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8-K2026-04-22· grok-4-1-fast-non-reasoning

SCHW-PD · The Charles Schwab Corporation

0001193125-26-170805

SEC filing

Summary

The Charles Schwab Corporation filed a Certificate of Designations for Series L Preferred Stock and entered into an underwriting agreement to issue 1,500,000 Depositary Shares representing 1/100th interests in the preferred stock.

Key takeaways

Full analysis

The Charles Schwab Corporation completed key steps in its preferred stock issuance by filing the Certificate of Designations for 15,000 shares of Series L Preferred Stock on April 22, 2026, establishing specific rights including a $100,000 liquidation preference per share and non-cumulative dividends at 6.100% fixed rate initially. This filing amends the company's articles of incorporation and modifies security holder rights by introducing restrictions that limit payments on junior securities if Series L dividends are unpaid. Concurrently, CSC entered the Underwriting Agreement on April 20, 2026, committing to sell 1,500,000 Depositary Shares—each a 1/100th interest in the underlying preferred—to a syndicate of leading investment banks at $990 per share. The Deposit Agreement with Equiniti Trust Company formalizes the depositary receipt structure, giving holders proportional rights to dividends, voting, redemption, and liquidation. For investors, this perpetual Tier 1-like capital raise strengthens CSC's capital structure while the reset rate mechanism provides market-linked protection post-2031, though non-cumulative nature means skipped dividends do not accrue.