SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Clark Bernard J.
(Last) (First) (Middle)
3000 SCHWAB WAY
(Street)
WESTLAKE TX 76262
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SCHWAB CHARLES CORP [ SCHW ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
MD Head of Advisor Services
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 03/01/2024 A(1) 80,000 A $0 80,000 D
Common Stock 03/04/2024 F(2) 31,239 D $66.3562 0(3) D
Common Stock 170,426.9449(3) I by Trust
Common Stock 3,730.359(4) I by 401(k)
Common Stock 670.496(4) I by ESOP
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Nonqualified Stock Option (right to buy) $66.47 03/01/2024 A 64,956 03/01/2025(5) 03/01/2034 Common Stock 64,956 $0 64,956 D
Explanation of Responses:
1. Shares acquired on the vesting of performance-based restricted stock units ("PBRSUs") granted under the company's 2013 Stock Incentive Plan, reflecting the achievement by the reporting person of the performance goal over a three-year performance period ended December 31, 2023.
2. The company withheld shares of common stock from the reporting person to pay the tax withholding obligations related to the vesting of the PBRSUs.
3. Reflects the contribution of the shares acquired on the vesting of and withholding related to the PBRSUs to a trust.
4. This information is based on a plan statement as of December 31, 2023.
5. The option was granted under the company's 2022 Stock Incentive Plan and vests in four equal annual installments beginning on the first anniversary of the grant date.
Remarks:
Exhibit 24 - Power of Attorney
/s/ P. Blake Allen, Attorney-in-fact 03/05/2024
** 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 Number.
POWER OF ATTORNEY I, Bernard J. Clark, appoint each of P. Blake Allen, Kristopher R. Tate, and Jeffrey E. Salvesen of The Charles Schwab Corporation (the "Company"), signing singly, as my attorney-in-fact to: (1) Execute on my behalf and in my capacity as an officer and/or director of the Company, Forms 3, 4 and 5 (each, a "Form" and together, the "Forms") in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder (2) Perform any and all acts on my behalf that may be necessary or desirable to prepare and execute any Form and timely file or submit such Form with the United States Securities and Exchange Commission and any stock exchange or similar authority; (3) Obtain, as my representative and on my behalf, information regarding transactions in the Company's equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustee, and I authorize any such third party to release any such information to such attorney-in-fact; and (4) Take any other action in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by me, it being understood that the documents executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion. I grant to each such attorney-in-fact full power and authority to do and perform any act necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present. I ratify and confirm all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do by the rights and powers granted by this Power of Attorney. Each attorney-in-fact shall have full power of substitution or revocation. I acknowledge that these attorneys-in-fact, in serving in such capacity at my request, are not assuming, nor is the Company assuming, any of my responsibilities to comply with Section 16 of the Exchange Act, or any associated liability, or any of my liability for disgorgement of profits under Section 16(b) of the Exchange Act. This Power of Attorney shall remain in full force and effect until I am no longer required to file Forms with respect to my holdings of and transactions in securities issued by the Company, unless (i) I earlier revoke it in a signed writing delivered to the Office of the Corporate Secretary of the Company, or (ii) with respect to each individual attorney-in-fact, upon their retirement or termination of employment with the Company, This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney. Dated: January 24, 2024 Bernard J. Clark Classification: Schwab Internal

 
POWER OF ATTORNEY I, Bernard J. Clark, appoint each of P. Blake Allen, Kristopher R. Tate, and Jeffrey E. Salvesen of The Charles Schwab Corporation (the "Company"), signing singly, as my attorney-in-fact to: (1) Execute on my behalf and in my capacity as an officer and/or director of the Company, Forms 3, 4 and 5 (each, a "Form" and together, the "Forms") in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder (2) Perform any and all acts on my behalf that may be necessary or desirable to prepare and execute any Form and timely file or submit such Form with the United States Securities and Exchange Commission and any stock exchange or similar authority; (3) Obtain, as my representative and on my behalf, information regarding transactions in the Company's equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustee, and I authorize any such third party to release any such information to such attorney-in-fact; and (4) Take any other action in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by me, it being understood that the documents executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion. I grant to each such attorney-in-fact full power and authority to do and perform any act necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present. I ratify and confirm all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do by the rights and powers granted by this Power of Attorney. Each attorney-in-fact shall have full power of substitution or revocation. I acknowledge that these attorneys-in-fact, in serving in such capacity at my request, are not assuming, nor is the Company assuming, any of my responsibilities to comply with Section 16 of the Exchange Act, or any associated liability, or any of my liability for disgorgement of profits under Section 16(b) of the Exchange Act. This Power of Attorney shall remain in full force and effect until I am no longer required to file Forms with respect to my holdings of and transactions in securities issued by the Company, unless (i) I earlier revoke it in a signed writing delivered to the Office of the Corporate Secretary of the Company, or (ii) with respect to each individual attorney-in-fact, upon their retirement or termination of employment with the Company, This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney. Dated: January 24, 2024 Bernard J. Clark Classification: Schwab Internal

 
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