UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 1.01 | Entry Into a Material Definitive Agreement. |
The Charles Schwab Corporation (the “Company”) entered into a purchase agreement (the “Repurchase Agreement”), dated as of July 31, 2022, with TD Luxembourg International Holdings SARL (the “Seller”), an indirect subsidiary of the Toronto-Dominion Bank, to purchase (the “Repurchase”) from the Seller a number of shares of the Company’s nonvoting common stock, par value $0.01 per share (the “Nonvoting Common Stock”), that would result in an aggregate purchase price not in excess of $1,000,000,000, at a price per share to be equal to the price per share at which the Broker (as defined below) is to purchase shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) from the Seller in connection with the Rule 144 Sale (as defined below). The obligations of the Company and the Seller under the Repurchase Agreement were conditioned upon the execution of the Rule 144 Sale. On August 1, 2022, the Company purchased 15,030,813 shares of Nonvoting Common Stock from the Seller pursuant to the Repurchase Agreement.
On August 1, 2022, the Seller sold 13,369,187 shares of Common Stock pursuant to the requirements of Rule 144 of the Securities Act of 1933, as amended (the “Act”) (such sale by the Seller is herein referred to as the “Rule 144 Sale”). The Rule 144 Sale was conducted through an auction-style block trade on August 1, 2022 through a registered broker (the “Broker”).
The foregoing summary of the Repurchase Agreement is qualified by reference to the full text of the Repurchase Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The following exhibits are attached hereto:
| Exhibit No. |
Description of Exhibit | |
| 10.1 | Repurchase Agreement, dated July 31, 2022, between The Charles Schwab Corporation and TD Luxembourg International Holdings SARL | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 3, 2022 | THE CHARLES SCHWAB CORPORATION | |||||
| By: | /s/ Peter Crawford | |||||
| Peter Crawford | ||||||
| Managing Director and Chief Financial Officer | ||||||