嘉信理财美股招股说明书(2025-11-14版)

$1,000,000,000 4.343%Fixed-to-FloatingRate Senior Notes due 2031$1,000,000,000 4.914%Fixed-to-FloatingRate Senior Notes due 2036 This is an offering of $1,000,000,000 aggregate principal amount of 4.343%Fixed-to-FloatingRate Senior Notes due 2031 (the “2031 notes”) and $1,000,000,000 aggregate principalamount of 4.914%Fixed-to-FloatingRate Senior Notes due 2036 (the “2036 notes” and, together with the 2031 notes, the “notes”) to be issued by The Charles Schwab Corporation (“CSC”). The 2031 notes will mature on November14, 2031 (the “2031 notes maturity date”). Interest on the 2031 notes will be paid semi-annually during the fixed rate period (the “2031 notesfixed rate period”) from and including the original issue date to but excluding November14, 2030 (the “2031 notes interest reset date”) in arrears on May14 and November14 of each year,and quarterly during the floating rate period (the “2031 notes floating rate period”) from and including the interest reset date to but excluding the maturity date in arrears; provided that thefinal interest payment with respect to the final interest period (as defined herein) will be the maturity date. We will make the first interest payment on the 2031 notes on May14, 2026. Interestwill accrue (i)from and including the original issue date to but excluding the interest reset date at a fixed rate of 4.343% per annum and (ii)from and including the interest reset date to butexcluding the maturity date at a rate equal to compounded SOFR (as defined under “Description of the Notes—Interest—Floating Rate Interest Periods”) applicable to the relevant interestperiod plus 0.940%. The 2036 notes will mature on November14, 2036 (the “2036 notes maturity date”). Interest on the 2036 notes will be paid semi-annually during the fixed rate period (the “2036 notesfixed rate period”) from and including the original issue date to but excluding November14, 2035 (the “2036 notes interest reset date”) in arrears on May14 and November14 of each year,and quarterly during the floating rate period (the “2036 notes floating rate period” and, together with the 2031 notes floating rate period, the “floating rate periods”) from and including theinterest reset date to but excluding the maturity date in arrears; provided that the final interest payment with respect to the final interest period (as defined herein) will be the maturity date. Wewill make the first interest payment on the 2036 notes on May14, 2026. Interest will accrue (i)from and including the original issue date to but excluding the interest reset date at a fixed rateof 4.914% per annum and (ii)from and including the interest reset date to but excluding the maturity date at a rate equal to compounded SOFR (as defined under “Description of the Notes—Interest—Floating Rate Interest Periods”) applicable to the relevant interest period plus 1.230%. At our option, we may redeem the notes on terms described under the caption “Description of the Notes—Optional Redemption.” We do not intend to apply for listing of the notes on any securities exchange or for inclusion of the notes in any automated dealer quotation system. Currently, there is no public marketfor the notes. Investing in the notes involves risk. See “Risk Factors” beginning on page S-7. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or passed upon the adequacy or accuracy ofthis prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. The notes are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. The notes are not savings accounts, deposits or other obligations of anybank. (1)Plus accrued interest, if any, from November14, 2025 if settlement occurs after that date. The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants, including EuroclearBank, SA/NV and Clearstream Banking,société anonyme, and its indirect participants, against payment in New York, New York on or about November14, 2025. Table of Contents TABLE OF CONTENTSPROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTWHERE YOU CAN FIND MORE INFORMATIONFORWARD-LOOKING STATEMENTSSUMMARYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF THE NOTESCERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSCERTAIN ERISA CONSIDERATIONSUNDERWRITING (CONFLICTS OF INTEREST)NOTICE TO INVESTORSLEGAL MATTERSEXPERTS PROSPECTUS ABOUT THIS PROSPECTUSRISK FACTORSFORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATIONTHE CHARLES SCHWAB CORPORATIONUSE OF PROCEEDSDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF PREFERRED STOCKDESCRIPTION OF DEPOSITARY SHARESDESCRIPTION OF COMMON STOCKDESCRIPTION OF PURCHASE CONTRACTSDESCRIPTION OF WARRANTSDESCRIPTION OF UNITSGLOBAL SECURITIESPLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)VALIDITY OF SECURITIES EXPERTS Neither we nor t