General Corporation Law of the State of Delaware or the Company’s charter or bylaws or any
agreement or other instrument to which the Company is a party;
(e) the Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of Delaware, with full corporate power and authority to own, lease and operate its properties and conduct its business as disclosed in the Registration Statement, the Pre-Pricing Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, to execute and deliver this Agreement and to issue, sell and deliver the Depositary Shares as contemplated herein;
(f) the Company is qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the
ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have a material adverse effect on
(i) the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole, or (ii) the consummation of any of the transactions contemplated hereby (the foregoing clauses
(i) and (ii) being referred to as a “Material Adverse Effect”);
(g) the Company owns directly or
indirectly all of the issued and outstanding capital stock of each of Charles Schwab Bank, SSB, Charles Schwab Investment Management, Inc., Charles Schwab & Co., Inc., and Schwab Holdings, Inc. (collectively, the “Significant
Subsidiaries”), complete and correct copies of the charters and the bylaws of the Company and each Significant Subsidiary and all amendments thereto have been delivered or made available to you, and no material changes therein will be made
on or after the date hereof through and including the Time of Purchase; each Significant
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Subsidiary has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization, with full power and authority to own, lease and operate its
properties and to conduct its business as disclosed in the Registration Statement, the Pre-Pricing Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any; each Significant Subsidiary
is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so
qualified and in good standing would not, individually or in the aggregate, have a Material Adverse Effect; all of the outstanding shares of capital stock of each of the Significant Subsidiaries have been duly authorized and validly issued, are
fully paid and non-assessable, have been issued in compliance with all applicable securities laws, were not issued in violation of any preemptive right, right of first refusal or similar right and are owned by
the Company subject to no security interest or other encumbrance; no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligation into shares of capital stock or ownership
interests in the Significant Subsidiaries are outstanding; and the Company has no “significant subsidiary”, as that term is defined in Rule 1-02(w) of Regulation
S-X under the Act, other than Charles Schwab & Co., Inc., Schwab Holdings, Inc., Charles Schwab Bank, SSB and Charles Schwab Investment Management, Inc.;
(h) this Agreement has been duly authorized, executed and delivered by the Company; the Deposit Agreement has been duly
authorized by the Company and, when validly executed and delivered by the Company and the Depositary, will constitute a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to
(A) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect, and (B) general principles of equity, regardless of
whether considered in a proceeding in equity or at law, and an implied covenant of good faith and fair dealing; and such Deposit Agreement will conform in all material respects to the description thereof in the Registration Statement, Disclosure
Package and the Prospectus;
(i) the Preferred Stock has been duly authorized by the Company and, when issued and delivered
and paid for in accordance with this Agreement and the Deposit Agreement, will be duly and validly issued, fully paid and nonassessable, and will have the rights, powers, preferences, privileges and designations set forth in the Certificate of
Designations; the Depositary Shares, and the deposit of the Preferred Stock in accordance with the provisions of the Deposit Agreement, have been duly authorized by the Company; and, when the Depositary Shares have been issued and delivered and paid
for and the Depositary Receipts have been duly executed and delivered by the Depositary, in accordance with this Agreement and the Deposit Agreement, the Depositary Shares will be duly and validly issued and the holders of the Depositary Shares will
be entitled to the benefits of the Deposit Agreement and the Depositary Receipts; and the Depositary Shares and the Preferred Stock will conform in all material respects to the descriptions thereof contained in the Registration Statement, the
Disclosure Package and the Prospectus;
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(j) none of the Company or any of the Significant Subsidiaries is in breach
or violation of or in default under (nor has any event occurred which, with notice, lapse of time or both, would result in any breach or violation of, constitute a default under or give the holder of any indebtedness (or a person acting on such
holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under) (A) its charter or bylaws, (B) any indenture, mortgage, deed of trust, bank loan or credit agreement or other
evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected, (C) any federal, state, local or foreign law, regulation or
rule, (D) any rule or regulation of any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the rules and regulations of The New York Stock Exchange
(“NYSE”) and the Financial Industry Regulatory Authority, Inc. (“FINRA”)), or (E) any decree, judgment or order applicable to it or any of its properties (other than in the case of (A), except for breaches,
violations or defaults which would not, individually or in the aggregate, have a Material Adverse Effect);
(k) the
execution, delivery and performance of this Agreement and the Deposit Agreement, the issuance and sale of the Depositary Shares and compliance by the Company with all the provisions of this Agreement, the Deposit Agreement and of the Certificate of
Designations and the consummation by the Company of the transactions contemplated hereby and under the Deposit Agreement will not conflict with, result in any breach or violation of or constitute a default under (nor constitute any event which, with
notice, lapse of time or both, would result in any breach or violation of, constitute a default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or
repayment of all or a part of such indebtedness under) (or result in the creation or imposition of a lien, charge or encumbrance on any property or assets of the Company or any Significant Subsidiary pursuant to) (A) the charter or bylaws of
the Company or any of the Significant Subsidiaries, (B) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the
Company or any of the Significant Subsidiaries is a party or by which any of them or any of their respective properties may be bound or affected, (C) any federal, state, local or foreign law, regulation or rule, (D) any rule or regulation
of any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the rules and regulations of the NYSE), or (E) any decree, judgment or order applicable
to the Company or any of the Significant Subsidiaries or any of their respective properties (other than in the case of (A), except for conflicts, breaches, violations or defaults which would not, individually or in the aggregate, have a Material
Adverse Effect);
(l) The Company is duly registered as a savings and loan holding company under the Home Owners’
Loan Act of 1933, as amended (“HOLA”), has elected to be treated and is qualified as a financial holding company under the applicable provisions of the HOLA and the Bank Holding Company Act of 1956, as amended, and is subject to
supervision and regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”), and Charles Schwab Bank, SSB is a savings association for purposes of Section 10 of HOLA, a member of the Federal
Reserve System and duly chartered as a state savings bank with the Texas Department of Savings and Mortgage Lending;
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(m) The Company and each of its subsidiaries are in compliance with all laws
administered by the Federal Reserve, the Federal Deposit Insurance Corporation (“FDIC”), the Consumer Financial Protection Bureau (“CFPB”) and any other federal or state bank regulatory authorities (together
with the Federal Reserve, the FDIC and the CFPB, the “Bank Regulatory Authorities”) with jurisdiction over the Company or any of the Significant Subsidiaries, except for failures to be so in compliance that would not individually
or in the aggregate have a Material Adverse Effect, and the deposit accounts of Charles Schwab Bank, SSB are insured up to applicable limits by the FDIC and no proceeding for the termination or revocation of such insurance is pending or, to the
knowledge of the Company, threatened;
(n) except as disclosed in the Pre-Pricing
Prospectus and the Prospectus, or except for confidential supervisory information, which, under applicable law and regulation, the Company may not address in this representation, there are no material written agreements, memoranda of understanding,
cease and desist orders, orders of prohibition or suspension or consent decrees, in each case that are material to the Company or any of the Significant Subsidiaries, between any Bank Regulatory Authority and the Company or any of the Significant
Subsidiaries;
(o) no approval, authorization, consent or order of or filing with any federal, state, local or foreign
governmental or regulatory commission, board, body, authority or agency, or of or with any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the NYSE),
or approval of the stockholders of the Company, is required in connection with the issuance and sale of the Depositary Shares or the consummation by the Company of the transactions contemplated under this Agreement and the Deposit Agreement, other
than (i) registration of the Depositary Shares under the Act, which has been effected (or, with respect to any registration statement to be filed hereunder pursuant to Rule 462(b) under the Act, will be effected in accordance herewith), (ii)
any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Depositary Shares are being offered by the Underwriters, (iii) under the Conduct Rules of FINRA or (iv) the application to list the
Depositary Shares on the NYSE;
(p) each of the Company and its subsidiaries has all necessary licenses, authorizations,
consents and approvals and has made all necessary filings required under any applicable law, regulation or rule, and has obtained all necessary licenses, authorizations, consents and approvals from other persons, in order to conduct their respective
businesses, except where the failure to have such licenses, authorizations, consents and approvals and make such filings would not, individually or in the aggregate, have a Material Adverse Effect; neither the Company nor any of its subsidiaries is
in violation of, or in default under, or has received notice of any proceedings relating to revocation or modification of, any such license, authorization, consent or approval or any federal, state, local or foreign law, regulation or rule or any
decree, order or judgment applicable to the Company or any of its subsidiaries, except where such violation, default, revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect;
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(q) other than as set forth in the
Pre-Pricing Prospectus, there are no actions, suits, claims, investigations or proceedings pending or, to the Company’s knowledge, threatened, or contemplated by the Company, to which the Company or any
of its subsidiaries or any of their respective directors or officers is or would be a party or of which any of their respective properties is or would be subject at law or in equity, before or by any federal, state, local or foreign governmental or
regulatory commission, board, body, authority or agency, or before or by any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the NYSE), except any
such action, suit, claim, investigation or proceeding which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(r) Deloitte & Touche LLP, whose report on the financial statements of the Company and its subsidiaries is included or
incorporated by reference in the Registration Statement, the Pre-Pricing Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, are independent registered public accountants as
required by the Act and by the rules of the Public Company Accounting Oversight Board;
(s) the financial statements
included or incorporated by reference in the Registration Statement, the Pre-Pricing Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, together with the related notes and
schedules, of the Company present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates indicated and the consolidated results of operations, cash flows and changes in
stockholders’ equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Act and Exchange Act and in conformity with U.S. generally accepted accounting principles applied on a consistent
basis during the periods involved; the other financial and statistical data contained or incorporated by reference in the Registration Statement, the Pre-Pricing Prospectuses, the Prospectus and the Permitted
Free Writing Prospectuses, if any, are accurately and fairly presented in all material respects and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or
pro forma) that are required to be included or incorporated by reference in the Registration Statement, any Pre-Pricing Prospectus or the Prospectus that are not included or incorporated by reference as
required; the Company and the Significant Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not disclosed in the Registration
Statement, each Pre-Pricing Prospectus and the Prospectus; all disclosures contained or incorporated by reference in the Registration Statement, the Pre-Pricing
Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission)
comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable; and the interactive data in eXtensible Business Reporting Language included or incorporated
by reference in the Registration Statement, each Pre-Pricing Prospectus, the Prospectus and the Disclosure Package fairly present the information called for in all material respects and has been prepared in
accordance with the Commission’s rules and guidelines applicable thereto;
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(t) neither the Company nor any of the Significant Subsidiaries has
sustained since the date of the latest audited financial statements included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus any material loss or interference with its business
from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the
Pre-Pricing Prospectus and the Prospectus; and, since the respective dates as of which information is given or incorporated by reference in the Registration Statement and the
Pre-Pricing Prospectus, there has not been any material change in the capital stock or long term debt of the Company or any of the Significant Subsidiaries or any material adverse change, or any
development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole;
(u) the Company is not, and at no time during which a prospectus is required by the Act to be delivered (whether physically or
through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Depositary Shares will it be, and, after giving effect to the offering and sale of the Depositary Shares, it will not be, an “investment
company” or an entity “controlled” by an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended;
(v) each of the Company and the Significant Subsidiaries owns or has licensed all material inventions, patent applications,
patents, trademarks (both registered and unregistered), tradenames, service names, copyrights, trade secrets and other proprietary information disclosed in the Registration Statement, the Pre-Pricing
Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, identified as being owned or licensed by it or which is necessary or material to the conduct of its businesses (collectively, the “Intellectual
Property”). To the knowledge of the Company, neither the Company nor any of the Significant Subsidiaries has infringed or is infringing the intellectual property of a third party. Neither the Company nor any Significant Subsidiary has
received written notice of any claim by a third party of infringement or conflict with any such rights of others to Intellectual Property, except for such claims as would not, individually or in the aggregate, have a Material Adverse Effect;
(w) all taxes and other assessments of a similar nature (whether imposed directly or through withholding), including any
interest, additions to tax or penalties applicable thereto, due or claimed to be due from the Company and each of the Significant Subsidiaries have been timely paid, except (i) those being contested in good faith and for which adequate reserves
have been provided, or (ii) where the failure to pay such taxes or other assessments would not, individually or in the aggregate, have a Material Adverse Effect;
(x) neither the Company nor any Significant Subsidiary has sent or received any communication regarding termination of, or
intent not to renew, any of the material contracts or agreements referred to or described in any Pre-Pricing Prospectus, the Prospectus or any Permitted Free Writing Prospectus, or referred to or described in,
or filed as an exhibit to, the Registration Statement or any Incorporated Document, and no such termination or non-renewal has been threatened by the Company or any Significant Subsidiary or, to the
Company’s knowledge, any other party to any such contract or agreement;
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(y) the Company and each of the Significant Subsidiaries maintain a system
of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific
authorization; (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences; (v) interactive data in eXtensible Business Reporting
Language included or incorporated by reference in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus and the Disclosure Package is prepared in accordance with the Commission’s rules
and guidelines applicable thereto and (vi) except as disclosed in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus and any Permitted Free Writing Prospectus, there are no material
weaknesses in the Company’s internal controls;
(z) the Company has established and maintains and evaluates
“disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act) and “internal control over financial
reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material
information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities, and such disclosure controls and procedures
are effective to perform the functions for which they were established; the Company’s independent auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies, if any, in
the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data; and (ii) all fraud, if any, whether or not material, that involves management or
other employees who have a role in the Company’s internal controls; all material weaknesses, if any, in internal controls have been identified to the Company’s independent auditors; since the date of the most recent evaluation of such
disclosure controls and procedures and internal controls, there have been no significant changes in internal controls or in other factors that have materially affected or are reasonably likely to materially affect internal controls, including any
corrective actions with regard to significant deficiencies and material weaknesses; the principal executive officers (or their equivalents) and principal financial officers (or their equivalents) of the Company have made all certifications required
by the Sarbanes-Oxley Act of 2002 and any related rules and regulations promulgated by the Commission;
(aa) all
statistical or market-related data included or incorporated by reference in the Registration Statement, the Pre-Pricing Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, are
based on or derived from sources that the Company reasonably believes to be reliable and accurate, and the Company has obtained the written consent to the use of such data from such sources to the extent required;
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(bb) neither the Company nor any of the Significant Subsidiaries nor, to the
knowledge of the Company, any director, officer, employee or agent acting on behalf of the Company or any of the Significant Subsidiaries or any affiliate that directly or indirectly is controlled by the Company (such affiliate, a
“downstream affiliate”) has violated or is in violation of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder; the Company, the Significant Subsidiaries, and, to the knowledge of the
Company, its downstream affiliates have instituted and maintain policies and procedures designed to ensure continued compliance therewith; and no part of the proceeds of the offering will be used by the Company, directly or indirectly, in violation
of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder;
(cc) the operations of
the Company and the Significant Subsidiaries are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions
Reporting Act of 1970, as amended, the applicable anti-money laundering statutes of all relevant jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any
governmental agency (collectively, the “Anti-Money Laundering Laws”); and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator or
non-governmental authority involving the Company or any of the Significant Subsidiaries with respect to the Anti-Money Laundering Laws that could reasonably be expected to have a Material Adverse Effect is
pending or, to the Company’s knowledge, threatened;
(dd) neither the Company nor any of the Significant Subsidiaries
nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of the Significant Subsidiaries is currently subject to any sanctions administered or enforced by the United States (including any
administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”)) or any other relevant sanction authority; and the Company will not directly or indirectly use the proceeds of the
offering of the securities contemplated hereby, or lend, contribute or otherwise make available such proceeds to any Significant Subsidiary, joint venture partner or other person or entity for the purpose of financing the activities of any person
currently subject to any U.S. sanctions administered by OFAC or any other relevant sanction authority;
(ee) no Significant
Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Significant Subsidiary’s capital stock, from repaying to the Company any loans or advances to such
Significant Subsidiary from the Company or from transferring any of such Significant Subsidiary’s property or assets to the Company or any other Significant Subsidiary, except as disclosed in the Registration Statement, each Pre-Pricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any;
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(ff) except as disclosed in the Registration Statement, each Pre-Pricing Prospectus and the Prospectus, (i) no person has the right, contractual or otherwise, to cause the Company to issue or sell to it any Depositary Shares or shares of any other capital stock or other
equity interests of the Company; (ii) no person has any preemptive rights, resale rights, rights of first refusal or other rights to purchase from the Company or any of its affiliates any Depositary Shares or shares of any other capital stock
of or other equity interests in the Company; (iii) no person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Depositary Shares; and (iv) no person has the right,
contractual or otherwise, to cause the Company to register under the Act any Depositary Shares or shares of any other capital stock of or other equity interests in the Company, or to include any such shares or interests in the Registration Statement
or the offering contemplated thereby;
(gg) the issuance and sale of the Depositary Shares as contemplated under this
Agreement and under the Deposit Agreement will not cause any holder of any shares of capital stock, securities convertible into or exchangeable or exercisable for capital stock or options, warrants or other rights to purchase capital stock or any
other securities of the Company to have any right to acquire any shares of preferred stock of the Company;
(hh) neither
the Company nor any of the Significant Subsidiaries has taken, directly or indirectly, any action designed, or which has constituted or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security
of the Company to facilitate the sale or resale of the Depositary Shares; and
(ii) the Company and each of its
subsidiaries have commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their confidential information and the integrity, continuous operation, redundancy and security of their material information technology
equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) and data (including personally identifiable or regulated data (“Personal Data”))
used by the Company and each of its subsidiaries; except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, there have been no breaches or unauthorized uses of or access to the IT Systems
or Personal Data; and the Company and each of its subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or
governmental or regulatory authority and their public-facing policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use,
access, misappropriation or modification.
In addition, any certificate signed by any officer of the Company or any of the
Significant Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Depositary Shares shall be deemed to be a representation and warranty by the Company, as to matters covered thereby, to
each Underwriter.
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4. Certain Covenants of the Company. The Company agrees:
(a) to prepare the Prospectus in a mutually agreed form and to file such Prospectus pursuant to Rule 424(b) under the Act not
later than the Commission’s close of business on the second business day following the date of this Agreement; to make no further amendment or any supplement to the Registration Statement, the Basic Prospectus, the Pre-Pricing Prospectus, the Prospectus or any Permitted Free Writing Prospectus, if any, prior to the Time of Purchase unless mutually agreed; to advise you, promptly after it receives notice thereof, of the time
when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish you with copies thereof; to prepare a final term sheet, containing solely a
description of the Depositary Shares, in a form set forth in Schedule C hereto and to file such term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule; to file promptly all other material required to be filed
by the Company with the Commission pursuant to Rule 433(d) under the Act (without reliance on Rule 164(b) under the Act), and to comply with Rule 433(g) under the Act;
(b) to furnish such information as may be required and otherwise to cooperate in qualifying the Depositary Shares for offering
and sale under the securities or blue sky laws of such states or other jurisdictions as you may designate and to maintain such qualifications in effect so long as you may request for the distribution of the Depositary Shares; provided,
however, that the Company shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the
Depositary Shares); and to promptly advise you of the receipt by the Company of any notification with respect to the suspension of the qualification of the Depositary Shares for offer or sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose;
(c) to make available to the Underwriters, as soon as practicable after this Agreement
becomes effective, and thereafter from time to time to furnish to the Underwriters, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the
effective date of the Registration Statement) as the Underwriters may request for the purposes contemplated by the Act; in case any Underwriter is required to deliver (whether physically or through compliance with Rule 172 under the Act or any
similar rule), in connection with the sale of the Depositary Shares, a prospectus after the nine-month period referred to in Section 10(a)(3) of the Act, or after the time a post-effective amendment to the Registration Statement is required
pursuant to Item 512(a) of Regulation S-K under the Act, the Company will prepare, at its expense, promptly upon request such amendment or amendments to the Registration Statement and the Prospectus as may be
necessary to permit compliance with the requirements of Section 10(a)(3) of the Act or Item 512(a) of Regulation S-K under the Act, as the case may be;
(d) if, at the time this Agreement is executed and delivered, it is necessary or appropriate for a post-effective amendment to
the Registration Statement, or a Registration Statement under Rule 462(b) under the Act, to be filed with the Commission and become effective before the Depositary Shares may be sold, the Company will use its reasonable best efforts to cause such
post-effective amendment or such Registration Statement to be filed and become effective, and will pay any applicable fees in accordance with the Act, as soon as possible; and the Company will advise you promptly and, if requested by you, will
confirm such advice in writing, (i) when such post-effective amendment or such Registration Statement has become effective, and (ii) if Rule 430A under the Act is used, when the Prospectus is filed with the Commission pursuant to Rule
424(b) under the Act (which the Company agrees to file in a timely manner in accordance with such Rules);
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(e) if, at any time during the period when a prospectus is required by the
Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with the offering and sale of Depositary Shares, the Registration Statement shall cease to comply with the requirements of
the Act with respect to eligibility for the use of the form on which the Registration Statement was filed with the Commission or the Registration Statement shall cease to be an “automatic shelf registration statement” (as defined in Rule
405 under the Act) or the Company shall have received, from the Commission, a notice, pursuant to Rule 401(g)(2), of objection to the use of the form on which the Registration Statement was filed with the Commission, to (i) promptly notify you,
(ii) promptly file with the Commission a new registration statement under the Act, relating to the Depositary Shares, or a post-effective amendment to the Registration Statement, which new registration statement or post-effective amendment
shall comply with the requirements of the Act and shall be in a form satisfactory to you, (iii) use its reasonable best efforts to cause such new registration statement or post-effective amendment to become effective under the Act as soon as
practicable, (iv) promptly notify you of such effectiveness and (v) take all other action necessary or appropriate to permit the public offering and sale of the Depositary Shares to continue as contemplated in the Prospectus; all
references herein to the Registration Statement shall be deemed to include each such new registration statement or post-effective amendment, if any;
(f) if the third anniversary of the initial effective date of the Registration Statement (within the meaning of Rule 415(a)(5)
under the Act) shall occur at any time during the period when a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any offering and sale of
Depositary Shares, to file with the Commission, prior to such third anniversary, a new registration statement under the Act relating to the Depositary Shares, which new registration statement shall comply with the requirements of the Act (including,
without limitation, Rule 415(a)(6) under the Act) and shall be in a form satisfactory to you; such new registration statement shall constitute an “automatic shelf registration statement” (as defined in Rule 405 under the Act);
provided, however, that if the Company is not then eligible to file an “automatic shelf registration statement” (as defined in Rule 405 under the Act), then such new registration statement need not constitute an
“automatic shelf registration statement” (as defined in Rule 405 under the Act), but the Company shall use its reasonable best efforts to cause such new registration statement to become effective under the Act as soon as practicable, but
in any event within 180 days after such third anniversary and promptly notify you of such effectiveness; the Company shall take all other action necessary or appropriate to permit the public offering and sale of the Depositary Shares to continue as
contemplated in the Prospectus; all references herein to the Registration Statement shall be deemed to include each such new registration statement, if any;
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(g) at any time during the period when a prospectus is required by the Act
to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with the offering and sale of Depositary Shares, to advise you promptly, confirming such advice in writing, of any request by
the Commission for amendments or supplements to the Registration Statement, any Pre-Pricing Prospectus, the Prospectus or any Permitted Free Writing Prospectus or for additional information with respect
thereto, or of notice of institution of proceedings for, or the entry of a stop order, suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration
Statement, to use the Company’s reasonable best efforts to obtain the lifting or removal of such order as soon as possible; to advise you promptly of any proposal to amend or supplement the Registration Statement, any Pre-Pricing Prospectus or the Prospectus, and to provide you and Underwriters’ counsel copies of any such documents for review and comment a reasonable amount of time under the circumstances prior to any
proposed filing and to file no such amendment or supplement to which you shall object in writing;
(h) subject to
Section 4(g) hereof, to file promptly all reports and documents and any preliminary or definitive proxy or information statement required to be filed by the Company with the Commission in order to comply with the Exchange Act for so long as a
prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of the Depositary Shares; and to provide you, for your review and comment, with
a copy of such reports and statements and other documents to be filed by the Company pursuant to Section 13, 14 or 15(d) of the Exchange Act during such period a reasonable amount of time prior to any proposed filing; and to promptly notify you
of such filing;
(i) to pay the fees applicable to the Registration Statement in connection with the offering of the
Depositary Shares within the time required by Rule 456(b)(1)(i) under the Act (without reliance on the proviso to Rule 456(b)(1)(i) under the Act) and in compliance with Rule 456(b) and Rule 457(r) under the Act;
(j) to advise the Underwriters promptly of the happening of any event within the period during which a prospectus is required
by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with the offering and sale of the Depositary Shares, which event could require the making of any change in the
Prospectus then being used so that the Prospectus would not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are
made, not misleading, and to advise the Underwriters promptly if, during such period, it shall become necessary to amend or supplement the Prospectus to cause the Prospectus to comply with the requirements of the Act, and, in each case, during such
time, subject to Section 4(g) hereof, to prepare and furnish, at the Company’s expense, to the Underwriters promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change or to effect such
compliance;
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(k) the Company agrees that if at any time following issuance of a Permitted
Free Writing Prospectus any event occurred or occurs as a result of which such Permitted Free Writing Prospectus would conflict with the information in the Registration Statement, the Pre-Pricing Prospectus or
the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give
prompt notice thereof to you and, if requested by you, will prepare and furnish without charge to each Underwriter a Covered Free Writing Prospectus or other document that will correct such conflict, statement or omission;
(l) to make generally available to its security holders, and to deliver to you, an earnings statement of the Company (which
will satisfy the provisions of Section 11(a) of the Act) covering a period of twelve months beginning after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act) as soon as is reasonably practicable after
the termination of such twelve-month period;
(m) on your request, to furnish to you such reasonable number of copies of
the Registration Statement, as initially filed with the Commission, and of all amendments thereto (including all exhibits thereto and documents incorporated by reference therein) and sufficient copies of the foregoing (other than exhibits) for
distribution of a copy to each of the other Underwriters;
(n) to apply the net proceeds from the sale of the Depositary
Shares in the manner set forth under the caption “Use of Proceeds” in the Prospectus Supplement;
(o) to pay
all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Basic Prospectus, each Pre-Pricing Prospectus, the Prospectus Supplement, the
Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment), (ii) the
registration, issue, sale and delivery of the Depositary Shares to the Underwriters, including any transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Depositary Shares to the Underwriters, (iii) the
producing, word processing and/or printing of this Agreement, any dealer agreements, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to
the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Depositary Shares for offering and sale under state laws and the determination of their eligibility for investment
under state law (including the reasonable legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to
dealers, (v) any filing for review of the public offering of the Depositary Shares by FINRA, including the reasonable legal fees and filing fees and other disbursements of counsel to the Underwriters relating to thereto, (vi) the fees and
disbursements of any trustee or paying agent for the Depositary Shares (including related fees and expenses of any counsel to such parties), (vii) the costs and expenses of the Company relating to presentations or meetings undertaken in connection
with the marketing of the offering and sale of the Depositary Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and
expenses of any consultants engaged
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in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Company and any such consultants, and the cost of any aircraft chartered in
connection with the road show, (viii) the fees and expenses of the Company’s counsel and independent accountants, (ix) any fees charged by rating agencies for rating the Depositary Shares, and (x) the performance of the
Company’s other obligations hereunder; provided, however, that except as otherwise set forth in this Section 4(o) and Sections 5 and 9 of this Agreement, the Underwriters shall pay their own costs and expenses, including the costs and
expenses of counsel for the Underwriters;
(p) not, at any time at or after the execution of this Agreement, directly or
indirectly, to offer or sell any Depositary Shares or any Preferred Stock by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or
sale of the Depositary Shares or the Preferred Stock, in each case other than the Prospectus;
(q) through and including
the Closing Date, not to, and to cause each of its direct and indirect subsidiaries not to, take, directly or indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the
stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Depositary Shares;
(r) beginning on the date hereof and ending on, and including, the date 30 days after the date of the Prospectus Supplement,
without your prior written consent, not to issue, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or with respect to, any
Depositary Shares (except for the Depositary Shares offered hereby), any Preferred Stock, any securities that are substantially similar to the Depositary Shares or the Preferred Stock (except as otherwise described in the Prospectus Supplement with
respect to use of proceeds of the sale of the Preferred Stock and Depositary Shares), or any securities that are convertible into or exchangeable for or that represent the right to receive any such substantially similar securities of the Company;
(s) to maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar for
the Depositary Shares; and
(t) to use commercially reasonable efforts to list the Depositary Shares on the NYSE within the
30-day period after the initial delivery of the Depositary Shares and to maintain such listing.
5. Reimbursement of Underwriters’ Expenses. If the Depositary Shares are not delivered for any reason other than the termination
of this Agreement pursuant to the fifth paragraph of Section 8 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Company shall, in addition to paying the amounts described in
Section 4(o) hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of their counsel.
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6. Conditions of Underwriters’ Obligations. The several obligations of the
Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company on the date hereof, the Applicable Time and the Closing Date and the performance by the Company of its obligations hereunder and to the following
additional conditions precedent:
(a) The Company shall furnish to you at the Time of Purchase an opinion and negative
assurance letter of Wachtell, Lipton, Rosen & Katz, special counsel for the Company, addressed to the Underwriters, and dated the Closing Date, with executed copies for each of the other Underwriters in the form set forth in Exhibit
A hereto.
(b) The Company shall furnish to you at the Time of Purchase an opinion of the Office of Corporate Counsel
of the Company, addressed to the Underwriters, and dated the Closing Date, with executed copies for each of the other Underwriters in the form set forth in Exhibit B hereto.
(c) You shall have received from Deloitte & Touche LLP letters dated, respectively, the date of this Agreement and the
Closing Date, and addressed to the Underwriters (with executed copies for each of the Underwriters) in the forms satisfactory to you, which letters shall cover, without limitation, the various financial disclosures contained in the Registration
Statement, the Pre-Pricing Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, with respect to the Company.
(d) You shall have received at the Time of Purchase the written opinion and negative assurance statement of Simpson
Thacher & Bartlett LLP, counsel for the Underwriters, dated the Time of Purchase, in form and substance reasonably satisfactory to the Representatives.
(e) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which you
shall have objected in writing.
(f) The Registration Statement and any registration statement required to be filed, prior
to the sale of the Depositary Shares, under the Act pursuant to Rule 462(b) shall have been filed and shall have become effective under the Act. The Prospectus Supplement shall have been filed with the Commission pursuant to Rule 424(b) under the
Act at or before 5:30 p.m., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act). The final term sheet contemplated by Section 4(a) hereof, and any other
material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433;
(g) Prior to and at the Time of Purchase, (i) no stop order with respect to the effectiveness of the Registration
Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) none of the Pre-Pricing Prospectuses or the Prospectus, and no amendment or supplement
thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light
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of the circumstances under which they are made, not misleading; (iv) the Disclosure Package and any amendment or supplement thereto, shall not include an untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (v) none of the Permitted Free Writing Prospectuses, if any, shall include an
untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.
(h) The Company will at the Time of Purchase deliver to you a certificate of the Chief Financial Officer of the Company, dated
the Closing Date, in the form attached as Exhibit C hereto.
(i) The Company shall have furnished to you such other
documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Pre-Pricing Prospectus, the Prospectus or any Permitted Free Writing Prospectus as of the Time
of Purchase, as you may reasonably request.
(j) FINRA shall not have raised any objection with respect to the fairness or
reasonableness of the underwriting, or other arrangements of the transactions, contemplated hereby.
(k) The Company will
deliver to you a certificate of the Chief Financial Officer of the Company, dated, respectively, the date of this Agreement and the Time of Purchase, in form and substance reasonably satisfactory to the Representatives, with respect to certain data
contained in the Disclosure Package and the Prospectus providing “management comfort” with respect to such information.
7.
Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement.
The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, if
(1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectuses, the Prospectus and the
Permitted Free Writing Prospectuses, if any (in the case of the Pre-Pricing Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, exclusive of any amendment or supplement thereto),
there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries taken as a whole, the effect of which change or
development is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Depositary Shares on the terms and in the manner contemplated in
the Registration Statement, the Pre-Pricing Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any (in the case of the Pre-Pricing
Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, exclusive of any amendment or supplement thereto), or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or
material limitation in trading in securities generally on the NYSE,
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NYSE American LLC or the NASDAQ Stock Market; (B) a suspension or material limitation in trading in the Company’s common stock on the NYSE; (C) a general moratorium on commercial
banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts
of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere,
if the effect of any such event specified in clause (D) or (E), in your sole judgment, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Depositary Shares on the terms and in the manner contemplated
in the Registration Statement, the Pre-Pricing Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any (in the case of the Pre-Pricing
Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, exclusive of any amendment or supplement thereto), or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice
or announcement shall have been given or made of: (i) any intended or potential downgrading or (ii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or
guaranteed by the Company or any Significant Subsidiary by any “nationally recognized statistical rating organization”, as that term is used in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act.
If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be
notified promptly in writing.
If the sale to the Underwriters of the Depositary Shares, as contemplated by this Agreement, is not carried
out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or
liability under this Agreement (except to the extent provided in Sections 4(o), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9
hereof) or to one another hereunder.
8. Increase in Underwriters’ Commitments. Subject to Sections 6 and 7 hereof, if any
Underwriter shall default in its obligation to take up and pay for the Depositary Shares to be purchased by it hereunder (otherwise than for a failure of a condition set forth in Section 6 hereof or a reason sufficient to justify the
termination of this Agreement under the provisions of Section 7 hereof) and if the aggregate liquidation preference of Depositary Shares which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed
10% of the total aggregate liquidation preference of Depositary Shares, the non-defaulting Underwriters (including the Underwriters, if any, substituted in the manner set forth below) shall take up and pay for
(in addition to the liquidation preference of Depositary Shares they are obligated to purchase pursuant to Section 1 hereof) the liquidation preference of Depositary Shares agreed to be purchased by all such defaulting Underwriters, as
hereinafter provided. Such Depositary Shares shall be taken up and paid for by such non-defaulting Underwriters in such amount or amounts as you may designate with the consent of each Underwriter so designated
or, in the event no such designation is made, such Depositary Shares shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the liquidation preference of Depositary Shares
set forth opposite the names of such non-defaulting Underwriters in Schedule A.
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Without relieving any defaulting Underwriter from its obligations hereunder, the Company
agrees with the non-defaulting Underwriters that it will not sell any Depositary Shares hereunder unless all of the Depositary Shares are purchased by the Underwriters (or by substituted Underwriters selected
by you with the approval of the Company or selected by the Company with your approval).
If a new Underwriter or Underwriters are
substituted by the Underwriters or by the Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you shall have the right to postpone the Time of Purchase for a period not exceeding five
business days in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected.
The term “Underwriter” as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8
with like effect as if such substituted Underwriter had originally been named in Schedule A hereto.
If the aggregate liquidation
preference of Depositary Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total aggregate liquidation preference of Depositary Shares which all Underwriters agreed to purchase hereunder, and if neither
the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the Depositary Shares which the defaulting Underwriter or
Underwriters agreed to purchase hereunder, this Agreement shall terminate without further act or deed and without any liability on the part of the Company to any Underwriter and without any liability on the part of any
non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under
this Agreement.
9. Indemnity and Contribution.
(a) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any
person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” that sells Depositary Shares on behalf of such Underwriters, and the successors and assigns
of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the
Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement
(or in the Registration Statement as amended by any post-effective amendment thereof by the Company) or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with
information concerning such Underwriter, as set forth in Section 10 hereof, furnished in writing by or on behalf of such Underwriter through you to the Company expressly for use in, the Registration Statement or arises out of or is based upon
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any omission or alleged omission to state a material fact in the Registration Statement in connection with such information, which material fact was not contained in such information and which
material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Prospectus (the term
Prospectus for the purpose of this Section 9 being deemed to include any Basic Prospectus, any Pre-Pricing Prospectus, the Prospectus Supplement, the Prospectus and any amendments or supplements to the
foregoing), in any Covered Free Writing Prospectus, in any “issuer information” (as defined in Rule 433 under the Act) of the Company, which “issuer information” is required to be, or is, filed with the Commission, or in any
Prospectus together with any combination of one or more of the Covered Free Writing Prospectuses, if any, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading, except, with respect to such Prospectus or Permitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim arises out of or is based upon
any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter, as set forth in Section 10 hereof, furnished in writing by or on behalf of such Underwriter
through you to the Company expressly for use in, such Prospectus or Permitted Free Writing Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in such Prospectus or Permitted Free Writing Prospectus
in connection with such information, which material fact was not contained in such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made,
not misleading.
(b) Each Underwriter severally agrees to indemnify, defend and hold harmless the Company, its directors
and officers and any person who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense,
liability or claim (including the reasonable cost of investigation) which, jointly or severally, the Company or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability
or claim arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter, as set forth in Section 10 hereof, furnished in
writing by or on behalf of such Underwriter through you to the Company expressly for use in, the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Company), or arises out of or is
based upon any omission or alleged omission to state a material fact in such Registration Statement in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in
such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter, as
set forth in Section 10 hereof, furnished in writing by or on behalf of such Underwriter through you to the Company expressly for use in, a Prospectus or a Permitted Free Writing Prospectus, or arises out of or is based upon any omission or
alleged omission to state a material fact in such Prospectus or such Permitted Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which material fact was necessary in order to
make the statements in such information, in the light of the circumstances under which they were made, not misleading.
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(c) If any action, suit or proceeding (each, a
“Proceeding”) is brought against a person (an “indemnified party”) in respect of which indemnity may be sought against the Company or an Underwriter (as applicable, the “indemnifying party”)
pursuant to subsection (a) or (b), respectively, of this Section 9, such indemnified party shall promptly notify such indemnifying party in writing of the institution of such Proceeding and such indemnifying party shall assume the defense
of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify such indemnifying party shall not relieve
such indemnifying party from any liability which such indemnifying party may have to any indemnified party or otherwise. The indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and
expenses of such counsel shall be at the expense of such indemnified party or parties unless the employment of such counsel shall have been authorized in writing by the indemnifying party in connection with the defense of such Proceeding or the
indemnifying party shall not have, within a reasonable period of time in light of the circumstances, employed counsel to defend such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available
to it or them which are different from, additional to or in conflict with those available to such indemnifying party (in which case such indemnifying party shall not have the right to direct the defense of such Proceeding on behalf of the
indemnified party or parties), in any of which events such fees and expenses shall be borne by such indemnifying party and paid as incurred (it being understood, however, that such indemnifying party shall not be liable for the expenses of more than
one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The indemnifying party shall not be
liable for any settlement of any Proceeding effected without its written consent but, if settled with its written consent, such indemnifying party agrees to indemnify and hold harmless the indemnified party or parties from and against any loss or
liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the
second sentence of this Section 9(c), then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days
after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such
indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending
or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault or culpability or a failure to act by or on behalf of such indemnified party.
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(d) If the indemnification provided for in this Section 9 is
unavailable to an indemnified party under subsections (a) and (b) of this Section 9 or insufficient to hold an indemnified party harmless in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each
applicable indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, damages, expenses, liabilities or claims (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Depositary Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other in connection with the statements or
omissions which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be
deemed to be in the same respective proportions as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company, and the total underwriting discounts and commissions
received by the Underwriters, bear to the aggregate public offering price of the Depositary Shares. The relative fault of the Company on the one hand and of the Underwriters on the other shall be determined by reference to, among other things,
whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims referred to in this subsection shall be deemed to include any
legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any Proceeding.
(e) The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this
Section 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in subsection
(d) above. Notwithstanding the provisions of this Section 9, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Depositary Shares underwritten by such Underwriter and
distributed to the public were offered to the public exceeds the amount of any damage which such Underwriter has otherwise been required to pay by reason of such untrue statement or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute
pursuant to this Section 9 are several in proportion to their respective underwriting commitments and not joint.
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(f) The indemnity and contribution agreements contained in this
Section 9 and the covenants, warranties and representations of the Company contained in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of any Underwriter, its partners, directors or
officers or any person (including each partner, officer or director of such person) who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, or by or on behalf of the Company, its
directors or officers or any person who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and shall survive any termination of this Agreement or the issuance and delivery of the Depositary
Shares. The Company and each Underwriter agree promptly to notify each other of the commencement of any Proceeding against it and, in the case of the Company, against any of the Company’s officers or directors in connection with the issuance
and sale of the Depositary Shares, or in connection with the Registration Statement, any Basic Prospectus, any Pre-Pricing Prospectus, the Prospectus or any Permitted Free Writing Prospectus.
10. Information Furnished by the Underwriters. The statements set forth in (i) the first three sentences of the third paragraph,
and in the eleventh paragraph under the caption “Underwriting” in the Pre-Pricing Prospectus and (ii) the first three sentences of the third paragraph, and in the eleventh paragraph under the
caption “Underwriting” in the Prospectus Supplement, only insofar as such statements relate to the amount of selling concession and reallowance or stabilization activities that may be undertaken by the Underwriters, constitute the only
information furnished by or on behalf of the Underwriters, as such information is referred to in Sections 3 and 9 hereof.
11.
Notices. Except as otherwise herein provided, all statements, requests, notices and agreements shall be in writing or by facsimile or email, as applicable, and, if to the Underwriters, shall be sufficient in all respects if delivered or sent
to Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, facsimile number (646) 291-1469, Attention: General Counsel, Goldman Sachs & Co. LLC, 200 West Street, New York, New
York 10282-2198, facsimile number: (212) 902-9316, Attention: Registration Department, email: registration-syndops@ny.email.gs.com, J.P. Morgan Securities LLC, 270 Park Avenue, New York, New York 10017,
facsimile number (212) 834-6081, Attention: Investment Grade Syndicate Desk, Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, facsimile number: (212)
507-8999, Attention: Investment Banking Division, TD Securities (USA) LLC, 1 Vanderbilt Avenue, 11th Floor, New York, New York 10017, Attention: Transaction Advisory Group, email:
USTransactionAdvisory@tdsecurities.com and Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Attention: Transaction Management, email: tmgcapitalmarkets@wellsfargo.com, with a copy, not constituting
notice, to Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, facsimile number (212) 455-2502, Attention: Roxane F. Reardon, and, if to the Company, shall be sufficient in
all respects if delivered or sent to the Company at the offices of the Company at 211 Main Street, San Francisco, California 94105, Attention: Peter Morgan, facsimile number (415) 667-9814, with a copy, not
constituting notice, to Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019 Attention: Matthew M. Guest; Kathryn Gettles-Atwa, facsimile number: (212) 403-2000.
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12. Governing Law; Construction. This Agreement and any claim, counterclaim or
dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by, and construed in accordance with, the laws of the State of New York. The
section headings in this Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement.
13.
Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District
Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company consents to the jurisdiction of such courts and personal service with respect thereto. The Company hereby
consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against any Underwriter or any indemnified party. Each Underwriter and the
Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any
way arising out of or relating to this Agreement. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other
courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment.
14. Parties at Interest. The
Agreement herein set forth has been and is made solely for the benefit of the Underwriters and the Company and, to the extent provided in Section 9 hereof, the controlling persons, partners, directors and officers and affiliates referred to in
such Section, and their respective successors, assigns, heirs, personal representatives and executors and administrators. No other person, partnership, association or corporation (including a purchaser, as such purchaser, from any of the
Underwriters) shall acquire or have any right under or by virtue of this Agreement.
15. No Fiduciary Relationship. The Company
hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Depositary Shares. The Company further acknowledges that the Underwriters are acting pursuant to a contractual relationship
created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, stockholders or creditors or any other
person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase and sale of the Depositary Shares, either before or after the date hereof. The Underwriters hereby expressly disclaim any
fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that
effect. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Company regarding such
transactions, including, but not limited to, any opinions or views with respect to the price or market for any of the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to
the fullest extent permitted by law, any claims that it may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement
or any matters leading up to such transactions.
- 29 -
16. Patriot Act. In accordance with the requirements of the USA Patriot Act (Title
III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which
information may include the name and address of the Underwriters’ respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.
17. Counterparts. This Agreement may be signed by the parties in one or more counterparts which together shall constitute one and the
same agreement among the parties. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and
Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
18. Successors and Assigns. This Agreement shall be binding upon the Underwriters and the Company and their successors and assigns and
any successor or assign of any substantial portion of the Company’s and any of the Underwriters’ respective businesses and/or assets.
19. Recognition of the U.S. Special Resolution Regimes.
(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution
Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this
Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a
proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S.
Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
For purposes
of this Section 19, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the
following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12
C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be
interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and
(ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
[The
Remainder of This Page Intentionally Left Blank; Signature Pages Follow]
- 30 -
If the foregoing correctly sets forth the understanding between the Company and the several Underwriters,
please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement among the Company and the Underwriters, severally.
Very truly yours,
THE CHARLES SCHWAB CORPORATION
By:
/s/ Michael Verdeschi
Name:
Michael Verdeschi
Title:
Managing Director and Chief Financial Officer
[Signature Page to
Underwriting Agreement]
Accepted and agreed to as of the date first above written, on behalf of itself and the other several
Underwriters named in Schedule A.
CITIGROUP GLOBAL MARKETS INC.
By:
/s/ Adam D. Bordner
Name:
Adam D. Bordner
Title:
Managing Director
[Signature Page to
Underwriting Agreement]
GOLDMAN SACHS & CO. LLC
By:
/s/ Rishi Mathur
Name:
Rishi Mathur
Title:
Managing Director
[Signature Page to
Underwriting Agreement]
J.P. MORGAN SECURITIES LLC
By:
/s/ Stephen L. Sheiner
Name:
Stephen L. Sheiner
Title:
Executive Director
[Signature Page to
Underwriting Agreement]
MORGAN STANLEY & CO. LLC
By:
/s/ Hector Vazquez
Name:
Hector Vazquez
Title:
Managing Director
[Signature Page to
Underwriting Agreement]
TD SECURITIES (USA) LLC
By:
/s/ Luiz Lanfredi
Name:
Luiz Lanfredi
Title:
Managing Director
[Signature Page to
Underwriting Agreement]
WELLS FARGO SECURITIES, LLC
By:
/s/ Carolyn Hurley
Name:
Carolyn Hurley
Title:
Managing Director
[Signature Page to
Underwriting Agreement]
SCHEDULE A
Underwriter
Number of
Depositary
Shares
Citigroup Global Markets Inc.
232,500
Goldman Sachs & Co. LLC
232,500
J.P. Morgan Securities LLC
232,500
Morgan Stanley & Co. LLC
232,500
TD Securities (USA) LLC
232,500
Wells Fargo Securities, LLC
232,500
BofA Securities, Inc.
48,750
Academy Securities, Inc.
11,250
Barclays Capital Inc.
11,250
PNC Capital Markets LLC
11,250
Truist Securities, Inc.
11,250
U.S. Bancorp Investments, Inc.
11,250
Total
1,500,000
Schedule A-1
SCHEDULE B
Permitted Free Writing Prospectuses
Final Term Sheet prepared and filed pursuant to Section 4(a) and in the form of Schedule C.
Schedule B-1
SCHEDULE C
[See attached]
Schedule C-1
Filed Pursuant to Rule 433
Dated April 20, 2026
Registration Statement: No. 333-275858
THE CHARLES SCHWAB CORPORATION
1,500,000 DEPOSITARY SHARES,
EACH REPRESENTING A 1/100th INTEREST IN A SHARE OF 6.100% FIXED-RATE RESET NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES L
(liquidation preference $100,000 per share
(equivalent to $1,000 per depositary share))
SUMMARY OF TERMS
Issuer:
The Charles Schwab Corporation
Security Offered:
Depositary Shares, Each Representing a 1/100th Interest in a Share of 6.100% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock,
Series L (the “Series L Preferred Stock”)
Expected Ratings:
[Intentionally Omitted]
Size:
$1,500,000,000 (1,500,000 depositary shares)
Over-allotment Option:
None
Liquidation Preference:
$100,000 per share of Series L Preferred Stock (equivalent to $1,000 per depositary share)
First Reset Date:
June 1, 2031
Schedule C-2
Reset Date:
The First Reset Date and each date falling on the fifth anniversary of the preceding Reset Date
Reset Period:
The period from, and including, the First Reset Date to, but excluding, the next following Reset Date and thereafter each period from, and including, each Reset Date to, but excluding, the next following Reset Date
Dividend Rate (Non-Cumulative):
From April 22, 2026 to, but excluding, June 1, 2031, 6.100%, and from, and including, June 1, 2031, during each reset period (as defined in the preliminary prospectus supplement dated April 20, 2026 (the
“preliminary prospectus supplement”)), the five-year treasury rate as of the most recent reset dividend determination date (as defined in the preliminary prospectus supplement) plus 2.250%
Dividend Payment Dates:
Quarterly in arrears on the 1st day of March, June, September and December of each year, commencing on September 1, 2026
Day Count:
30/360
Term:
Perpetual
Optional Redemption:
In whole or in part, from time to time, on any dividend payment date on or after June 1, 2031, or in whole but not in part, at any time within 90 days following a regulatory capital treatment event (as defined in the
preliminary prospectus supplement), in each case at a redemption price equal to $100,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends
Trade Date:
April 20, 2026
Settlement Date:
April 22, 2026 (T+2)
Public Offering Price:
$1,000 per depositary share
Schedule C-3
Underwriting Discount:
$10.00 per depositary share
Estimated Net Proceeds to Issuer, After Deducting the Underwriting Discount:
$1,485,000,000
CUSIP/ISIN:
808513 CM5 / US808513CM57
Joint Book-Running Managers:
Citigroup Global Markets Inc.
Goldman
Sachs & Co. LLC
J.P. Morgan Securities LLC
Morgan
Stanley & Co. LLC
TD Securities (USA) LLC
Wells
Fargo Securities, LLC
Senior Co-Manager:
BofA Securities, Inc.
Co-Managers:
Academy Securities, Inc.
Barclays Capital
Inc.
PNC Capital Markets LLC
Truist Securities, Inc.
U.S. Bancorp Investments, Inc.
*
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to
revision, suspension or withdrawal at any time.
The Issuer has filed a registration statement (including a preliminary prospectus supplement and accompanying prospectus) with the U.S. Securities and
Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement and accompanying prospectus and other documents the Issuer has filed with the
SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer
participating in the offering will arrange to send you the preliminary prospectus supplement and accompanying prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at (800) 831-9146,
Goldman Sachs & Co. LLC toll-free at (866) 471-2526, J.P. Morgan Securities LLC collect at (212) 834-4533, Morgan Stanley & Co. LLC toll-free at (866) 718-1649, TD Securities (USA) LLC toll-free at (855) 495-9846 or Wells Fargo Securities, LLC toll-free at (800) 645-3751.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was
automatically generated as a result of this communication being sent by Bloomberg or another email system.
Schedule C-4
Appendix A
[Intentionally Omitted]
EXHIBIT A
FORM OF
OPINION AND NEGATIVE
ASSURANCE LETTER OF
WACHTELL, LIPTON, ROSEN & KATZ
[Intentionally Omitted]
EXHIBIT B
FORM OF OPINION OF
OFFICE OF
CORPORATE COUNSEL OF THE COMPANY
[Intentionally Omitted]
EXHIBIT C
THE CHARLES SCHWAB CORPORATION
OFFICER’S CERTIFICATE
April 22, 2026
I, Michael
D. Verdeschi, Managing Director and Chief Financial Officer of The Charles Schwab Corporation, a Delaware corporation (the “Company”), on behalf of the Company, do hereby certify pursuant to Section 6(h) of that certain
Underwriting Agreement dated April 20, 2026 (the “Underwriting Agreement”) among the Company and, on behalf of the several Underwriters named therein, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P.
Morgan Securities LLC, Morgan Stanley & Co. LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, that as of the date hereof:
1. The representations and warranties of the Company as set forth in the Underwriting Agreement are true and correct as of the date hereof and
as if made on the date hereof.
2. The Company has performed all of its obligations under the Underwriting Agreement as are to be
performed at or before the date hereof.
3. Subsequent to the date of the most recent financial statements contained, or incorporated by
reference, in the Registration Statement, the Disclosure Package and the Prospectus (exclusive of any supplement thereto), there has not occurred any material adverse change to the condition (financial or other), business, properties or results of
operations of the Company and its subsidiaries, taken as a whole.
Capitalized terms used herein without definition shall have the
respective meanings ascribed to them in the Underwriting Agreement.
IN WITNESS WHEREOF, I
have hereunto signed this certificate as of the date first written above.
Name:
Michael D. Verdeschi
Title:
Managing Director and Chief Financial Officer of the Charles Schwab Corporation
Exhibit C-1
EX-3.1
EX-3.1
Filename: d157689dex31.htm · Sequence: 3
EX-3.1
Exhibit 3.1
CERTIFICATE OF DESIGNATIONS
OF
6.100% FIXED-RATE
RESET NON-CUMULATIVE PERPETUAL
PREFERRED STOCK, SERIES L
OF
THE CHARLES SCHWAB
CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
THE CHARLES SCHWAB CORPORATION, a Delaware corporation (the “Corporation”), HEREBY CERTIFIES that the following resolution was
duly adopted by a duly authorized committee (the “Shelf Securities Pricing Committee”) of the board of directors of the Corporation (the “Board of Directors”) in accordance with Section 151(g) of the General Corporation
Law of the State of Delaware pursuant to the authority conferred upon the Board of Directors by the provisions of the Fifth Restated Certificate of Incorporation of the Corporation, as amended (as such may be further amended, modified or restated
from time to time, the “Certificate of Incorporation”), and pursuant to the authority conferred upon the Shelf Securities Pricing Committee by the duly adopted resolutions of the Board of Directors and the bylaws of the Corporation (as
such may be amended, modified or restated from time to time, the “Bylaws”):
RESOLVED, that pursuant to Article Fourth of the
Certificate of Incorporation (which authorizes 9,940,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”)), the Shelf Securities Pricing Committee hereby fixes the voting rights, powers, preferences and
privileges, and the relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of the series of Preferred Stock provided for below.
RESOLVED, that each share of such series of Preferred Stock shall rank equally in all respects and shall be subject to the following
provisions:
1.
Designation and Number.
The series of Preferred Stock shall be designated as the “6.100% Fixed-Rate Reset Non-Cumulative
Perpetual Preferred Stock, Series L” (the “Series L Preferred Stock”) and the number of shares so designated shall be 15,000. Such number may from time to time be increased (but not in excess of the total number of authorized
shares of Preferred Stock) or decreased (but not below the number of shares of Series L Preferred Stock then outstanding) by the Board of Directors. Shares of Series L Preferred Stock that are redeemed, purchased or otherwise acquired by the
Corporation shall be cancelled and shall revert to authorized but unissued shares of Preferred Stock undesignated as to series. The Corporation may in the future from time to time, without notice to or consent of the holders of the Series L
Preferred Stock, issue additional shares of the Series L Preferred Stock; provided, that any such additional shares are not treated as “disqualified preferred stock” within the meaning of Section 1059(f)(2) of the Internal
Revenue Code of 1986, as amended, and such additional shares are otherwise treated as fungible with the original Series L Preferred Stock for U.S. federal income tax purposes. In the event that the Corporation issues additional Series L Preferred
Stock after the original issue date, dividends on such additional shares may accrue from the original issue date or any other date the Corporation specifies at the time such additional shares are issued. Each share of Series L Preferred Stock shall
have a liquidation preference of $100,000 per share (the “Liquidation Preference”).
2.
Definitions.
As used herein with respect to the Series L Preferred Stock, the following terms shall have the following meaning:
“Authorized Committee” shall have the meaning set forth in Section 3(a).
“Board of Directors” shall have the meaning set forth in the preamble.
“Business Day” means any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions in
San Francisco, California or New York, New York are authorized or obligated by law or executive order to close.
“Bylaws” shall have the meaning set forth in the preamble.
“Calculation Agent” shall mean the calculation agent for the Series L Preferred Stock appointed by the Corporation prior to
the First Reset Date, and its successors and assigns or any other calculation agent appointed by the Corporation. The Corporation may at its sole discretion appoint itself or an affiliate as calculation agent.
“Certificate of Incorporation” shall have the meaning set forth in the preamble.
“Corporation” shall have the meaning set forth in the preamble.
“Dividend Payment Date” means the 1st day of March, June, September
and December of each year, commencing on September 1, 2026.
“Dividend Period” means the period from, and
including, a Dividend Payment Date to, but excluding, the next Dividend Payment Date, except that the initial Dividend Period shall commence on, and include, the original issue date of the Series L Preferred Stock.
“DTC” means The Depository Trust Company.
“Federal Reserve” means the Board of Governors of the Federal Reserve System.
“First Reset Date” means June 1, 2031.
“Five-Year Treasury Rate” means:
(i) The average of the yields on actively traded U.S. treasury securities adjusted to constant maturity, for five-year
maturities, for the five Business Days appearing under the caption “Treasury Constant Maturities” in the most recently published statistical release designated H.15 Daily Update or any successor publication which is published by the
Federal Reserve as of 5:00 p.m. (Eastern Time) as of any date of determination, as determined by the Calculation Agent in its sole discretion; and
(ii) If no calculation is provided as described above, then the Calculation Agent, after consulting such sources as it deems
comparable to any of the foregoing calculations, or any such source as it deems reasonable from which to estimate the five-year treasury rate, shall determine the five-year treasury rate in its sole discretion, provided that if the
Calculation Agent determines there is an industry accepted successor five-year treasury rate, then the Calculation Agent shall use such successor rate. If the Calculation Agent has determined a substitute or successor base rate in accordance with
the foregoing, the Calculation Agent in its sole discretion may determine the Business Day convention, the definition of Business Day and the Reset Dividend Determination Dates to be used and any other relevant methodology for calculating such
substitute or successor base rate, including any adjustment factor needed to make such substitute or successor base rate comparable to the Five-Year Treasury Rate, in a manner that is consistent with industry-accepted practices for such substitute
or successor base rate.
-2-
The Five-Year Treasury Rate will be determined by the Calculation Agent on the Reset Dividend Determination
Date. If the Five-Year Treasury Rate for any Dividend Period cannot be determined pursuant to the methods described in (i) and (ii) above, the dividend rate for such Dividend Period will be the same as the dividend rate determined for the
immediately preceding Dividend Period.
“Junior Stock” means the Corporation’s common stock, nonvoting common
stock and any other class or series of stock of the Corporation hereafter authorized over which the Series L Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any liquidation, dissolution or
winding up of the Corporation.
“Liquidation Distribution” shall have the meaning set forth in Section 4(a).
“Liquidation Preference” shall have the meaning set forth in Section 1.
“Parity Stock” means any other class or series of stock of the Corporation that ranks on parity with the Series L Preferred
Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.
“Redemption Price” shall have the meaning set forth in Section 6(b).
“Registrar” shall mean Equiniti Trust Company, LLC, acting in its capacity as registrar for the Series L Preferred Stock,
and its successors and assigns or any other registrar appointed by the Corporation.
“Regulatory Capital Treatment
Event” means the good faith determination by the Corporation that, as a result of:
(i) any amendment to, or
change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of Series L Preferred Stock;
(ii) any proposed change in those laws or regulations that is announced after the initial issuance of any share of Series L
Preferred Stock; or
(iii) any official administrative decision or judicial decision or administrative action or other
official pronouncement interpreting or applying those laws or regulations that is announced after the initial issuance of any share of Series L Preferred Stock,
there is more than an insubstantial risk that the Corporation will not be entitled to treat the full Liquidation Preference of the shares of
Series L Preferred Stock then outstanding as “additional Tier 1 Capital” (or its equivalent) for purposes of the capital adequacy guidelines or regulations of the Federal Reserve (or any successor bank regulatory authority that may
become the Corporation’s applicable federal banking agency), as then in effect and applicable, for as long as any share of Series L Preferred Stock is outstanding.
“Reset Date” means June 1, 2031 and each date falling on the fifth anniversary of the preceding Reset Date, which in
each case, will not be adjusted for Business Days.
“Reset Dividend Determination Date” means, in respect of any Reset
Period, the day falling three Business Days prior to the beginning of such Reset Period, subject to any adjustments made by the Calculation Agent as provided for herein.
“Reset Period” means the period from, and including, June 1, 2031 to, but excluding, the next following Reset Date and
thereafter each period from, and including, each Reset Date to, but excluding, the next following Reset Date.
“Shelf Securities
Pricing Committee” shall have the meaning set forth in the preamble.
-3-
“Senior Stock” means any other class or series of stock of the
Corporation ranking senior to the Series L Preferred Stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up of the Corporation.
“Series L Preferred Stock” shall have the meaning set forth in Section 1.
“Voting Parity Securities” shall have the meaning set forth in Section 5(b).
3.
Dividends.
(a) Holders of Series L Preferred Stock shall be entitled to receive, when, as, and if declared by the Board of Directors or a duly authorized
committee of the Board of Directors (an “Authorized Committee”), out of assets legally available for the payment of dividends under Delaware law, non-cumulative cash dividends based on the
Liquidation Preference of the Series L Preferred Stock at a rate equal to:
(i) From the date of original issue to, but
excluding, the First Reset Date, a fixed rate per annum of 6.100%; and
(ii) From, and including, the First Reset Date,
during each Reset Period, a rate per annum equal to the Five-Year Treasury Rate as of the most recent Reset Dividend Determination Date plus 2.250%.
(b) If declared by the Board of Directors or an Authorized Committee, dividends shall be payable, in arrears, on the Series L Preferred Stock
on a Dividend Payment Date. If any date on which dividends would otherwise be payable is not a Business Day, then the Dividend Payment Date shall be the next Business Day without any adjustment to the amount of dividends paid.
(c) Dividends shall be payable to holders of record of Series L Preferred Stock as they appear on the Corporation’s stock register at
5:00 p.m., New York City time, on the applicable record date, which shall be the 15th calendar day before the applicable Dividend Payment Date, or such other record date, not exceeding 30 days before the applicable Dividend Payment Date, as shall be
fixed by the Board of Directors or an Authorized Committee.
(d) Dividends payable on the Series L Preferred Stock for any Dividend Period
shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Dollar amounts resulting from that calculation shall be rounded to the nearest cent,
with one-half cent being rounded upwards. Dividends on the Series L Preferred Stock shall cease to accrue on the redemption date, if any, as described in Section 6, unless the Corporation defaults in the
payment of the Redemption Price of the shares of the Series L Preferred Stock called for redemption.
(e) Dividends on the Series L
Preferred Stock shall not be cumulative. If the Board of Directors or an Authorized Committee does not declare a dividend on the Series L Preferred Stock in respect of a Dividend Period, then no dividend shall be deemed to have accrued for such
Dividend Period, be payable on the applicable Dividend Payment Date, or be cumulative, and the Corporation shall have no obligation to pay any dividend for that Dividend Period, whether or not the Board of Directors or an Authorized Committee
declares a dividend on the Series L Preferred Stock for any future Dividend Period.
(f) During each Dividend Period while the Series L
Preferred Stock is outstanding, unless the full dividends for the immediately preceding Dividend Period on all outstanding shares of Series L Preferred Stock have been declared and paid or declared and a sum sufficient for the payment thereof has
been set aside:
(i) no dividend shall be declared or paid or set aside for payment and no distribution shall be declared
or made or set aside for payment on any Junior Stock, other than (1) a dividend payable solely in such Junior Stock or (2) any dividend in connection with the implementation of a stockholders’ rights plan, or the redemption or
repurchase of any rights under any such plan; and
-4-
(ii) no shares of Junior Stock shall be repurchased, redeemed or otherwise
acquired for consideration by the Corporation, directly or indirectly (nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by the Corporation) other than:
(1) as a result of a reclassification of Junior Stock for or into other Junior Stock;
(2) the exchange or conversion of one share of Junior Stock for or into another share of Junior Stock;
(3) through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Stock;
(4) purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit
plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;
(5) purchases
of shares of Junior Stock pursuant to a contractually binding requirement to buy Junior Stock existing prior to the preceding Dividend Period, including under a contractually binding stock repurchase plan; or
(6) the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such
stock or the security being converted or exchanged.
(iii) no shares of Parity Stock shall be repurchased, redeemed or
otherwise acquired for consideration by the Corporation otherwise than pursuant to pro rata offers to purchase all, or a pro rata portion, of the Series L Preferred Stock and such Parity Stock, unless such Parity Stock is repurchased,
redeemed or acquired for consideration by the Corporation in connection with any of the following:
(1) as a result of a
reclassification of Parity Stock for or into other Parity Stock or Junior Stock;
(2) the exchange or conversion of one
share of Parity Stock for or into another share of Parity Stock or Junior Stock; or
(3) through the use of the proceeds of
a substantially contemporaneous sale of other shares of Parity Stock or Junior Stock.
(g) When dividends are not paid in full upon the
shares of Series L Preferred Stock and any Parity Stock, all dividends declared upon shares of Series L Preferred Stock and any such Parity Stock shall be declared on a proportional basis so that the amount of dividends declared per share shall bear
to each other the same ratio that accrued dividends for the then-current Dividend Period per share on Series L Preferred Stock, and accrued dividends, including any accumulations, on any such Parity Stock, bear to each other.
(h) Dividends on the Series L Preferred Stock may be subject to the Corporation’s receipt of prior approval by the Federal Reserve (or
any successor bank regulatory authority that may become the Corporation’s applicable federal banking agency) and will be subject to the satisfaction of conditions set forth in the capital adequacy guidelines or regulations of the Federal
Reserve (or any successor bank regulatory authority that may become the Corporation’s applicable federal banking agency) applicable to dividends on the Series L Preferred Stock.
(i) Subject to the foregoing restrictions, dividends (payable in cash, stock or otherwise), as may be determined by the Board of Directors or
an Authorized Committee, may be declared and paid on the Corporation’s common stock, nonvoting common stock and any other stock ranking equally with or junior to the Series L Preferred Stock from time to time out of any assets legally
available for such payment, and the holders of Series L Preferred Stock shall not be entitled to participate in any such dividend.
-5-
4.
Liquidation Rights.
(a) In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of Series L
Preferred Stock shall be entitled to receive a liquidation distribution of $100,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends (the “Liquidation Distribution”), before the
Corporation makes any distribution of assets to the holders of the Corporation’s common stock, nonvoting common stock or any other class or series of stock ranking junior to the Series L Preferred Stock as to such distribution. The holders of
Series L Preferred Stock shall not be entitled to any other amounts from the Corporation after they have received their Liquidation Distribution in full.
(b) In any such distribution, if the assets of the Corporation are not sufficient to pay the Liquidation Distribution in full to all holders
of Series L Preferred Stock and all holders of any class or series of stock ranking on parity with the Series L Preferred Stock as to such distribution, the amounts paid to the holders of Series L Preferred Stock and all holders of such parity stock
shall be paid pro rata in accordance with the respective aggregate Liquidation Distribution owed to those holders. If the Liquidation Distribution has been paid in full to all holders of Series L Preferred Stock and such parity stock, the
holders of any other class or series of stock ranking junior to the Series L Preferred Stock as to such distribution shall be entitled to receive all remaining assets of the Corporation according to their respective rights and preferences.
For purposes of this Section 4, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration)
of all or substantially all of the property and assets of the Corporation shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation, nor shall the merger, consolidation or any other
business combination of any other corporation or person into or with the Corporation be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation.
5.
Voting Rights.
(a) The holders of Series L Preferred Stock shall have no voting rights, except as provided herein or as required by law.
(b) Whenever dividends payable on the shares of Series L Preferred Stock have not been paid for six quarterly Dividend Periods, whether or not
consecutive, then the holders of Series L Preferred Stock shall have the right, with holders of any other equally ranked series of preferred stock that have similar voting rights and on which dividends likewise have not been paid (the “Voting
Parity Securities”), voting together as a class, at a special meeting called at the request of the holders of at least 20% of the voting power of the Series L Preferred Stock and any Voting Parity Securities (unless such request for a special
meeting is received less than 90 calendar days before the date fixed for the next annual or special meeting of the Corporation’s stockholders, in which event such election shall be held only at such next annual or special meeting of the
Corporation’s stockholders) or at the Corporation’s next annual or special meeting of the Corporation’s stockholders, to elect two additional directors to the Board of Directors; provided, that the election of any such director
does not cause the Corporation to violate the applicable corporate governance requirements of the exchange or trading market where the Corporation’s common stock is then listed or quoted, as the case may be. At any meeting held for the purpose
of electing such directors, the presence in person or by proxy of the holders of shares representing at least a majority of the voting power of the Series L Preferred Stock and any Voting Parity Securities, voting together as a class, shall be
required to constitute a quorum of such shares. The affirmative vote of the holders of the Series L Preferred Stock and the holders of any Voting Parity Securities, voting together as a class, representing a majority of the voting power of such
shares present at such meeting, in person or by proxy, shall be sufficient to elect any such director.
(c) Immediately prior to the
election of any such directors, the number of directors that comprise the Board of Directors shall be increased by two. Such voting rights and the term of the additional directors so elected shall continue until:
(i) continuous non-cumulative dividends for at least four consecutive quarterly
dividend periods; and
-6-
(ii) cumulative dividends, if any, payable for all past dividend periods,
shall have been paid, or declared and set aside for payment, in full, on all outstanding shares of the Series L Preferred Stock or the Voting Parity
Securities entitled thereto. At that point, the right to elect additional directors shall terminate and the terms of office of the two additional directors so elected shall terminate immediately, and the number of directors shall be reduced by two
and such voting rights of the holders of the Series L Preferred Stock and any Voting Parity Securities shall cease, subject to any increase in the number of directors as described above due to the revesting of such voting rights in the event of each
and every additional failure in the payment of dividends for six quarterly Dividend Periods, whether or not consecutive, as described above.
(d) Holders of Series L Preferred Stock, together with holders of any Voting Parity Securities, voting together as a class, may remove any
director they elected. Any vacancy created by the removal of any such director may be filled only by the vote of the holders of the Series L Preferred Stock and any Voting Parity Securities, voting together as a class. If the office of either such
director becomes vacant for any reason other than removal, the remaining director may choose a successor who will hold office for the unexpired term of the vacant office. In the event that both offices are vacant, the holders of Series L Preferred
Stock and any Voting Parity Securities may, as set forth in Section 5(b), call a special meeting and elect such directors at such special meeting, or elect such directors at the Corporation’s next annual or special meeting of the
Corporation’s stockholders.
(e) The number of votes that each share of Series L Preferred Stock and any stock ranking equally with
the Series L Preferred Stock participating in the votes described above shall be in proportion to the Liquidation Preference of such share.
(f) So long as any shares of Series L Preferred Stock remain outstanding, the affirmative vote or consent of the holders of at least two-thirds of all outstanding shares of the Series L Preferred Stock voting separately as a class, shall be required to:
(i) amend, alter or repeal the provisions of the Certificate of Incorporation (including this Certificate of Designations), or
the Bylaws, whether by merger, consolidation or otherwise, so as to adversely affect the powers, preferences, privileges or special rights of the Series L Preferred Stock; provided, that any of the following will not be deemed to adversely
affect such powers, preferences, privileges or special rights:
(1) increases in the amount of the authorized common stock,
nonvoting common stock or, except as provided in Section 5(f)(ii), preferred stock;
(2) increases or decreases in the
number of shares of any series of preferred stock ranking equally with or junior to the Series L Preferred Stock; or
(3)
the authorization, creation and issuance of other classes or series of capital stock (or securities convertible or exchangeable into such capital stock) ranking equally with or junior to the Series L Preferred Stock.
(ii) amend or alter the Certificate of Incorporation to authorize or increase the authorized amount of or issue shares of any
class or series of Senior Stock, or reclassify any of the Corporation’s authorized capital stock into any such shares of Senior Stock or issue any obligation or security convertible into or evidencing the right to purchase any such shares of
Senior Stock; or
(iii) consummate a binding share exchange, a reclassification involving the Series L Preferred Stock or a
merger or consolidation of the Corporation with or into another entity; provided, however, that the holders of Series L Preferred Stock shall have no right to vote under this provision or otherwise under Delaware law if in each case:
(1) the Series L Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which
the Corporation is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity (or its ultimate parent) that is an entity organized and existing under the laws of the United
States, any state thereof or the District of Columbia; and
-7-
(2) the Series L Preferred Stock remaining outstanding or the new preferred
securities, as the case may be, have such powers, preferences and special rights as are not materially less favorable to the holders thereof than the powers, preferences and special rights of the Series L Preferred Stock.
The foregoing voting provisions shall not apply if, at or prior to the time when the act with respect to which such vote would otherwise be
required shall be effected, all outstanding shares of the Series L Preferred Stock shall have been redeemed or called for redemption in accordance with Section 6 upon proper notice and sufficient funds shall have been set aside by the
Corporation for the benefit of the holders of the Series L Preferred Stock to effect such redemption.
6.
Redemption.
(a) No Mandatory Redemption. The Series L Preferred Stock is not subject to any mandatory redemption, sinking fund or other
similar provisions. The holders of Series L Preferred Stock have no right to require the redemption or repurchase of the Series L Preferred Stock.
(b) Optional Redemption.
(i) The Corporation may redeem the Series L Preferred Stock at the Corporation’s option, in whole or in part, from time
to time, on any Dividend Payment Date on or after the First Reset Date, at a redemption price equal to $100,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends (the “Redemption Price”).
(ii) In the event the applicable Dividend Payment Date that is the redemption date is not a Business Day, the Redemption
Price shall be paid on the next Business Day without any adjustment to the amount of the Redemption Price paid.
(c) Redemption
Following a Regulatory Capital Treatment Event. The Corporation may redeem shares of the Series L Preferred Stock at any time within 90 days following a Regulatory Capital Treatment Event, in whole but not in part, at the Redemption Price.
(d) Redemption Procedures.
(i) If shares of the Series L Preferred Stock are to be redeemed, the notice of redemption shall be given by first class mail
to the holders of record of the Series L Preferred Stock to be redeemed, mailed not less than 10 days nor more than 60 days prior to the date fixed for redemption thereof (provided that, if the holder of record is DTC, notice may be given in any
manner permitted by DTC). Each notice of redemption shall include a statement setting forth:
(1) the redemption date;
(2) the number of shares of the Series L Preferred Stock to be redeemed and, if less than all the shares held by the holder are
to be redeemed, the number of shares of Series L Preferred Stock to be redeemed from the holder;
(3) the Redemption Price;
(4) the place or places where the certificates evidencing shares of Series L Preferred Stock are to be surrendered for
payment of the Redemption Price; and
(5) that dividends on the shares to be redeemed shall cease to accrue on the
redemption date.
-8-
If notice of redemption of any shares of Series L Preferred Stock has been duly given and if the funds
necessary for such redemption have been set aside by the Corporation for the benefit of the holders of any shares of Series L Preferred Stock so called for redemption, then, on and after the redemption date, dividends shall cease to accrue on such
shares of Series L Preferred Stock, such shares of Series L Preferred Stock shall no longer be deemed outstanding and all rights of the holders of such shares shall terminate, except the right to receive the Redemption Price.
(e) Partial Redemption. In case of any redemption of only part of the shares of the Series L Preferred Stock at the time
outstanding, the shares to be redeemed shall be selected either pro rata or by lot. Subject to the provisions hereof, the Board of Directors shall have full power and authority to prescribe the terms and conditions upon which shares of Series
L Preferred Stock shall be redeemed from time to time.
(f) Regulatory Approval. Any redemption of the Series L Preferred Stock may
be subject to the Corporation’s receipt of prior approval by the Federal Reserve (or any successor bank regulatory authority that may become the Corporation’s applicable federal banking agency) and will be subject to the satisfaction of
conditions set forth in the capital adequacy guidelines or regulations of the Federal Reserve (or any successor bank regulatory authority that may become the Corporation’s applicable federal banking agency) applicable to redemption of the
Series L Preferred Stock.
7.
Form of Certificate. Attached as Exhibit A is the form of certificate representing the Series L
Preferred Stock.
[Remainder of page intentionally left blank]
-9-
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designations to be
executed and acknowledged this 22nd day of April, 2026.
THE CHARLES SCHWAB CORPORATION
By:
/s/ Michael Verdeschi
Name: Michael Verdeschi
Title: Managing Director and Chief Financial Officer
ACKNOWLEDGED:
By:
/s/ Kristopher Tate
Name: Kristopher Tate
Title: Managing Director and Assistant Corporate Secretary
-10-
Exhibit A
FORM OF 6.100% FIXED-RATE RESET NON-CUMULATIVE
PERPETUAL PREFERRED STOCK, SERIES L
[UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE CORPORATION OR THE REGISTRAR NAMED ON THE FACE OF THIS CERTIFICATE, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE CERTIFICATE OF DESIGNATIONS. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER
TO THE REGISTRAR NAMED ON THE FACE OF THIS CERTIFICATE SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.]1
Number: [ ]
CUSIP NO.: 808513 CM5
6.100% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock,
Series L
[•] Shares
THE CHARLES SCHWAB CORPORATION
FACE OF SECURITY
This certifies that
[Cede & Co.]2 is the owner of [•] fully paid and non-assessable shares of the 6.100% Fixed-Rate Reset
Non-Cumulative Perpetual Preferred Stock, Series L, par value $0.01 per share, of The Charles Schwab Corporation, a Delaware corporation (hereinafter called the “Corporation”), transferable on the
books of the Corporation by the holder hereof in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all the
provisions of the Certificate of Incorporation, as amended, of the Corporation and all amendments thereto (copies of which are on file at the office of the Registrar) to all of which the holder of this certificate by acceptance hereof assents. This
certificate is not valid until countersigned by the Registrar.
1
To be included if the certificate is in global form, otherwise to be removed.
2
To be included if the certificate is in global form, otherwise to be the name of the holder of the certificated
shares.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed.
THE CHARLES SCHWAB CORPORATION
By:
Name:
Title:
By:
Name:
Title:
REGISTRAR’S COUNTERSIGNATURE
This is one of the certificates representing shares of the 6.100% Fixed-Rate Reset Non-Cumulative Perpetual Preferred
Stock, Series L, referred to in the within mentioned Certificate of Designations.
EQUINITI TRUST COMPANY, LLC
By:
Name:
Title:
Dated:
-2-
REVERSE OF SECURITY
THE CHARLES SCHWAB CORPORATION
The shares of 6.100% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L (the
“Series L Preferred Stock”) have the preferences and privileges, dividend rights, liquidation preferences and such other rights and qualifications, limitations and restrictions as provided in the Certificate of Designations relating to
the Series L Preferred Stock (the “Certificate of Designations”), in addition to those set forth in the Certificate of Incorporation of the Corporation, as amended, and the Corporation’s bylaws, copies of which shall be furnished
by the Corporation to any holder without charge upon the request addressed to the Secretary of the Corporation at its principal office in Westlake, Texas or to the Registrar named on the face of this certificate.
A statement of the rights, preferences, privileges and restrictions granted to or imposed upon the respective classes or series of stock of
the Corporation, and upon the holders thereof as established by the Certificate of Incorporation, the Certificate of Designations or any other certificate of determination of preferences, and the number of shares constituting each series or class
and the designations thereof, may be obtained by any stockholder of the Corporation upon request and without charge from the Secretary of the Corporation at the principal office of the Corporation, 3000 Schwab Way, Westlake, Texas 76262.
-3-
ASSIGNMENT
For value received, ________________ hereby sell, assign and transfer unto
Please Insert Social Security or Other Identifying Number of Assignee
(Please Print or Typewrite Name and Address, Including Zip Code, of Assignee)
shares of the capital stock represented by the within certificate, and do hereby irrevocably constitute and appoint Attorney
to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.
Dated
NOTICE:
The Signature to this Assignment Must Correspond with the Name As Written Upon the Face of the Certificate in Every Particular, Without Alteration or Enlargement or Any Change Whatever.
SIGNATURE GUARANTEED
(Signature Must Be Guaranteed by a Member of a
Medallion Signature Program)
-4-
EX-4.1
EX-4.1
Filename: d157689dex41.htm · Sequence: 4
EX-4.1
Exhibit 4.1
DEPOSIT AGREEMENT
among
The Charles Schwab
Corporation,
as Issuer
Equiniti Trust Company, LLC
as
Depositary,
and
THE HOLDERS
FROM TIME TO TIME OF
THE DEPOSITARY RECEIPTS DESCRIBED HEREIN
Dated as of April 22, 2026
TABLE OF CONTENTS
Page
ARTICLE I Defined Terms
1
Section 1.1.
Definitions
1
ARTICLE II Form of Receipts, Deposit of Stock, Execution and Delivery, Transfer,
Surrender and Redemption of Receipts
3
Section 2.1.
Form and Transfer of Receipts
3
Section 2.2.
Deposit of Stock; Execution and Delivery of Receipts in Respect Thereof
4
Section 2.3.
Registration of Transfer of Receipts
5
Section 2.4.
Split-ups and Combinations of Receipts; Surrender of
Receipts and Withdrawal of Stock
5
Section 2.5.
Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts
6
Section 2.6.
Lost Receipts, etc.
6
Section 2.7.
Cancellation and Destruction of Surrendered Receipts
7
Section 2.8.
Redemption of Stock
7
Section 2.9.
Receipts Issuable in Global Registered Form
8
ARTICLE III Certain Obligations of Holders of Receipts and the Corporation
9
Section 3.1.
Filing Proofs, Certificates and Other Information
9
Section 3.2.
Payment of Taxes or Other Governmental Charges
9
Section 3.3.
Warranty as to Stock
10
Section 3.4.
Warranty as to Receipts
10
ARTICLE IV The Deposited Securities; Notices
10
Section 4.1.
Cash Distributions
10
Section 4.2.
Distributions Other than Cash, Rights, Preferences or Privileges
10
i
Section 4.3.
Subscription Rights, Preferences or Privileges
11
Section 4.4.
Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts
12
Section 4.5.
Voting Rights
12
Section 4.6.
Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc.
13
Section 4.7.
Delivery of Reports
13
Section 4.8.
Lists of Receipt Holders
13
ARTICLE V The Depositary, the Depositary’s Agents, The Registrar and the
Corporation
14
Section 5.1.
Appointment, Maintenance of Offices, Agencies and Transfer Books by the Depositary;
Registrar
14
Section 5.2.
Prevention of or Delay in Performance by the Depositary, the Depositary’s Agents, the
Registrar or the Corporation
14
Section 5.3.
Obligations of the Depositary, the Depositary’s Agents, the Registrar and the
Corporation
15
Section 5.4.
Resignation and Removal of the Depositary; Appointment of Successor Depositary
17
Section 5.5.
Corporate Notices and Reports
17
Section 5.6.
Indemnification by the Corporation
18
Section 5.7.
Fees, Charges and Expenses
18
ARTICLE VI Amendment and Termination
19
Section 6.1.
Amendment
19
Section 6.2.
Termination
19
ARTICLE VII Miscellaneous
20
Section 7.1.
Counterparts
20
Section 7.2.
Exclusive Benefit of Parties
20
Section 7.3.
Invalidity of Provisions
20
ii
Section 7.4.
Notices
20
Section 7.5.
Depositary’s Agents
21
Section 7.6.
Appointment of Registrar in Respect of the Receipts
21
Section 7.7.
Holders of Receipts Are Parties
21
Section 7.8.
Governing Law
22
Section 7.9.
Inspection of Deposit Agreement
22
Section 7.10.
Headings
22
Section 7.11.
Confidentiality
22
Exhibit A
Form of Receipt
A-1
Exhibit B
Certificate of Designations
B-1
iii
DEPOSIT AGREEMENT dated as of April 22, 2026, among (i) The Charles Schwab
Corporation, a Delaware corporation, (ii) Equiniti Trust Company, LLC, a limited trust company organized under the laws of the State of New York, as Depositary and (iii) the holders from time to time of the Receipts described herein.
WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of shares of 6.100% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L, of the Corporation with the Depositary for the purposes set forth in this Deposit Agreement and for the issuance hereunder of Depositary Shares representing a
fractional interest in the Stock deposited and for the execution and delivery of Receipts evidencing Depositary Shares;
WHEREAS, the
Receipts are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit Agreement; and
WHEREAS, the terms and conditions of the 6.100% Fixed-Rate Reset Non-Cumulative Perpetual Preferred
Stock, Series L, of the Corporation are substantially set forth in the Certificate of Designations attached hereto as Exhibit B;
NOW,
THEREFORE, in consideration of the premises, the parties hereto agree as follows:
ARTICLE I
DEFINED TERMS
Section 1.1. Definitions.
The following definitions shall for all purposes, unless otherwise indicated, apply to the respective terms (in the singular and plural forms
of such terms) used in this Deposit Agreement and the Receipts:
“Certificate of Designations” shall mean the
Certificate of Designations filed with the Secretary of State of the State of Delaware establishing the Stock as a series of preferred stock of the Corporation, and setting forth the rights, preferences and privileges of the Stock, and attached
hereto as Exhibit B, and as such certificate may be amended or restated from time to time.
“Corporation” shall mean
The Charles Schwab Corporation, a Delaware corporation, and its successors.
“Deposit Agreement” shall mean this
Deposit Agreement, as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof.
“Depositary” shall mean Equiniti Trust Company, LLC, a limited trust company organized under the laws of the State of New
York, and any successor as Depositary hereunder.
“Depositary Share Redemption Price” shall have the meaning set forth
in Section 2.8.
-1-
“Depositary Shares” shall mean the security representing a 1/100th
fractional interest in a share of the Stock, and the same proportionate interest in any and all other property received by the Depositary in respect of such share of Stock and held under this Deposit Agreement, all as evidenced by the Receipts
issued hereunder. Subject to the terms of this Deposit Agreement, each owner of a Depositary Share is entitled, proportionately, to all the rights, preferences and privileges of the Stock represented by such Depositary Share (including the dividend,
voting, redemption and liquidation rights contained in the Certificate of Designations).
“Depositary’s Agent”
shall mean an agent appointed by the Depositary pursuant to Section 7.5.
“Depositary’s Office” shall mean
the principal office of the Depositary, at which at any particular time its depositary receipt business in respect of matters governed by this Deposit Agreement shall be administered.
“Exchange Event” shall mean with respect to any Global Registered Receipt:
(1) (A) the Global Receipt Depository which is the holder of such Global Registered Receipt or Receipts notifies the Corporation that it is no
longer willing or able to properly discharge its responsibilities under any Letter of Representations or that it is no longer eligible or in good standing under the Securities Exchange Act of 1934, as amended, and (B) the Corporation has not
appointed a qualified successor Global Receipt Depository within ninety (90) calendar days after the Corporation received such notice, or
(2) the Corporation in its sole discretion notifies the Depositary in writing that the Receipts or portion thereof issued or issuable in the
form of one or more Global Registered Receipts shall no longer be represented by such Global Receipt or Receipts.
“Global
Receipt Depository” shall mean, with respect to any Receipt issued hereunder, The Depository Trust Company (“DTC”) or such other entity designated as Global Receipt Depository by the Corporation in or pursuant to this Deposit
Agreement, which Person must be, to the extent required by any applicable law or regulation, a clearing agency registered under the Securities Exchange Act of 1934, as amended.
“Global Registered Receipts” shall mean a global registered Receipt registered in the name of a nominee of DTC.
“Letter of Representations” shall mean any applicable agreement among the Corporation, the Depositary and a Global Receipt
Depository with respect to such Global Receipt Depository’s rights and obligations with respect to any Global Registered Receipts, as the same may be amended, supplemented, restated or otherwise modified from time to time and any successor
agreement thereto.
“Receipt” shall mean a receipt issued hereunder to evidence one or more Depositary Shares held of
record by the record holder of such Depositary Shares, whether in definitive or temporary form, substantially in the form set forth as Exhibit A.
-2-
“Record Holder” or “Holder” as applied to a Receipt
shall mean the person in whose name a Receipt is registered on the books of the Depositary maintained by the Depositary for such purpose.
“Redemption Date” shall have the meaning set forth in Section 2.8.
“Redemption Price” shall have the meaning set forth in the Certificate of Designations.
“Registrar” shall mean the Depositary or such other successor bank or trust company which shall be appointed by the
Corporation to register ownership and transfers of Receipts as herein provided and if a successor Registrar shall be so appointed, references herein to “the books” of or maintained by the Depositary shall be deemed, as applicable, to
refer as well to the register maintained by such Registrar for such purpose.
“Securities Act” shall mean the
Securities Act of 1933, as amended.
“Stock” shall mean shares of the Corporation’s 6.100% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L, $0.01 par value, $100,000 liquidation preference per share, designated and described in the Certificate of Designations.
ARTICLE II
FORM
OF RECEIPTS, DEPOSIT OF STOCK,
EXECUTION
AND DELIVERY, TRANSFER,
SURRENDER AND REDEMPTION
OF RECEIPTS
Section 2.1. Form and Transfer of Receipts.
Definitive Receipts shall be substantially in the form set forth in Exhibit A annexed to this Deposit Agreement, in each case with appropriate
insertions, modifications and omissions, as hereinafter provided.
Receipts shall be executed by the Depositary by the manual signature of
a duly authorized officer of the Depositary; provided, that such signature may be a facsimile if a Registrar for the Receipts (other than the Depositary) shall have been appointed and such Receipts are countersigned by a duly authorized officer of
the Registrar. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless it shall have been executed manually by a duly authorized officer of the Depositary or, if a Registrar for the
Receipts (other than the Depositary) shall have been appointed, by manual or facsimile signature of a duly authorized officer of the Depositary and countersigned by a duly authorized officer of such Registrar. The Depositary shall record on its
books each Receipt so signed and delivered as hereinafter provided.
Receipts shall be in denominations of any number of whole Depositary
Shares. All receipts shall be dated the date of their issuance.
-3-
Receipts may be endorsed with or have incorporated in the text thereof such legends or
recitals or changes not inconsistent with the provisions of this Deposit Agreement all as may be required by the Depositary and approved by the Corporation or required to comply with any applicable law or any regulation thereunder or with the rules
and regulations of any securities exchange upon which the Stock, the Depositary Shares or the Receipts may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular
Receipts are subject.
Title to Depositary Shares evidenced by a Receipt which is properly endorsed or accompanied by a properly executed
instrument of transfer, shall be transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that until transfer of any particular Receipt shall be registered on the books of the Depositary as provided
in Section 2.3, the Depositary may, notwithstanding any notice to the contrary, treat the record holder thereof at such time as the absolute owner thereof for the purpose of determining the person entitled to distributions of dividends or other
distributions or to any notice provided for in this Deposit Agreement and for all other purposes.
Section 2.2. Deposit of Stock;
Execution and Delivery of Receipts in Respect Thereof.
Subject to the terms and conditions of this Deposit Agreement, the Corporation
may from time to time deposit shares of the Stock under this Deposit Agreement by delivery to the Depositary of (i) a certificate or certificates for the Stock to be deposited, properly endorsed or accompanied, if required by the Depositary, by
a duly executed instrument of transfer or endorsement or (ii) an instruction letter from the Corporation authorizing the Depositary to register such shares of the Stock in book-entry form, each in form satisfactory to the Depositary, together
with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and all other information required to be set forth, and together with a written order of the Corporation directing the
Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing such deposited Stock.
Deposited Stock shall be held by the Depositary at the Depositary’s Office or at such other place or places as the Depositary shall
determine. The Depositary shall not lend any Stock deposited hereunder.
Upon receipt by the Depositary of (i) a certificate or
certificates for Stock deposited in accordance with the provisions of this Section or (ii) an instruction letter from the Corporation in accordance with the provisions of this Section, together with the other documents required as above
specified, and upon recordation of the Stock on the books of the Corporation (or its duly appointed transfer agent) in the name of the Depositary or its nominee, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall
execute and deliver to or upon the order of the person or persons named in the written order delivered to the Depositary referred to in the first paragraph of this Section, a Receipt or Receipts evidencing in the aggregate the number of Depositary
Shares representing the Stock so deposited and registered in such name or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary’s Office or such other offices,
if any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the person requesting such delivery.
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Section 2.3. Registration of Transfer of Receipts.
Subject to the terms and conditions of this Deposit Agreement, the Depositary shall register on its books from time to time transfers of
Receipts upon any surrender thereof by the holder in person or by duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing
the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the person entitled thereto.
The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business
fifteen days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption, or (b) to transfer or exchange for another Receipt any Receipt called
or being called for redemption in whole or in part except as provided in Section 2.8.
Section 2.4. Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Stock.
Upon
surrender of a Receipt or Receipts at the Depositary’s Office or at such other offices as it may designate for the purpose of effecting a split-up or combination of such Receipt or Receipts, and subject
to the terms and conditions of this Deposit Agreement, the Depositary shall execute a new Receipt or Receipts in the authorized denomination or denominations requested, evidencing the aggregate number of Depositary Shares evidenced by the Receipt or
Receipts surrendered, and shall deliver such new Receipt or Receipts to or upon the order of the holder of the Receipt or Receipts so surrendered.
Any holder of a Receipt or Receipts may withdraw the number of whole shares of Stock and all money and other property, if any, represented
thereby by surrendering such Receipt or Receipts, at the Depositary’s Office or at such other offices as the Depositary may designate for such withdrawals. Thereafter, without unreasonable delay, the Depositary shall deliver to such holder, or
to the person or persons designated by such holder as hereinafter provided, the number of whole shares of Stock and all money and other property, if any, represented by the Receipt or Receipts so surrendered for withdrawal, but holders of such whole
shares of Stock will not thereafter be entitled to deposit such Stock hereunder or to receive a Receipt evidencing Depositary Shares therefor. If a Receipt delivered by the holder to the Depositary in connection with such withdrawal shall evidence a
number of Depositary Shares in excess of the number of Depositary Shares representing the number of whole shares of Stock to be so withdrawn, the Depositary shall at the same time, in addition to such number of whole shares of Stock and such money
and other property, if any, to be so withdrawn, deliver to such holder, or subject to Section 2.3 upon such holder’s order, a new Receipt evidencing such excess number of Depositary Shares.
Except as provided in Section 6.2, in no event will fractional shares of Stock (or any cash payment in lieu thereof) be delivered by the
Depositary. Delivery of the Stock and money and other property, if any, being withdrawn may be made by the delivery of such certificates, documents of title and other instruments as the Depositary may deem appropriate.
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If the Stock and the money and other property, if any, being withdrawn are to be delivered
to a person or persons other than the record holder of the Receipt or Receipts being surrendered for withdrawal of Stock, such holder shall execute and deliver to the Depositary a written order so directing the Depositary and the Depositary may
require that the Receipt or Receipts surrendered by such holder for withdrawal of such shares of Stock be properly endorsed in blank or accompanied by a properly executed instrument of transfer in blank.
Delivery of the Stock and the money and other property, if any, represented by Receipts surrendered for withdrawal shall be made by the
Depositary at the Depositary’s Office, except that, at the request, risk and expense of the holder surrendering such Receipt or Receipts and for the account of the holder thereof, such delivery may be made at such other place as may be
designated by such holder.
Section 2.5. Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts.
As a condition precedent to the execution and delivery, registration of transfer, split-up,
combination, surrender or exchange of any Receipt, the Depositary, any of the Depositary’s Agents or the Corporation may require payment to it of a sum sufficient for the payment (or, in the event that the Depositary or the Corporation shall
have made such payment, the reimbursement to it) of any charges or expenses payable by the holder of a Receipt pursuant to Section 5.7, may require the production of evidence satisfactory to it as to the identity and genuineness of any
signature, and any other reasonable evidence of authority that may be required by the Depositary and may also require compliance with such regulations, if any, as the Depositary or the Corporation may establish consistent with the provisions of this
Deposit Agreement and/or applicable law.
The deposit of Stock may be refused, the delivery of Receipts against Stock may be suspended,
the registration of transfer of Receipts may be refused and the registration of transfer, surrender or exchange of outstanding Receipts may be suspended (i) during any period when the register of stockholders of the Corporation is closed or
(ii) if any such action is deemed necessary or advisable by the Depositary, any of the Depositary’s Agents or the Corporation at any time or from time to time because of any requirement of law or of any government or governmental body or
commission or under any provision of this Deposit Agreement.
Section 2.6. Lost Receipts, etc.
In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary in its discretion may execute and deliver a Receipt of like
form and tenor in exchange and substitution for such mutilated Receipt, or in lieu of and in substitution for such destroyed, lost or stolen Receipt, upon (i) the filing by the holder thereof with the Depositary of evidence satisfactory to the
Depositary of such destruction or loss or theft of such Receipt, of the authenticity thereof and of such holder’s ownership thereof and (ii) the holder thereof furnishing of the Depositary with reasonable indemnification satisfactory to
the Depositary.
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Section 2.7. Cancellation and Destruction of Surrendered Receipts.
All Receipts surrendered to the Depositary or any Depositary’s Agent shall be cancelled by the Depositary. Except as prohibited by
applicable law or regulation, the Depositary is authorized and directed to destroy all Receipts so cancelled.
Section 2.8.
Redemption of Stock.
Whenever the Corporation shall be permitted and shall elect to redeem shares of Stock in accordance with the
provisions of the Certificate of Designations (including on account of a Regulatory Capital Treatment Event, as described therein), it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not
less than 15 days and not more than 60 days prior to the Redemption Date (as defined below), notice of the date of such proposed redemption of Stock and of the number of such shares held by the Depositary to be so redeemed and the Depositary Share
Redemption Price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Stock is in accordance with the provisions of the Certificate of Designations. On the date of such redemption, provided that
the Corporation shall then have paid or caused to be paid in full to the Depositary the Redemption Price per share of Stock to be redeemed, in accordance with and as required by the provisions of the Certificate of Designations, the Depositary shall
redeem the number of Depositary Shares representing such Stock. The Depositary shall mail notice of the Corporation’s redemption of Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Stock to be
redeemed by first-class mail, postage prepaid, not less than 10 days and not more than 60 days prior to the date fixed for redemption of such Stock and Depositary Shares (the “Redemption Date”), to the record holders of the
Receipts evidencing the Depositary Shares to be so redeemed at the addresses of such holders as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such holders
nor any defect in any notice of redemption of Depositary Shares to one or more such holders shall affect the sufficiency of the proceedings for redemption as to the other holders. Each such notice shall be prepared by the Corporation and shall
state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such holder are to be redeemed, the number of such Depositary Shares held by such holder to be so
redeemed; (iii) the Depositary Share Redemption Price; (iv) the place or places where Receipts evidencing Depositary Shares are to be surrendered for payment of the Depositary Share Redemption Price and (v) that dividends on such
shares of Stock represented by the Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected
either pro rata or by lot.
Notice having been mailed by the Depositary as aforesaid, from and after the Redemption Date (unless
the Corporation shall have failed to provide the funds necessary to redeem the Stock evidenced by the Depositary Shares called for redemption) (i) all shares of Stock called for redemption shall cease to be outstanding and any rights with
respect to such shares shall cease and terminate (except for the right to receive the Redemption Price without interest), (ii) the Depositary Shares being redeemed from such proceeds shall cease to be outstanding and all rights of the holders of
Receipts evidencing such Depositary Shares shall, to the extent of such Depositary Shares, cease and terminate (except the right to receive the Depositary Share
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Redemption Price without interest), and (iii) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly
endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share (the “Depositary Share Redemption
Price”) equal to one one-hundredth of the Redemption Price per share of Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares.
If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such
Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.
Section 2.9. Receipts Issuable in Global Registered Form.
If the Corporation shall determine in a writing delivered to the Depositary that the Receipts are to be issued in whole or in part in the form
of one or more Global Registered Receipts, then the Depositary shall, in accordance with the other provisions of this Deposit Agreement, execute and deliver one or more Global Registered Receipts evidencing such Receipts, which (i) shall
represent, and shall be denominated in an amount equal to the aggregate principal amount of, the Receipts to be represented by such Global Registered Receipt or Receipts, and (ii) shall be registered in the name of the Global Receipt Depository
therefor or its nominee.
Notwithstanding any other provision of this Deposit Agreement to the contrary, unless otherwise provided in the
Global Registered Receipt, a Global Registered Receipt may only be transferred in whole and only by the applicable Global Receipt Depository for such Global Registered Receipt to a nominee of such Global Receipt Depository, or by a nominee of such
Global Receipt Depository to such Global Receipt Depository or another nominee of such Global Receipt Depository, or by such Global Receipt Depository or any such nominee to a successor Global Receipt Depository for such Global Registered Receipt
selected or approved by the Corporation or to a nominee of such successor Global Receipt Depository. Except as provided below, owners solely of beneficial interests in a Global Registered Receipt shall not be entitled to receive physical delivery of
the Receipts represented by such Global Registered Receipt. Neither any such beneficial owner nor any direct or indirect participant of a Global Receipt Depository shall have any rights under this Deposit Agreement with respect to any Global
Registered Receipt held on their behalf by a Global Receipt Depository and such Global Receipt Depository may be treated by the Corporation, the Depositary and any director, officer, employee or agent of the Corporation or the Depositary as the
holder of such Global Registered Receipt for all purposes whatsoever.
Unless and until definitive Receipts are delivered to the owners of
the beneficial interests in a Global Registered Receipt, (1) the applicable Global Receipt Depository will make book-entry transfers among its participants and receive and transmit all payments and distributions in respect of the Global
Registered Receipts to such participants, in each case, in accordance with its applicable procedures and arrangements, and (2) whenever any notice, payment or other communication to the holders of Global Registered Receipts is required under
this Deposit Agreement, the Depositary shall give all such notices, payments and communications specified herein to be given to such holders to the applicable Global Receipt Depository.
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If an Exchange Event has occurred with respect to any Global Registered Receipt, then, in
any such event, the Depositary shall, upon receipt of a written order from the Corporation for the execution and delivery of individual definitive registered Receipts in exchange for such Global Registered Receipt, execute and deliver, individual
definitive registered Receipts, in authorized denominations and of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Registered Receipt surrendered in exchange for such Global Registered Receipt.
Definitive registered Receipts issued in exchange for a Global Registered Receipt pursuant to this Section shall be registered in such names
and in such authorized denominations as the Global Receipt Depository for such Global Registered Receipt, pursuant to instructions from its participants, shall instruct the Depositary in writing. The Depositary shall deliver such Receipts to the
persons in whose names such Receipts are so registered.
Notwithstanding anything to the contrary in this Deposit Agreement, should the
Corporation determine that the Receipts should be issued as a Global Registered Receipt, the parties hereto shall comply with the terms of each Letter of Representations, if applicable.
ARTICLE III
CERTAIN OBLIGATIONS OF
HOLDERS OF RECEIPTS AND THE CORPORATION
Section 3.1. Filing Proofs, Certificates and Other Information.
Any holder of a Receipt may be required from time to time to file such proof of residence, or other matters or other information, to execute
such certificates and to make such representations and warranties as the Depositary or the Corporation may reasonably deem necessary or proper. The Depositary or the Corporation may withhold the delivery, or delay the registration of transfer or
redemption, of any Receipt or the withdrawal of the Stock represented by the Depositary Shares evidenced by any Receipt or the distribution of any dividend or other distribution or the sale of any rights or of the proceeds thereof until such proof
or other information is filed or such certificates are executed or such representations and warranties are made.
Section 3.2.
Payment of Taxes or Other Governmental Charges.
Holders of Receipts shall be obligated to make payments to the Depositary of
certain charges and expenses, as provided in Section 5.7. Registration of transfer of any Receipt or any withdrawal of Stock and all money or other property, if any, represented by the Depositary Shares evidenced by such Receipt may be refused
until any such payment due is made, and any dividends or other distributions may be withheld or any part of or all the Stock or other property represented by the Depositary Shares evidenced by such Receipt and not theretofore sold may be sold for
the account of the holder thereof (after attempting by reasonable means to notify such holder prior to such sale), and such dividends or other distributions or the proceeds of any such sale may be applied to any payment of such charges or expenses,
the holder of such Receipt remaining liable for any deficiency.
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Section 3.3. Warranty as to Stock.
The Corporation hereby represents and warrants that the Stock, when issued, will be duly authorized, validly issued, fully paid and
nonassessable (subject to 12 U.S.C. § 55). Such representation and warranty shall survive the deposit of the Stock and the issuance of Receipts.
Section 3.4. Warranty as to Receipts.
The Corporation hereby represents and warrants that the Receipts, when issued, will represent legal and valid interests in the Stock. Such
representation and warranty shall survive the deposit of the Stock and the issuance of Receipts.
ARTICLE IV
THE DEPOSITED SECURITIES; NOTICES
Section 4.1. Cash Distributions.
Whenever the Depositary shall receive any cash dividend or other cash distribution on Stock, the Depositary shall, subject to Sections 3.1 and
3.2, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of such dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares
evidenced by the Receipts held by such holders; provided, however, that in case the Corporation or the Depositary shall be required to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Stock an amount on
account of taxes, the amount made available for distribution or distributed in respect of Depositary Shares shall be reduced accordingly. The Depositary shall distribute or make available for distribution, as the case may be, only such amount,
however, as can be distributed without attributing to any holder of Depositary Shares a fraction of one cent, and any balance not so distributable shall be held by the Depositary (without liability for interest thereon) and shall be added to and be
treated as part of the next sum received by the Depositary for distribution to record holders of Receipts then outstanding. Each holder of a Receipt shall provide the Depositary with a properly completed Form
W-8 or W-9, as may be applicable. Each holder of a Receipt acknowledges that, in the event of non-compliance with the preceding
sentence, the Internal Revenue Code of 1986, as amended, may require withholding by the Depositary of a portion of any of the distributions to be made hereunder.
Section 4.2. Distributions Other than Cash, Rights, Preferences or Privileges.
Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon Stock, the Depositary shall, at
the direction of the Corporation, subject to Sections 3.1 and 3.2, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as
practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Corporation may deem equitable and
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practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders in accordance with the direction of
the Corporation, or if for any other reason (including any requirement that the Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Corporation, such distribution not to be
feasible, the Depositary may, with the approval of the Corporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property
thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record
holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution
of such securities or property to the holders of Receipts unless the Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in
connection with such distributions.
Section 4.3. Subscription Rights, Preferences or Privileges.
If the Corporation shall at any time offer or cause to be offered to the persons in whose names Stock is recorded on the books of the
Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by
the Depositary to the record holders of Receipts in such manner as the Corporation shall instruct the Depositary in writing, either by the issue to such record holders of warrants representing such rights, preferences or privileges or by such other
method as may be approved by the Corporation; provided, however, that (i) if at the time of issue or offer of any such rights, preferences or privileges the Depositary determines that it is not lawful or (after consultation with the
Corporation) not feasible to make such rights, preferences or privileges available to holders of Receipts by the issue of warrants or otherwise, or (ii) if and to the extent so instructed by holders of Receipts who do not desire to exercise
such rights, preferences or privileges, then the Depositary, in its discretion (with approval of the Corporation, in any case where the Depositary has determined that it is not feasible to make such rights, preferences or privileges available), may,
if applicable laws or the terms of such rights, preferences or privileges permit such transfer, sell such rights, preferences or privileges at public or private sale, at such place or places and upon such terms as it may deem proper. The net
proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.1 in the case of a distribution received in cash.
The Corporation shall notify the Depositary whether registration under the Securities Act of the securities to which any rights, preferences
or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Corporation agrees with the Depositary that it will file promptly a registration
statement pursuant to such Act with respect to such rights, preferences or privileges and securities and use its reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in
advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges.
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In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such registration
statement shall have become effective, or the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to such holders are exempt from registration under the provisions of
the Securities Act.
The Corporation shall notify the Depositary whether any other action under the laws of any jurisdiction or any
governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, and the Corporation agrees with the Depositary that the Corporation will use
its reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or
privileges.
Section 4.4. Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts.
Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or if rights,
preferences or privileges shall at any time be offered, with respect to Stock, or whenever the Depositary shall receive notice of any meeting at which holders of Stock are entitled to vote or of which holders of Stock are entitled to notice, or
whenever the Depositary and the Corporation shall decide it is appropriate, the Depositary shall in each such instance fix a record date (which shall be the same date as the record date fixed by the Corporation with respect to, or otherwise in
accordance with the terms of, the Stock, as identified in a written notice to the Depositary of such record date) for the determination of the holders of Receipts who shall be entitled to receive such dividend, distribution, rights, preferences or
privileges or the net proceeds of the sale thereof, or to give instructions for the exercise of voting rights at any such meeting, or who shall be entitled to notice of such meeting or for any other appropriate reasons.
Section 4.5. Voting Rights.
Subject to the provisions of the Certificate of Designations, upon receipt of notice of any meeting at which the holders of Stock are entitled
to vote, the Depositary shall, as soon as practicable thereafter, mail or transmit by such other method approved by the Depositary, in its reasonable discretion, to the record holders of Receipts a notice prepared by the Corporation which shall
contain (i) such information as is contained in such notice of meeting and (ii) a statement that the holders may, subject to any applicable restrictions, instruct the Depositary as to the exercise of the voting rights pertaining to the
amount of Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Corporation) and a brief statement as to
the manner in which such instructions may be given. Upon the written request of the holders of Receipts on the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the
instructions set forth in such requests, the maximum number of whole shares of Stock represented by the Depositary Shares evidenced by all Receipts as to which any particular voting instructions are received. The Corporation hereby agrees to take
all reasonable action which may be deemed necessary by the Depositary in order to enable the Depositary to vote such Stock or cause such Stock to be voted. In the absence of specific instructions from holders of Receipts, the Depositary will vote
the Stock represented by the Depositary Shares evidenced by the Receipts of such holders proportionately with votes cast pursuant to instructions received from the other holders.
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Section 4.6. Changes Affecting Deposited Securities and Reclassifications,
Recapitalizations, etc.
Upon any change in par or stated value, split-up, combination or any
other reclassification of the Stock, subject to the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Corporation or to which it is a party, the Depositary may in its discretion with the
approval of, and shall upon the instructions of, the Corporation, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest represented
by one Depositary Share in one share of Stock and in the ratio of the Depositary Share Redemption Price to the Redemption Price, in each case as may be necessary fully to reflect the effects of such change in par or stated value, split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange
for or upon conversion of or in respect of the Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Stock. In any such case the Depositary may in its discretion, with the approval of the Corporation,
execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders of
Receipts shall have the right from and after the effective date of any such change in par or stated value, split-up, combination or other reclassification of the Stock or any such recapitalization,
reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and
other securities and property and cash into which the Stock represented by such Receipts might have been converted or for which such Stock might have been exchanged or surrendered immediately prior to the effective date of such transaction.
Section 4.7. Delivery of Reports.
The Depositary shall furnish to holders of Receipts any reports and communications received from the Corporation which are received by the
Depositary and which the Corporation is required to furnish to the holders of the Stock.
Section 4.8. Lists of Receipt
Holders.
Promptly upon request from time to time by the Corporation, the Depositary shall furnish to it a list, as of the most recent
practicable date, of the names, addresses and holdings of Depositary Shares of all record holders of Receipts.
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ARTICLE V
THE DEPOSITARY, THE DEPOSITARY’S
AGENTS, THE REGISTRAR AND THE CORPORATION
Section 5.1. Appointment, Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar.
The Corporation hereby appoints Equiniti Trust Company, LLC, as Depositary for the Stock, and Equiniti Trust Company, LLC hereby accepts such
appointment as Depositary for the Stock, on the terms and conditions set forth in this Deposit Agreement. Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary’s Office, facilities for the execution and
delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary’s Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in
accordance with the provisions of this Deposit Agreement.
The Depositary shall keep books at the Depositary’s Office for the
registration and registration of transfer, surrender and exchange of Receipts, which books at all reasonable times shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall
certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person’s interest as an owner of Depositary Shares evidenced by the Receipts.
The Depositary may close such books, at any time or from time to time, when deemed expedient by it in connection with the performance of its
duties hereunder.
The Corporation may appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If
the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national stock exchanges, the Corporation will appoint a Registrar for registration of such Receipts or
Depositary Shares in accordance with any requirements of such exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchange) may be removed and a substitute Registrar appointed by the Depositary upon
the request or with the approval of the Corporation. If the Receipts, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request of the Corporation, arrange such facilities for the
delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable stock exchange regulation.
Section 5.2. Prevention of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or
the Corporation.
Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Corporation shall incur any
liability to any holder of any Receipt if by reason of any provision of any present or future law, or regulation thereunder, of the United States of America or of any other governmental authority or, in the case of the Depositary, the
Depositary’s Agent or the Registrar,
-14-
by reason of any provision, present or future, of the Corporation’s Fifth Restated Certificate of Incorporation, as amended (including the Certificate of Designations), or by reason of any
act of God or war or other circumstance beyond the control of the relevant party, the Depositary, the Depositary’s Agent, the Registrar or the Corporation shall be prevented or forbidden from, or subjected to any penalty on account of, doing
or performing any act or thing which the terms of this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any Depositary’s Agent, any Registrar or the Corporation incur liability to any holder of a Receipt
(i) by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which the terms of this Deposit Agreement shall provide shall or may be done or performed, or (ii) by reason of any exercise of, or
failure to exercise, any discretion provided for in this Deposit Agreement except as otherwise explicitly set forth in this Deposit Agreement.
Section 5.3. Obligations of the Depositary, the Depositary’s Agents, the Registrar and the Corporation.
Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Corporation assumes any obligation or shall be subject to
any liability under this Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Notwithstanding anything in this Deposit Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent
nor any Registrar nor the Corporation shall be liable in any event for special, punitive, incidental, indirect or consequential losses or damages of any kind whatsoever (including but not limited to lost profits).
Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Corporation shall be under any obligation to appear in,
prosecute or defend any action, suit or other proceeding in respect of the Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability
be furnished as often as may be required.
Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Corporation
shall be liable for any action or any failure to act by it in reasonable reliance upon the written advice of legal counsel or accountants, or information from any person presenting Stock for deposit, any holder of a Receipt or any other person
believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar and the Corporation may each rely and shall each be protected in acting upon or omitting to act upon any written
notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.
The Depositary will indemnify the Corporation against any liability which may directly arise out of acts performed or omitted by the
Depositary due to its gross negligence or willful misconduct, however, in no event shall the Depositary be liable for consequential, special or indirect damages of any kind regardless of whether the Depositary is put on notice of the possibility of
such damages. The Depositary shall not be liable for the acts or omissions due to the gross negligence or willful misconduct of any Depositary’s Agent, so long as such Depositary’s Agent was appointed with due care. Notwithstanding
anything to the contrary in this Agreement or otherwise, the Depositary’s aggregate liability to the Corporation, or any of the Corporation’s representatives or agents, under this Section 5.3, or under any other term or
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provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one year’s fees received by the Depositary as fees
and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Depositary by the Corporation hereunder, provided that such limitation on liability shall not apply to any act or omission finally adjudicated to
have been caused by the willful misconduct or gross negligence of the Depositary. It is understood that such limitation in the preceding sentence will be applicable only to claims arising out of the Depositary’s role as Depositary and
Registrar for the Receipts, and shall not be applicable to any other relationship that the Depositary may have with the Corporation, or to any other agreement.
The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the shares of Stock or for the manner or
effect of any such vote made, as long as any such action or non-action is not due to the willful misconduct or gross negligence of the Depositary. The Depositary undertakes, and any Registrar shall be required
to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or any Registrar.
The Depositary, the Depositary’s Agents, and any Registrar may own and deal in any class of securities of the Corporation and its
affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Corporation and its affiliates.
The Depositary shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of
this Deposit Agreement or of the Receipts, the Depositary Shares or the Stock nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on
behalf of the Corporation and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments.
In the event the Depositary believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other
communication, paper or document received by the Depositary hereunder, or in the administration of any of the provisions of this Deposit Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to
taking, omitting or suffering to take any action hereunder, the Depositary may, in its sole discretion upon written notice to the Corporation, refrain from taking any action and shall be fully protected and shall not be liable in any way to the
Corporation, any holders of Receipts or any other person or entity for refraining from taking such action, unless the Depositary receives written instructions or a certificate signed by the Corporation which eliminates such ambiguity or uncertainty
to the satisfaction of the Depositary or which proves or establishes the applicable matter to the satisfaction of the Depositary. The Depositary shall not be liable to the Corporation or any holder of Receipts, for any action taken by it in
accordance with the written instruction of the Corporation.
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Section 5.4. Resignation and Removal of the Depositary; Appointment of Successor
Depositary.
The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the
Corporation, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided.
The Depositary may at any time be removed by the Corporation by notice of such removal delivered to the Depositary, such removal to take
effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided.
In case
at any time the Depositary acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or
trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after
delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the
Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and
for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such
successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list
of the record holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail or transmit by such other method approved by such successor Depositary,
in its reasonable discretion, notice of its appointment to the record holders of Receipts.
Any entity into or with which the Depositary
may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the
Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.
Section 5.5. Corporate Notices and
Reports.
The Corporation agrees that it will deliver to the Depositary, and the Depositary will, promptly after receipt thereof,
transmit to the record holders of Receipts, in each case at the addresses recorded in the Depositary’s books, copies of all notices and reports (including without limitation financial statements) required by law, by the rules of any national
securities exchange upon which the Stock, the Depositary Shares or the Receipts are listed or by the Corporation’s Fifth Restated Certificate of Incorporation, as amended (including the Certificate of Designations), to be furnished to the
record holders of Receipts. Such transmission will be at the Corporation’s expense and the Corporation will provide the Depositary with such number of copies of such documents as the Depositary may reasonably request. In addition, the
Depositary will transmit to the record holders of Receipts at the Corporation’s expense such other documents as may be requested by the Corporation.
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Section 5.6. Indemnification by the Corporation.
Notwithstanding Section 5.3 to the contrary, the Corporation shall indemnify the Depositary, any Depositary’s Agent and any
Registrar (including each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or expense (including the reasonable out-of-pocket costs and expenses of defending itself) which may arise out of acts performed, suffered or omitted to be taken in connection with this Deposit Agreement and the Receipts by the Depositary, any
Registrar or any of their respective agents (including any Depositary’s Agent) and any transactions or documents contemplated hereby, except for any liability arising out of gross negligence or willful misconduct on the respective parts of any
such person or persons. The obligations of the Corporation set forth in this Section 5.6 shall survive any succession of any Depositary, Registrar or Depositary’s Agent.
Section 5.7. Fees, Charges and Expenses.
The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation for all services rendered by the
Depositary hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the
Depositary in connection with the services rendered by it (or such Depositary’s Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Stock and the initial issuance of the
Depositary Shares, all withdrawals of shares of the Stock by owners of Depositary Shares, and any redemption or exchange of the Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of holders of Depositary Shares evidenced by Receipts. If, at the request of a holder of Receipts,
the Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such holder will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, require a holder of a
Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the
Corporation and the Depositary may agree.
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ARTICLE VI
AMENDMENT AND TERMINATION
Section 6.1. Amendment.
The form of the Receipts and any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between
the Corporation and the Depositary in any respect which they may deem necessary or desirable; provided, however, that no such amendment which shall materially and adversely alter the rights of the holders of Receipts shall be effective unless such
amendment shall have been approved by holders of Receipts representing in the aggregate at least a two-thirds majority of the Depositary Shares then outstanding. Every holder of an outstanding Receipt at the
time any such amendment becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. In no event shall any amendment impair the right,
subject to the provisions of Sections 2.5 and 2.6 and Article III, of any owner of Depositary Shares to surrender any Receipt evidencing such Depositary Shares to the Depositary with instructions to deliver to the holder the Stock and all money and
other property, if any, represented thereby, except in order to comply with mandatory provisions of applicable law or the rules and regulations of any governmental body, agency or commission, or applicable stock exchange.
Section 6.2. Termination.
This Deposit Agreement may be terminated by the Corporation at any time upon not less than 60 days prior written notice to the Depositary, in
which case, at least 30 days prior to the date fixed in such notice for such termination, the Depositary will mail notice of such termination to the record holders of all Receipts then outstanding.
If any Receipts shall remain outstanding after the date of termination of this Deposit Agreement, the Depositary thereafter shall discontinue
the transfer of Receipts, shall suspend the distribution of dividends to the holders thereof and shall not give any further notices (other than notice of such termination) or perform any further acts under this Deposit Agreement, except that the
Depositary shall continue to collect dividends and other distributions pertaining to Stock, shall sell rights, preferences or privileges as provided in this Deposit Agreement and shall deliver the number of whole or fractional shares of Stock and
any money and other property, if any, represented by Receipts upon surrender thereof by the holders thereof. At any time after the expiration of two years from the date of termination, the Depositary may sell Stock then held hereunder at public or
private sale, at such places and upon such terms as it deems proper and may thereafter hold the net proceeds of any such sale, together with any money and other property held by it hereunder, without liability for interest, for the benefit, pro rata
in accordance with their holdings, of the holders of Receipts that have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under this Deposit Agreement except to account for such net
proceeds and money and other property; provided, that Sections 5.3 and 5.6 shall survive the termination of this Deposit Agreement.
This
Deposit Agreement will terminate automatically if (i) all outstanding Depositary Shares have been redeemed pursuant to Section 2.8 or (ii) there shall have been made a final distribution in respect of the Stock in connection with any
liquidation, dissolution or winding up of the Corporation and such distribution shall have been distributed to the holders of Depositary Shares pursuant to Section 4.1 or 4.2, as applicable.
Upon the termination of this Deposit Agreement, the Corporation shall be discharged from all obligations under this Deposit Agreement except
for its obligations to the Depositary, any Depositary’s Agent and any Registrar under Sections 5.6 and 5.7.
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ARTICLE VII
MISCELLANEOUS
Section 7.1. Counterparts.
This Deposit Agreement may be executed in any number of counterparts, and by each of the parties hereto on separate counterparts, each of
which counterparts, when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Deposit Agreement
by facsimile or electronic mail shall be effective as delivery of a manually executed counterpart of this Deposit Agreement.
Section 7.2. Exclusive Benefit of Parties.
This Deposit Agreement is for the exclusive benefit of the parties hereto, and their respective successors hereunder, and shall not be deemed
to give any legal or equitable right, remedy or claim to any other person whatsoever.
Section 7.3. Invalidity of Provisions.
In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby.
Section 7.4. Notices.
Any and all notices to be given to the Corporation hereunder or under the Receipts shall be in writing and shall be deemed to have been duly
given if personally delivered or sent by mail, or by telegram, facsimile transmission or electronic mail confirmed by letter, addressed to the Corporation at
The Charles Schwab Corporation
3000 Schwab Way
Westlake, Texas
76262
Attention: Chief Financial Officer
Facsimile: 415-667-9731
Email: Mike.Verdeschi@schwab.com
Attention: Treasurer
Facsimile: 415-667-8565
Email: adam.goethe@schwab.com
Attention: General Counsel
Facsimile: 415-667-9814
Email: Peter.Morgan@schwab.com
or at any other
addresses of which the Corporation shall have notified the Depositary in writing.
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Any and all notices to be given to the Depositary hereunder or under the Receipts shall be
in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by facsimile transmission confirmed by letter, addressed to the Depositary at the Depositary’s Office at
Equiniti Trust Company, LLC
1110
Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120
Attention: Dan Loeffler
Facsimile No.: 651-552-6942
or at any other address of which the Depositary shall have notified the Corporation in writing.
Any and all notices to be given to any record holder of a Receipt hereunder or under the Receipts shall be in writing and shall be deemed to
have been duly given if personally delivered or sent by mail or facsimile transmission confirmed by letter, addressed to such record holder at the address of such record holder as it appears on the books of the Depositary, or if such holder shall
have timely filed with the Depositary a written request that notices intended for such holder be mailed to some other address, at the address designated in such request.
Delivery of a notice sent by mail or by facsimile transmission shall be deemed to be effected at the time when a duly addressed letter
containing the same (or a confirmation thereof in the case of a facsimile transmission) is deposited, postage prepaid, in a post office letter box. The Depositary or the Corporation may, however, act upon any facsimile transmission received by it
from the other or from any holder of a Receipt, notwithstanding that such facsimile transmission shall not subsequently be confirmed by letter or as aforesaid.
Section 7.5. Depositary’s Agents.
The Depositary may from time to time appoint Depositary’s Agents to act in any respect for the Depositary for the purposes of this
Deposit Agreement and may at any time appoint additional Depositary’s Agents and vary or terminate the appointment of such Depositary’s Agents. The Depositary will promptly notify the Corporation in advance of any such action.
Section 7.6. Appointment of Registrar in Respect of the Receipts.
The Corporation hereby appoints the Depositary as Registrar in respect of the Receipts and the Depositary hereby accepts such appointments.
Section 7.7. Holders of Receipts Are Parties.
The holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions
hereof and of the Receipts by acceptance of delivery thereof.
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Section 7.8. Governing Law.
This Deposit Agreement and the Receipts and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, and
construed in accordance with, the laws of the State of New York, not including the conflict or choice of law rules other than Section 5-1401 of the General Obligations Law. Each party hereby agrees that
any action, suit or proceeding arising out of or relating to this Deposit Agreement or the Receipts, or such rights or provisions, may be brought in or removed to the U.S. District Court for the Southern District of New York or, if that court does
not have subject matter jurisdiction, any state court located in The City and County of New York. Each party hereby accepts, for itself and in respect of its property, generally and unconditionally, to submit to the
non-exclusive jurisdiction of, and venue in, such courts (and courts of appeals therefrom) with respect to any such action, suit or proceeding, and hereby waives the defenses of improper venue or inconvenient
forum with respect thereto.
Section 7.9. Inspection of Deposit Agreement.
Copies of this Deposit Agreement shall be filed with the Depositary and the Depositary’s Agents and shall be open to inspection during
business hours at the Depositary’s Office and the respective offices of the Depositary’s Agents, if any, by any holder of a Receipt.
Section 7.10. Headings.
The headings of articles and sections in this Deposit Agreement and in the form of the Receipt set forth in Exhibit A hereto have been
inserted for convenience only and are not to be regarded as a part of this Deposit Agreement or the Receipts or to have any bearing upon the meaning or interpretation of any provision contained herein or in the Receipts.
Section 7.11. Confidentiality.
The Depositary and the Corporation agree that all books, records, information and data pertaining to the business of the other party,
including, inter alia, personal, non-public holder information, which are exchanged or received pursuant to the negotiation or the carrying out of this Deposit Agreement, shall remain confidential, and shall
not be voluntarily disclosed to any other person, except as may be required by law or legal process.
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IN WITNESS WHEREOF, the Corporation and the Depositary have duly executed this Deposit
Agreement as of the day and year first above set forth, and all holders of Receipts shall become parties hereto by and upon acceptance by them of delivery of Receipts issued in accordance with the terms hereof.
THE CHARLES SCHWAB CORPORATION
By:
/s/ Michael Verdeschi
Name: Michael Verdeschi
Title: Managing Director and Chief Financial Officer
EQUINITI TRUST COMPANY, LLC
By:
/s/ Martin Knapp
Name: Martin Knapp
Title: SVP, Relationship Director
Exhibit A
[FORM OF FACE OF RECEIPT]
Unless this receipt is
presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to The Charles Schwab Corporation or its agent for registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
DEPOSITARY SHARES
1,500,000
DEPOSITARY RECEIPT FOR DEPOSITARY SHARES EACH
REPRESENTING 1/100TH OF ONE SHARE OF 6.100% FIXED-RATE RESET
NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES L
OF
THE CHARLES SCHWAB
CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CUSIP 808513 CM5
SEE REVERSE FOR
CERTAIN DEFINITIONS
Dividend Payment Dates: Beginning on September 1, 2026, March 1, June 1, September 1 and
December 1 of each year.
Equiniti Trust Company, LLC, a limited trust company organized under the laws of the State of New York, as
Depositary (the “Depositary”), hereby certifies that Cede & Co. is the registered owner of ONE MILLION FIVE HUNDRED THOUSAND (1,500,000) DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing
1/100th of one share of 6.100% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L, $0.01 par value, liquidation preference $100,000 per share (the “Stock”), of The Charles
Schwab Corporation, a Delaware corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of April 22, 2026 (the “Deposit
Agreement”), among the Corporation, the Depositary and the holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the holder hereof becomes a party to and agrees to be bound by all the terms and
conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual signature of a
duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual signature of a duly authorized officer thereof.
A-1
This Depositary Receipt is transferable in New York, New York and Saint Paul, Minnesota.
Dated: April 22, 2026
Equiniti Trust Company, LLC, Depositary
By:
Authorized Officer
A-2
[FORM OF REVERSE OF RECEIPT]
THE CHARLES SCHWAB CORPORATION
THE CHARLES SCHWAB CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH HOLDER OF A RECEIPT WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A
COPY OR SUMMARY OF THE CERTIFICATE OF DESIGNATIONS ESTABLISHING THE 6.100% FIXED-RATE RESET NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES L, OF THE CHARLES SCHWAB CORPORATION. ANY SUCH REQUEST IS TO BE
ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT.
The Corporation will furnish without charge to each holder of a receipt who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the
Registrar.
EXPLANATION OF ABBREVIATIONS
The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written
out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used.
Abbreviation
Equivalent Phrase
Abbreviation
Equivalent Phrase
JT TEN
As joint tenants, with right of survivorship and not as tenants in common
TEN BY ENT
As tenants by the entireties
TEN IN COM
As tenants in common
UNIF GIFT MIN ACT
Uniform Gifts to Minors Act
Abbreviation
Equivalent Word
Abbreviation
Equivalent Word
Abbreviation
Equivalent Word
ADM
Administrator(s),
Administratrix
EX
Executor(s), Executrix
PAR
Paragraph
AGMT
Agreement
FBO
For the benefit of
PL
Public Law
ART
Article
FDN
Foundation
TR
(As) trustee(s), for, of
CH
Chapter
GDN
Guardian(s)
U
Under
CUST
Custodian for
GDNSHP
Guardianship
UA
Under agreement
DEC
Declaration
MIN
Minor(s)
UW
Under will of, Of will of, Under last will & testament
EST
Estate, of Estate of
For value received, _____________ hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
A-3
Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint
__________________________________ Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises.
Dated:
NOTICE: The signature to the assignment must correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatsoever.
SIGNATURE GUARANTEED
NOTICE:
The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended.
A-4
Exhibit B
Certificate of Designations
[See
attached]
B-1
EX-5.1
EX-5.1
Filename: d157689dex51.htm · Sequence: 5
EX-5.1
Exhibit 5.1
[WLRK Letterhead]
April 22,
2026
The Charles Schwab Corporation
300 Schwab Way
Westlake, TX 76262
Ladies and Gentlemen:
We have acted as special New York counsel to The Charles Schwab Corporation, a Delaware corporation (the “Issuer”), in
connection with the issuance and sale by the Issuer to the Underwriters (as defined below) of an aggregate of 1,500,000 depositary shares (the “Depository Shares”), each representing 1/100th ownership interest in a share of the
Issuer’s 6.100% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L, par value $0.01 per share (the “Preferred Stock”), with a liquidation preference of $100,000 per
share, pursuant to the Underwriting Agreement (the “Underwriting Agreement”) dated as of April 20, 2026, by and among the Issuer and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC,
Morgan Stanley & Co. LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives (the “Representatives”) of the Underwriters listed on Schedule A to the Underwriting Agreement (the
“Underwriters”), and the Deposit Agreement, dated as of April 22, 2026, among the Issuer, Equiniti Trust Company, LLC (the “Depositary”) and the holders from time to time of the depositary receipts
described therein (the “Deposit Agreement”).
In connection with the opinion set forth herein, we have examined and
relied on originals or copies, certified or otherwise, identified to our satisfaction, of such documents, corporate records, agreements, certificates, and other instruments and such matters of law, in each case, as we have deemed necessary or
appropriate for the purposes of this opinion, including (i) the Registration Statement on Form S-3 (File No. 333-275858) (the “Registration
Statement”), filed by the Issuer with the Securities and Exchange Commission (the “Commission”) on December 1, 2023, the related prospectus dated December 1, 2023, and the preliminary and final prospectus
supplements, each dated April 20, 2026, relating to the Preferred Stock, as filed with the Commission on April 20, 2026 and April 22, 2026, respectively, each filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as
amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”); (ii) the Restated Certificate of Incorporation of the Issuer, as amended and/or restated through the date hereof;
(iii) the Amended and Restated By-laws of the Issuer, as amended and/or restated through the date hereof; (iv) resolutions (or written consents, as applicable) of the Board of Directors of the Issuer
(the “Board”) and the Shelf Securities Pricing Committee of the Board, from meetings held (or actions taken) on October 19, 2023 and April 15, 2026, respectively; (v) the free writing prospectus relating to the
Preferred Stock, dated April 20, 2026 and filed with the Commission pursuant to Rule 433 under the Securities Act; (vi) the Certificate of Designations as filed with the Secretary of State of the State of Delaware on April 22, 2026
(the “Certificate of Designations”); (vii) the Underwriting Agreement; (viii) the stock certificate evidencing the shares of Preferred Stock deposited with the Depositary; (ix) the global depositary receipt evidencing
the Depositary Shares (the “Global Depositary Receipt”); and (x) the Deposit Agreement and form of depositary receipt evidencing the Depositary Shares. We have also conducted such investigations of fact and law as we have
deemed necessary or advisable for purposes of this
The Charles Schwab Corporation
April 22, 2026
Page 2
opinion. In making such examination and rendering the opinion set forth below, we have assumed without verification: (a) the genuineness of all
signatures; (b) the authenticity of all documents submitted to us as originals; (c) the authenticity of the originals of such documents submitted to us as certified copies; (d) the conformity to originals of all documents submitted to
us as copies; (e) the authenticity of the originals of such documents; (f) that all documents submitted to us as certified copies are true and correct copies of such originals; (g) the legal capacity of all individuals executing any
of the foregoing documents; and (h) the truth, accuracy and completeness of the information, representations and warranties contained in the agreements, records, documents, instruments and certificates we have reviewed.
We are members of the Bar of the State of New York, and we do not express any opinion herein concerning any law other than the Delaware
General Corporation Law (including the statutory provisions and all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).
Based upon the foregoing and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:
(1)
The Preferred Stock, when issued and delivered as provided in the Underwriting Agreement, against payment of
the consideration set forth in the Underwriting Agreement, will be validly issued, fully paid and nonassessable.
(2)
The Depositary Shares, when issued in accordance with the terms of the Deposit Agreement and delivered against
payment therefor as set forth in the Underwriting Agreement, will be validly issued and will be entitled to the benefits of the Global Depositary Receipt and the Deposit Agreement.
The opinion set forth above is subject to the effects of (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
and other similar laws relating to or affecting the enforcement of creditors’ rights generally, (b) general equitable principles (whether considered in a proceeding in equity or at law), and (c) an implied covenant of good faith and
fair dealing. Furthermore, the manner in which any particular issue relating to this opinion would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court
involved chooses to exercise the wide discretionary authority generally available to it.
We consent to the filing of a copy of this
opinion as an exhibit to a report on Form 8-K to be filed by the Issuer on the date hereof and its incorporation by reference into the Registration Statement. In addition, we consent to references to us in the
Registration Statement (including the related prospectus and prospectus supplements) under the caption “Legal Matters.” In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required
under Section 7 of the Securities Act. This opinion speaks as of its date, and we undertake no (and hereby disclaim any) obligation to update this opinion.
Very truly yours,
/s/ Wachtell, Lipton, Rosen & Katz
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v3.26.1
Document and Entity Information
Apr. 20, 2026
Document And Entity Information [Line Items]
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Document Type
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Document Period End Date
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Entity File Number
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Entity Tax Identification Number
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Entity Address, Address Line One
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Document And Entity Information [Line Items]
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Document And Entity Information [Line Items]
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