嘉信理财美股招股说明书(2026-05-20版)

The Charles Schwab Corporation $1,000,000,000 4.744% Fixed-to-Floating Rate Senior Notes due 2030$1,250,000,000 5.493% Fixed-to-Floating Rate Senior Notes due 2037 This is an offering of $1,000,000,000 aggregate principal amount of 4.744% Fixed-to-Floating Rate Senior Notes due 2030 (the “2030 notes”) and $1,250,000,000 aggregate principal amount of5.493% Fixed-to-Floating Rate Senior Notes due 2037 (the “2037 notes” and, together with the 2030 notes, the “notes”) to be issued by The Charles Schwab Corporation (“CSC”). The 2030 notes will mature on May21, 2030 (the “2030 notes maturity date”). Interest on the 2030 notes will be paid semi-annually during the fixed rate period (the “2030 notes fixed rate period”)from and including the original issue date to but excluding May21, 2029 (the “2030 notes interest reset date”) in arrears on May21 and November21 of each year, and quarterly during the floating rateperiod (the “2030 notes floating rate period”) from and including the 2030 notes interest reset date to but excluding the 2030 notes maturity date in arrears; provided that the final interest payment withrespect to the final 2030 notes interest period (as defined herein) will be the 2030 notes maturity date. We will make the first interest payment on the 2030 notes on November21, 2026. Interest will accrue(i)from and including the original issue date to but excluding the 2030 notes interest reset date at a fixed rate of 4.744% per annum and (ii)from and including the 2030 notes interest reset date to butexcluding the 2030 notes 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 0.780%. The 2037 notes will mature on May21, 2037 (the “2037 notes maturity date”). Interest on the 2037 notes will be paid semi-annually during the fixed rate period (the “2037 notes fixed rate period”)from and including the original issue date to but excluding May21, 2036 (the “2037 notes interest reset date”) in arrears on May21 and November21 of each year, and quarterly during the floating rateperiod (the “2037 notes floating rate period” and, together with the 2030 notes floating rate period, the “floating rate periods”) from and including the 2037 notes interest reset date to but excluding the2037 notes maturity date in arrears; provided that the final interest payment with respect to the final 2037 notes interest period (as defined herein) will be the 2037 notes maturity date. We will make thefirst interest payment on the 2037 notes on November21, 2026. Interest will accrue (i)from and including the original issue date to but excluding the 2037 notes interest reset date at a fixed rate of5.493% per annum and (ii)from and including the 2037 notes interest reset date to but excluding the 2037 notes maturity date at a rate equal to compounded SOFR applicable to the relevant interestperiod plus 1.280%. At our option, we may redeem the notes on terms described under the caption “Description of the Notes—Optional Redemption.” The notes will be our senior unsecured obligations, ranking equally with all of our other unsecured senior indebtedness. 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 market for the notes. Investing in the notes involves risk. See “Risk Factors” beginning on page S-8. 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 of thisprospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. (1)Plus accrued interest, if any, from May21, 2026 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 Euroclear Bank, SA/NVand Clearstream Banking,société anonyme, and its indirect participants, against payment in New York, New York on or about May21, 2026. 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 SECURITIESE