Current Report Filing (8-k)
August 24 2021 - 5:02PM
Edgar (US Regulatory)
SCHWAB CHARLES CORP Depositary Shares, each representing a 1/40th ownership interest in a share of 4.450% Non-Cumulative Preferred Stock, Series J false 0000316709 0000316709 2021-08-24 2021-08-24 0000316709 us-gaap:CommonStockMember 2021-08-24 2021-08-24 0000316709 us-gaap:SeriesDPreferredStockMember 2021-08-24 2021-08-24 0000316709 schw:DepositarySharesEachRepresentingA140supStylefontSize85TextAlignCentermarginautoVerticalAligntopthsupOwnershipInterestInAShareOf4.450NonCumulativePreferredStockSeriesJMember 2021-08-24 2021-08-24
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): August 24, 2021
The Charles Schwab Corporation
(Exact name of registrant as specified in its charter)
Commission File Number: 1-9700
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Delaware
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94-3025021
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(State or other jurisdiction
of incorporation)
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(I.R.S. Employer
Identification No.)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock - $.01 par value per share
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SCHW
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New York Stock Exchange
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Depositary Shares, each representing a 1/40th ownership interest in a share of 5.95% Non-Cumulative Preferred Stock, Series D
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SCHW PrD
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New York Stock Exchange
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Depositary Shares, each representing a 1/40th ownership interest in a share of 4.450% Non-Cumulative Preferred Stock, Series J
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SCHW PrJ
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New York Stock Exchange
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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. ☐
On August 24, 2021, The Charles Schwab Corporation (“CSC”) issued a press release announcing the commencement of CSC’s offers to exchange certain outstanding series of notes (collectively, the “Old Notes”) issued by TD Ameritrade Holding Corporation for new notes to be issued by CSC with the same respective interest rates and maturity dates (the “CSC Notes”), and the solicitation of consents from the holders of the Old Notes for the adoption of certain proposed amendments to the indentures governing the Old Notes.
This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, the CSC Notes, it does not constitute an offer to purchase, or a solicitation of an offer to sell, the Old Notes, and it shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.
A copy of the press release is furnished as Exhibit 99.1 to this report.
Item 9.01
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Financial Statements and Exhibits
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104
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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.
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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.
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THE CHARLES SCHWAB CORPORATION
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Date: August 24, 2021
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By:
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/s/ Peter Crawford
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Peter Crawford
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Executive Vice President and Chief Financial Officer
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