嘉信理财美股招股说明书(2026-08-10版)

$% Fixed-to-Floating Rate Senior Notes due 2032$% Fixed-to-Floating Rate Senior Notes due 2037 This is an offering of $aggregate principal amount of% Fixed-to-Floating Rate Senior Notes due 2032 (the “2032 notes”) and $aggregateprincipal amount of% Fixed-to-Floating Rate Senior Notes due 2037 (the “2037 notes” and, together with the 2032 notes, the “notes”) to be issued by TheCharles Schwab Corporation (“CSC”). The 2032 notes will mature on, 2032 (the “2032 notes maturity date”). Interest on the 2032 notes will be paid semi-annually during the fixedrate period (the “2032 notes fixed rate period”) from and including the original issue date to but excluding, 2031 (the “2032 notes interest reset date”)in arrears onandof each year, and quarterly during the floating rate period (the “2032 notes floating rate period”) from and including the 2032notes interest reset date to but excluding the 2032 notes maturity date in arrears; provided that the final interest payment with respect to the final 2032 notesinterest period (as defined herein) will be the 2032 notes maturity date. We will make the first interest payment on the 2032 notes on, 2027. Interestwill accrue (i)from and including the original issue date to but excluding the 2032 notes interest reset date at a fixed rate of% per annum and (ii)from andincluding the 2032 notes interest reset date to but excluding the 2032 notes maturity date at a rate equal to compounded SOFR (as defined under “Description ofthe Notes—Interest—Floating Rate Interest Periods”) applicable to the relevant interest period plus%. The 2037 notes will mature on, 2037 (the “2037 notes maturity date”). Interest on the 2037 notes will be paid semi-annually during the fixedrate period (the “2037 notes fixed rate period”) from and including the original issue date to but excluding, 2036 (the “2037 notes interest reset date”)in arrears onandof each year, and quarterly during the floating rate period (the “2037 notes floating rate period”) from and including the 2037notes interest reset date to but excluding the 2037 notes maturity date in arrears; provided that the final interest payment with respect to the final 2037 notesinterest period (as defined herein) will be the 2037 notes maturity date. We will make the first interest payment on the 2037 notes on, 2027. Interestwill accrue (i)from and including the original issue date to but excluding the 2037 notes interest reset date at a fixed rate of% per annum and (ii)from andincluding the 2037 notes interest reset date to but excluding the 2037 notes maturity date at a rate equal to compounded SOFR (as defined under “Description ofthe Notes—Interest—Floating Rate Interest Periods”) 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 oursenior 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-7. 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 information in this preliminary prospectus supplement is not complete and may be changed. Neither this preliminary prospectus supplement northe accompanying prospectus is an offer to sell nor is it an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.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 WellsFargoSecurities 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 CORPORATI