SCHW-J Charles Schwab Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

The Charles Schwab Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

808513105

(CUSIP Number)

Jane Langford, Esq.

The Toronto-Dominion Bank

Toronto-Dominion Centre

P.O. Box 1

Toronto, Ontario M5K IA2

(856) 751-2721

Copy to:

Lee Meyerson, Esq.

Ravi Purushotham, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

(212) 455-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 21, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies of this statement are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

2

3

4

Explanatory Note

This Amendment No. 2 (“Amendment No. 2”) hereby amends and supplements the statement of beneficial ownership on Schedule 13D, initially filed with the Securities and Exchange Commission on October 6, 2020, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on August 3, 2022 (as so amended, the “Statement”), relating to the common stock, par value $0.01 per share (the “Common Stock”), of The Charles Schwab Corporation, a Delaware corporation (the “Issuer”).

The Amendment No. 2 is being filed by The Toronto-Dominion Bank, a Canadian chartered bank (“TD”), TD Group US Holdings LLC, a Delaware limited liability company and a wholly-owned subsidiary of TD (“TD GUS”), and TD Luxembourg International Holdings SARL, a private limited liability company existing under the laws of Luxembourg and a wholly-owned subsidiary of TD GUS (“TD LIH” and, together with TD and TD GUS, the “TD Entities” or the “Reporting Persons”).

Each Item below amends and supplements the information disclosed under the corresponding Item of the Statement. Unless otherwise indicated herein, capitalized terms used and not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Statement.

Item 2. Identity and Background.

Item 2 of the Statement is hereby amended by incorporating herein by reference the information set forth on the updated Schedule I attached hereto.

Item 4. Purpose of Transaction.

Item 4 of the Statement is hereby amended and supplemented by the following:

On August 21, 2024, TD LIH sold pursuant to Rule 144 of the Securities Act of 1933, as amended: (i) 20,250,000 shares of Issuer Common Stock to an unaffiliated broker-dealer in a block trade at a price of $60.92 per share, and (ii) 20,250,000 shares of Issuer Common Stock in the open market through an affiliated broker-dealer at a price of $61.65 per share.

In connection with the sales described herein, TD LIH entered into a lock-up agreement (the “Lock-Up Agreement”), effective as of August 21, 2024, with each of the broker-dealers described herein, pursuant to which it has agreed, subject to limited exceptions (including certain transactions by TD and its affiliates in the ordinary course of business and transfers to affiliates), not to, amongst other things, offer, sell, contract to sell, pledge, grant any option to purchase, or otherwise dispose of any shares of Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock for a period ending at the close of business 45 days from August 21, 2024. The foregoing description of the Lock-Up Agreement set forth in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreement, a form of which is filed as an exhibit to this Amendment No. 2 and incorporated herein by reference.

Effective April 18, 2024, Brian Levitt, former Chair of the board of directors of TD, retired from the Board of Directors of TD; however, he continues to serve as a member of the Board of the Issuer.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Statement is hereby amended and restated as follows:

(a) and (b). As of August 21, 2024, the Reporting Persons may be deemed to beneficially own an aggregate of 135,109,332 shares of Common Stock, representing approximately 7.6% of the outstanding shares of Common Stock (based on the 1,778,444,948 shares of Common Stock outstanding as of July 31, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed on August 8, 2024).

5

TD LIH is the record and beneficial owner of 133,785,043 shares of Common Stock. TD GUS, as the sole owner of TD LIH, and TD, as the sole owner of TD GUS, may be deemed to be the beneficial owners of the shares of Common Stock held by TD LIH.

The 135,109,332 shares of Common Stock reported herein as beneficially owned by TD include 1,324,289 shares of Common Stock that may, as of August 21, 2024, be deemed to be beneficially owned directly by TD or indirectly through subsidiaries in connection with TD’s banking, securities, derivatives, asset management or similar businesses, including in client, brokerage and investment accounts.

Except for Ms. Tower, Ms. Maidment, Mr. Masrani, and Ms. Goggins, none of the individuals listed on Schedule I beneficially own any shares of Common Stock. Ms. Tower beneficially owns 303 shares of Common Stock, Ms. Maidment beneficially owns 30,158 shares of Common Stock, Mr. Masrani beneficially owns 2,497 shares of Common Stock, and Ms. Goggins beneficially owns 1,060.1364 shares of Common Stock. In addition, Mr. Masrani has received the following awards in connection with his role as director of the Issuer: (i) 4,708 restricted stock units, each of which represents a contingent right to receive one share of Common Stock, and (ii) options to purchase, in the aggregate, 20,296 shares of Common Stock (which options have vested and are exercisable with respect to 9,350 shares of Common Stock but not yet with respect to the remaining 10,946).

The shares of Common Stock reported as beneficially owned herein exclude the 50,893,695 shares of the Issuer’s Nonvoting Common Stock held by TD LIH.

(c). Except as otherwise described in Item 4 of this Statement and the other transactions described in Schedule II attached hereto, which presents information as of August 21, 2024, none of the TD Entities nor, to the best of the TD Entities’ knowledge, any of the individuals named in Schedule I attached hereto, has engaged in any transaction in shares of Common Stock in the past 60 days.

(d) and (e). Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Statement is hereby amended and supplemented by the following:

The information set forth in Item 4 of this Amendment No. 2 is incorporated by reference in its entirety into this Item 6.

Other Arrangements

TD and certain of its subsidiaries may, from time to time and in the ordinary course of TD’s securities, derivatives, and similar businesses, borrow, lend, and/or sell short shares of Common Stock. As of August 21, 2024, TD and such subsidiaries were short 1,263 shares of Common Stock in the aggregate.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Statement is hereby amended and supplemented as follows:

6

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 23, 2024

SCHEDULE I

INFORMATION RELATING TO THE DIRECTORS AND EXECUTIVE OFFICERS

OF TD AND TD LIH

TD LUXEMBOURG INTERNATIONAL HOLDINGS SARL

DIRECTORS

SCHEDULE II

Additional 60 Day Trading History

The below trades were effected in the open market by TD directly or indirectly through subsidiaries in connection with TD’s banking, securities, derivatives, asset management or similar businesses, including in client, brokerage and investment accounts.

Exhibit 5

August 21, 2024

[•]

Ladies and Gentlemen:

For a period of 45 days beginning on the date hereof (the “Lock-Up Period”), the undersigned securityholder will not, and will not cause or direct any of its affiliates to, (1) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of common stock, par value $0.01 per share (“Common Stock”) of The Charles Schwab Corporation (the “Company”), or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company, including without limitation any such shares, options, warrants or other securities now owned or hereinafter acquired by such securityholder or (2) engage in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any shares of Common Stock of the Company.

The foregoing shall not restrict transactions by the undersigned or affiliates thereof (i) in trust, managed, brokerage, custodial, nominee or other customer accounts; (ii) in mutual funds, open or closed end investment funds or other pooled investment vehicles (including limited partnerships and limited liability companies) sponsored, managed and/or advised or subadvised by the undersigned or its affiliates; or (iii) otherwise in the ordinary course of their securities, commodities, derivatives, asset management, banking or similar businesses.

The foregoing also shall not restrict transactions in which the Company repurchases shares of its Common Stock (and/or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company, including shares of the Company’s nonvoting common stock) directly from the undersigned.

In addition, notwithstanding the foregoing, the undersigned may transfer its shares of Common Stock of the Company (and/or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company, including shares of the Company’s nonvoting common stock) (i) as a distribution to members or stockholders of the undersigned, (ii) to any affiliate of the undersigned or to any other entity controlled or managed by the undersigned, (iii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) and (ii) immediately above, (iv) pursuant to an order of a court or regulatory agency, or (v) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction in each case made to all holders of shares of the Company’s Common Stock, provided, that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the undersigned’s shares of Common Stock shall remain subject to the provisions set forth herein, and provided, that in the case of each transfer or distribution pursuant to clauses (i) through (iii) immediately above, each distributee or transferee, as the case may be, agrees to be bound in writing by the restrictions set forth herein.

[Signature Page Follows]