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SCHEDULE 13D/A 0001193125-20-270956 0000947263 XXXXXXXX LIVE 3 Common Stock, par value $0.01 per share 02/10/2025 false 0000316709 808513105 The Charles Schwab Corporation 3000 SCHWAB WAY WESTLAKE TX 76262 Jane Langford, Esq. (856) 751-2721 The Toronto-Dominion Bank Toronto-Dominion Centre P.O. Box 1 Toronto A6 M5K IA2 Lee Meyerson, Esq. (212) 455-2000 Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York NY 10017 Ravi Purushotham, Esq. (212) 455-2000 Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York NY 10017 0000947263 N The Toronto-Dominion Bank b OO N Z4 1329350 0 1329350 0 1329350 N 0.1 BK Y TD Group US Holdings LLC b OO N DE 0 0 0 0 0 N 0 OO Common Stock, par value $0.01 per share The Charles Schwab Corporation 3000 SCHWAB WAY WESTLAKE TX 76262 This Amendment No. 3 ("Amendment No. 3") hereby amends and supplements the statement of beneficial ownership on Schedule 13D, initially filed with the Securities and Exchange Commission ("SEC") on October 6, 2020, as amended by Amendment No. 1 filed with the SEC on August 3, 2022, as amended by Amendment No. 2 filed with the SEC on August 23, 2024 (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. 3 is being filed by The Toronto-Dominion Bank, a Canadian chartered bank ("TD"), and TD Group US Holdings LLC, a Delaware limited liability company and a wholly-owned subsidiary of TD ("TD GUS" and, together with TD, the "TD Entities" or the "Reporting Persons"). This Amendment No. 3 reflects, among other things: (i) on October 28, 2024, TD completed an internal restructuring transaction which involved the transfer of the Issuer securities held by TD Luxembourg International Holdings SARL ("TD LIH"), a wholly owned subsidiary of TD GUS, to TD US Newco 4 LLC, a wholly owned subsidiary of TD GUS ("TD Newco"), and the liquidation and dissolution of TD LIH (the "2024 Internal Restructuring Transaction"), (ii) on February 7, 2025, TD completed an internal restructuring transaction which involved the transfer of the Issuer securities held by TD Newco to its parent, TD GUS, and (iii) the transactions described herein. Each Item herein 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. 3 shall have the same meanings ascribed to them in the Statement. Item 2 of the Statement is hereby amended by (i) incorporating herein by reference the information set forth on the updated Schedule I attached hereto and (ii) removing TD LIH as a Reporting Person as a result of the 2024 Internal Restructuring Transaction described above. Item 4 of the Statement is hereby amended and supplemented by the following: On February 10, 2025, in connection with a registered secondary public offering (the "Secondary Offering") of Common Stock, TD GUS, the Issuer and the underwriters party thereto (the "Underwriters"), entered into an underwriting agreement (the "Underwriting Agreement") pursuant to which TD GUS agreed to sell to the Underwriters, and the Underwriters agreed to purchase from TD GUS, subject to and upon the terms and conditions set forth therein, 133,785,043 shares of Common Stock and 31,658,487 shares of the Issuer's Nonvoting Common Stock, at a price to the public of $79.25 per share, less the underwriting discount of $1.268 per share. The Secondary Offering was completed on February 12, 2025. In connection with and subject to the Secondary Offering, the Issuer agreed to repurchase and TD GUS agreed to sell to the Issuer, pursuant to a repurchase agreement dated as of February 9, 2025, 19,235,208 shares of the Issuer's Nonvoting Common Stock, at a price equal to $77.982, being the price per share TD GUS received from the Underwriters pursuant to the Secondary Offering (the "Share Repurchase"). The Share Repurchase was completed on February 12, 2025. Items 5(a)-(c) of the Statement are hereby amended and restated as follows: As of the date hereof, TD may be deemed to beneficially own an aggregate of 1,329,350 shares of Common Stock, representing approximately 0.1% of the outstanding shares of Common Stock (based on the 1,779,662,088 shares of Common Stock outstanding as of October 31, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed on November 8, 2024). The 1,329,350 shares of Common Stock reported herein as beneficially owned by TD reflect shares of Common Stock that may, as of February 10, 2025, be deemed to be beneficially owned directly by TD or indirectly through subsidiaries in connection with TD's banking, securities, derivatives, asset management or similar businesses, including in client, brokerage and investment accounts. TD GUS does not beneficially own any shares of Common Stock. Except for Ms. Tower, Ms. Maidment, Mr. Shpilsky, and Ms. Goggins, none of the individuals listed on Schedule I beneficially own any shares of Common Stock. Ms. Tower beneficially owns 304 shares of Common Stock, Ms. Maidment beneficially owns 20,158 shares of Common Stock, Mr. Shpilsky beneficially owns 1,269 shares of Common Stock, and Ms. Goggins beneficially owns 1,067.494 shares of Common Stock. See Item 5(a) above. Except as otherwise described in Item 4 of this Statement and the other transactions described in Schedule II attached hereto, which presents information as of February 10, 2025, none of the TD Entities nor, to the best of the TD Entities' knowledge, any of the individuals named in Schedule I attached hereto, has engaged in any transaction in shares of Common Stock in the past 60 days. Item 5(e) of the Statement is hereby amended and restated as follows: As a result of the 2024 Internal Restructuring Transaction described above, as of October 28, 2024, TD LIH ceased to beneficially own more than five percent of the Issuer's outstanding shares of Common Stock. As of February 12, 2025, the Reporting Persons ceased to beneficially own more than five percent of the Issuer's outstanding shares of Common Stock. Item 6 of the Statement is hereby amended and supplemented by the following: The information set forth in Item 4 of this Amendment No. 3 is incorporated by reference in its entirety into this Item 6. Other Arrangements TD and certain of its subsidiaries may, from time to time and in the ordinary course of TD's securities, derivatives, and similar businesses, borrow, lend, and/or sell short shares of Common Stock. As of February 10, 2025, TD and such subsidiaries were short 974 shares of Common Stock in the aggregate. The Toronto-Dominion Bank /s/ Renu Gupta Renu Gupta, Senior Vice President, Corporate Development, Enterprise Strategy and Chief Financial Officer, TD Securities 02/12/2025 TD Group US Holdings LLC /s/ Mark Chauvin Mark Chauvin, President and Chief Executive Officer 02/12/2025