FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Schwab-Pomerantz Carolyn 2. Issuer Name and Ticker or Trading Symbol SCHWAB CHARLES CORP [ SCHW ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)
3000 SCHWAB WAY
3. Date of Earliest Transaction (MM/DD/YYYY)
11/1/2022
(Street)
WESTLAKE, TX 76262
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock  11/1/2022    F(1)    657  D $80.255  8220 (2) D   
Common Stock  11/1/2022    S(3)    6270  D $79.8187  1739556.6599  I  by Trust 
Common Stock  11/2/2022    F(1)    141  D $79.50  7783 (4) D   
Common Stock  11/2/2022    S(5)    6270  D $79.2925  1733852.6599  I  by Trust 
Common Stock                 596456  I  by Spouse as Trustee 
Common Stock                 2798  I  by LLC 
Common Stock                 1456.99 (6) I  by 401(k) 
Common Stock                 3112.62 (6) I  by ESOP 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  Shares withheld for taxes upon the settlement of Restricted Stock Units granted to the reporting person.
(2)  Excludes 1,378 shares previously owned directly that were transferred to a trust on November 1, 2022.
(3)  This transaction was executed in multiple trades at prices ranging from $79.745 to $79.88. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(4)  Excludes 296 shares previously owned directly that were transferred to a trust on November 2, 2022.
(5)  This transaction was executed in multiple trades at prices ranging from $79.25 to $79.32. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(6)  This information is based on a plan statement as of September 30, 2022.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Schwab-Pomerantz Carolyn
3000 SCHWAB WAY
WESTLAKE, TX 76262
X



Signatures
/s/ Kristopher R. Tate, Attorney-in-fact 11/3/2022
**Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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