嘉信理财美股招股说明书(2026-06-25版)

% Fixed-to-Floating Rate Senior Notes due 2029 % Fixed-to-Floating Rate Senior Notes due 2029 (the “notes”) to be issued by This is an offering of $aggregate principal amount ofThe Charles Schwab Corporation (“CSC”). The notes will mature on, 2029 (the “maturity date”). Interest on the notes will be paid semi-annually during the fixed rate period (the “fixedrate period”) from and including the original issue date to but excluding, 2028 (the “interest reset date”) in arrears onandof eachyear, and quarterly during the floating rate period (the “floating rate period”) from and including the interest reset date to but excluding the maturity date inarrears; provided that the final interest payment with respect to the final interest period (as defined herein) will be the maturity date. We will make the firstinterest payment on the notes on, 2027. Interest will accrue (i)from and including the original issue date to but excluding the interest reset date at afixed rate of% per annum and (ii)from and including the interest reset date to but excluding the maturity date at a rate equal to compounded SOFR (asdefined under “Description of the Notes—Interest—Floating Rate Interest Period”) applicable to the relevant interest period plus%. 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-6. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or passed uponthe adequacy or accuracy of this 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 orother obligations of any bank. (1)Plus accrued interest, if any, from, 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 itsparticipants, including Euroclear Bank, SA/NV and Clearstream Banking,société anonyme, and its indirect participants, against payment in New York, NewYork on or about, 2026. Joint Book-Running Managers Goldman Sachs & Co. LLC Citigroup 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 SECURITIESEXPERTS Neither we nor the underwriters have authorized anyone to provide any information other than that contained or incorporated byreference in this prospectus supplement or the accompanying prospectus. Neither we nor the underwriters take responsibility for, and canprovide no assurance as to the reliability of, any other information that others may give you. We are not, and the underwriters are not, offering to sell the notes in any jurisdiction where offers or sales are not permitted. Thedistribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain jurisdictions may berestricted by law. Persons outside the United States who come into possession of this prospectus supplement and the accompanying prospectusmust inform themselves about and observe any restrictions relating to the offering of the notes and the distribution of this prospectussupplement and the accompanying prospectus outside the United States. This prospectus supplement and the accompanying prospectus do notconstitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is notauthorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to makesuch offer or solicitation. Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are par