Explanatory Note
This Amendment No. 2 (“Amendment No. 2”) hereby amends and supplements the statement of beneficial
ownership on Schedule 13D, initially filed with the Securities and Exchange Commission on October 6, 2020, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on August 3, 2022 (as so amended, the
“Statement”), relating to the common stock, par value $0.01 per share (the “Common Stock”), of The Charles Schwab Corporation, a Delaware corporation (the “Issuer”).
The Amendment No. 2 is being filed by The Toronto-Dominion Bank, a Canadian chartered bank (“TD”), TD Group US Holdings
LLC, a Delaware limited liability company and a wholly-owned subsidiary of TD (“TD GUS”), and TD Luxembourg International Holdings SARL, a private limited liability company existing under the laws of Luxembourg and a wholly-owned
subsidiary of TD GUS (“TD LIH” and, together with TD and TD GUS, the “TD Entities” or the “Reporting Persons”).
Each Item below amends and supplements the information disclosed under the corresponding Item of the Statement. Unless otherwise indicated
herein, capitalized terms used and not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Statement.
Item 2. Identity and Background.
Item 2 of the
Statement is hereby amended by incorporating herein by reference the information set forth on the updated Schedule I attached hereto.
Item 4.
Purpose of Transaction.
Item 4 of the Statement is hereby amended and supplemented by the following:
On August 21, 2024, TD LIH sold pursuant to Rule 144 of the Securities Act of 1933, as amended: (i) 20,250,000 shares of Issuer Common Stock to an
unaffiliated broker-dealer in a block trade at a price of $60.92 per share, and (ii) 20,250,000 shares of Issuer Common Stock in the open market through an affiliated broker-dealer at a price of $61.65 per share.
In connection with the sales described herein, TD LIH entered into a lock-up agreement (the “Lock-Up Agreement”), effective as of August 21, 2024, with each of the broker-dealers described herein, pursuant to which it has agreed, subject to limited exceptions (including certain transactions
by TD and its affiliates in the ordinary course of business and transfers to affiliates), not to, amongst other things, offer, sell, contract to sell, pledge, grant any option to purchase, or otherwise dispose of any shares of Common Stock, or any
securities convertible into or exercisable or exchangeable for Common Stock for a period ending at the close of business 45 days from August 21, 2024. The foregoing description of the Lock-Up Agreement
set forth in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreement, a form of which is filed as an exhibit to this Amendment
No. 2 and incorporated herein by reference.
Effective April 18, 2024, Brian Levitt, former Chair of the board of directors of TD, retired from
the Board of Directors of TD; however, he continues to serve as a member of the Board of the Issuer.
Item 5. Interest in Securities of the
Issuer.
Item 5 of the Statement is hereby amended and restated as follows:
(a) and (b). As of August 21, 2024, the Reporting Persons may be deemed to beneficially own an aggregate of 135,109,332 shares of Common Stock,
representing approximately 7.6% of the outstanding shares of Common Stock (based on the 1,778,444,948 shares of Common Stock outstanding as of July 31, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed on August 8, 2024).
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