嘉信理财美股招股说明书(2026-04-20版)

The Charles Schwab Corporation Depositary Shares, Each Representing a 1/100thInterest in a Share of% Fixed-Rate ResetNon-Cumulative Perpetual Preferred Stock, Series L We are offeringdepositary shares, each representing a 1/100th ownership interest in a share of% Fixed-Rate Reset Non-Cumulative PerpetualPreferred Stock, Series L, $0.01 par value, with a liquidation preference of $100,000 per share (equivalent to $1,000 per depositary share) (the “Series L PreferredStock”). The depositary shares are represented by depositary receipts. As a holder of depositary shares, you will be entitled to all proportional rights and preferences ofthe Series L Preferred Stock (including dividend, voting, redemption and liquidation rights). You must exercise such rights through the depositary. We will pay dividends on the Series L Preferred Stock, when, as, and if declared by our board of directors or a duly authorized committee of our board ofdirectors. Dividends will accrue on a non-cumulative basis quarterly, in arrears, on the 1st day of March, June, September and December of each year, commencing onSeptember1, 2026. Dividends will accrue (i)from the date of original issue to, but excluding June1, 2031 at a fixed rate per annum of%, and (ii)from, andincluding, June1, 2031, during each reset period at a rate per annum equal to the five-year treasury rate as of the most recent reset dividend determination date (asdescribed elsewhere in this prospectus supplement) plus%. Payment of dividends on the Series L Preferred Stock is subject to certain legal, regulatory and otherrestrictions as described elsewhere in this prospectus supplement. Dividends on the Series L Preferred Stock will not be cumulative. If our board of directors or a duly authorized committee of our board of directors does notdeclare a dividend on the Series L Preferred Stock in respect of a dividend period, then no dividend shall be deemed to have accrued for such dividend period, bepayable on the applicable dividend payment date (as defined below), or be cumulative, and we will have no obligation to pay any dividend for that dividend period tothe holder of Series L Preferred Stock, including the depositary, and no related distribution will be made on the depositary shares, whether or not our board of directorsor a duly authorized committee of our board of directors declares a dividend on the Series L Preferred Stock for any future dividend period. We may redeem the Series L Preferred Stock at our option: •in whole or in part, from time to time, on any dividend payment date on or after June1, 2031 at a redemption price equal to $100,000 per share (equivalentto $1,000 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends; or•in whole but not in part, at any time within 90 days following a regulatory capital treatment event (as defined herein), at a redemption price equal to$100,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends. The Series L Preferred Stock will not have any voting rights, except as set forth under “Description of Series L Preferred Stock—Voting Rights” on page S-20. The depositary shares will not be insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality. The depositaryshares will not be savings accounts, deposits or other obligations of any bank. The depositary shares are a new issue of securities with no established trading market. We do not intend to apply for listing of the depositary shares on anysecurities exchange or for inclusion of the depositary shares in any automated dealer quotation system. Investing in the depositary shares involves risks. See “Risk Factors” beginning on page S-12. Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of the depositary shares orthe Series L Preferred Stock or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation tothe contrary is a criminal offense. PerDepositaryShareTotalPublic offering price(1)$$Underwriting discount$$Proceeds, before expenses$$ (1)The public offering price does not include dividends, if any, that may be declared. Dividends, if declared, will accrue from the date of initial issuance, which is, 2026. Joint Book-Running Managers Citigroup Table of Contents TABLE OF CONTENTSPROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTWHERE YOU CAN FIND MORE INFORMATIONFORWARD-LOOKING STATEMENTSSUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF SERIES L PREFERRED STOCKDESCRIPTION OF DEPOSITARY SHARESBOOK-ENTRY ISSUANCECERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSCERTAIN ERISA CONSIDERATIONSUNDERWRITING (CONFLICTS OF INTEREST)NOTICE TO INVESTORSLEGAL MATTERSEXPERTS PROSPECTUS ABOUT THIS PROSPECTUSRISK FACTORSFORWARD-LOOK