**Charles Schwab Completes Secondary Offering and Share Repurchase**

The Charles Schwab Corporation recently disclosed in an 8-K filing with the Securities and Exchange Commission that TD Group US Holdings LLC, an affiliate of The Toronto-Dominion Bank, has concluded a secondary offering. The offering comprised 165,443,530 shares of common stock of The Charles Schwab Corporation at a price of $79.25 per share. Notably, the Company did not earn any proceeds from this transaction.

In alignment with the secondary offering, the Company engaged in an underwriting agreement with TD Securities (USA) LLC and Goldman Sachs & Co. LLC as the underwriters. As part of this agreement, indemnification terms were set to safeguard the underwriters against specific liabilities related to the Securities Act of 1933.

On the same day, The Charles Schwab Corporation completed a repurchase of $1.5 billion of its nonvoting common stock directly from the selling stockholder, in a private transaction. This move, known as the repurchase, was executed at a price per share mirroring the public offering price minus the underwriting discount per share. The repurchase was formalized through a repurchase agreement between the Company and the selling stockholder.

Moreover, the filing detailed the termination of the TD stockholder agreement due to the secondary offering and repurchase activities. This agreement, previously entered into by The Charles Schwab Corporation and TD, concluded as per its stipulated conditions.

In a separate development, the withdrawal of Brian M. Levitt and Bharat B. Masrani from the Company’s board of directors was reported. Their resignations are associated with a reduction in TD’s common ownership percentage below 5%, rendering TD ineligible to designate board members per the agreement terms.

The filing also highlighted the issuance of press releases on February 11th and 12th, 2025, announcing the pricing and closure of the secondary offering. The offering, amounting to 165,443,530 shares at $79.25 per share, resulted in a total purchase value of $13.1 billion. Post this offering and the share repurchase, TD has divested its entire shareholding in The Charles Schwab Corporation.

For interested parties, the company provided access to relevant materials including the Underwriting Agreement dating February 10, 2025, and the Opinion Letter of Wachtell, Lipton, Rosen & Katz. In addition, copies of the press releases detailing the offering and subsequent activities are available as part of the filings.

Furthermore, forward-looking statements and regulatory disclaimers were included in the document, underscoring the risks and uncertainties associated with such financial transactions. Charles Schwab stands as a prominent provider of financial services, with a substantial presence in various sectors of the industry, serving millions of clientele.

This news was unveiled in the filing made on February 12, 2025, detailing significant corporate actions taken by The Charles Schwab Corporation.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Charles Schwab’s 8K filing here.

Charles Schwab Company Profile

The Charles Schwab Corporation, together with its subsidiaries, operates as a savings and loan holding company that provides wealth management, securities brokerage, banking, asset management, custody, and financial advisory services in the United States and internationally. The company operates in two segments, Investor Services and Advisor Services.