The Charles Schwab Corporation Reports Issuance of Series L Preferred Stock Depositary Shares
Summary
The Charles Schwab Corporation (CSC) entered into an Underwriting Agreement on April 20, 2026, with several underwriters, including Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, to sell 1,500,000 depositary shares. Each share represents a 1/100th ownership interest in a share of CSC's 6.100% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L. Concurrently, CSC filed a Certificate of Designations on April 22, 2026, establishing the terms of the Series L Preferred Stock, which include specific dividend, voting, redemption, and liquidation rights. The Deposit Agreement was also dated April 22, 2026, with Equiniti Trust Company, LLC as Depositary, and the terms of the Series L Preferred Stock impose restrictions on CSC's ability to pay dividends on or repurchase common stock if preferred dividends are not declared or set aside.
Why It Matters
This issuance of 1,500,000 depositary shares, representing a new Series L Preferred Stock (via Ex. 5.1), significantly modifies CSC's capital structure and the rights of security holders. The establishment of new dividend, voting, redemption, and liquidation rights for the Series L Preferred Stock, along with restrictions on common stock dividends if preferred dividends are not paid, directly impacts existing common equity investors and future financial flexibility.
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Key Quote
“On April 20, 2026, in connection with the Preferred Issuance, CSC entered into an Underwriting Agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.”
— From Item 8.01
Filing Details
Reported Items
Additional Information
- CIK Number
- 0000316709
- Filing Date
- Wednesday, April 22, 2026
- Filing Time
- 12:00 AM UTC
- Form Type
- 8-K
- Materiality Level
- high
- Sentiment
- neutral