TD Ameritrade Holding DEFM14AProxy related to merger

SUMMARY

This summary highlights selected information from this joint proxy statement/prospectus. It may not contain all of the information that is important to you. You are urged to read carefully the entire joint proxy statement/prospectus and the other documents referred to or incorporated by reference into this joint proxy statement/prospectus in order to fully understand the merger agreement and the merger. See “Where You Can Find More Information” beginning on page 241 of this joint proxy statement/prospectus. Each item in this summary refers to the page of this joint proxy statement/prospectus on which that subject is discussed in more detail.

The Companies (See Page84)

The Charles Schwab Corporation

Schwab is a savings and loan holding company, headquartered in San Francisco, California. Schwab was incorporated in the State of Delaware in 1986 and engages, through its subsidiaries, in wealth management, securities brokerage, banking, asset management, custody, and financial advisory services. At December 31, 2019, Schwab had $4.04 trillion in client assets, 12.3 million active brokerage accounts, 1.7 million corporate retirement plan participants, and 1.4 million banking accounts.

Principal business subsidiaries of Schwab include the following:

Schwab provides financial services to individuals and institutional clients through two segments – Investor Services and Advisor Services. The Investor Services segment provides retail brokerage and banking services to individual investors, and retirement plan services, as well as other corporate brokerage services, to businesses and their employees. The Advisor Services segment provides custodial, trading, banking, and support services, as well as retirement business services, to independent registered investment advisors, which are referred to in this joint proxy statement/prospectus as RIAs, independent retirement advisors, and recordkeepers.

Schwab was incorporated in the State of Delaware on November 25, 1986. The principal trading market for Schwab common stock (NYSE: SCHW) is the NYSE. The principal executive offices of Schwab are located at 211 Main Street, San Francisco, California 94105; its telephone number is (415)667-7000; and its website is www.schwab.com.

This joint proxy statement/prospectus incorporates important business and financial information about Schwab from other documents that are not included in or delivered with this joint proxy statement/prospectus. For a list of the documents that are incorporated by reference, see “Where You Can Find More Information” beginning on page 241 of this joint proxy statement/prospectus.

TD Ameritrade Holding Corporation

TD Ameritrade is a leading provider of securities brokerage services and related technology-based financial services to retail clients and RIAs. TD Ameritrade provides services to individual retail investors and traders and

to RIAs predominantly through the Internet, a national branch network and relationships with RIAs. TD Ameritrade uses its platform to offer brokerage services to retail investors and traders under a simple, low cost structure and brokerage custodial services to RIAs.

TD Ameritrade has been an innovator in electronic brokerage services since entering the retail securities brokerage business in 1975. TD Ameritrade believes that it was the first brokerage firm to offer the following products and services to retail clients: touch-tone trading; trading over the Internet; mobile trading; unlimited, streaming, free real-time quotes; extended trading hours; direct access to market destinations; commitment on the speed of order execution; and trading of select securities 24 hours a day, five days a week. Over the years the number of brokerage accounts, RIA relationships, average daily trading volume and total assets in client accounts have substantially increased. TD Ameritrade has also built, and continues to invest in, a proprietary trade processing platform that is both cost-efficient and highly scalable, significantly lowering its operating costs per trade. In addition, TD Ameritrade has made significant investments in building the TD Ameritrade brand.

TD Ameritrade was originally incorporated in the State of Delaware on April 1, 2002. The principal trading market for TD Ameritrade common stock (NASDAQ: AMTD) is NASDAQ. TD Ameritrade’s principal executive offices are located at 200 South 108th Avenue, Omaha, Nebraska 68154; its telephone number is (800)669-3900; and its website is www.tdameritrade.com.

This joint proxy statement/prospectus incorporates important business and financial information about TD Ameritrade from other documents that are not included in or delivered with this joint proxy statement/prospectus. For a list of the documents that are incorporated by reference, see “Where You Can Find More Information” beginning on page 241 of this joint proxy statement/prospectus.

Americano Acquisition Corp.

Americano Acquisition Corp., which is referred to in this joint proxy statement/prospectus as Merger Sub, is a wholly owned subsidiary of Schwab. Merger Sub was formed solely for the purpose of completing the merger. Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the merger.

Merger Sub was incorporated in the State of Delaware on November 19, 2019. The principal executive offices of Merger Sub are located at 211 Main Street, San Francisco, California 94105, and its telephone number is (415)667-7000.

The Merger (See Page100)

Schwab, Merger Sub and TD Ameritrade have entered into the merger agreement. Subject to the terms and conditions of the merger agreement and in accordance with applicable law, Merger Sub will be merged with and into TD Ameritrade, with TD Ameritrade continuing as the surviving corporation. Upon completion of the merger, TD Ameritrade will be a wholly owned subsidiary of Schwab, and TD Ameritrade common stock will be delisted from NASDAQ and deregistered under the Securities Exchange Act of 1934, as amended, which is referred to in this joint proxy statement/prospectus as the Exchange Act.

A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus.You should read the merger agreement carefully because it is the legal document that governs the merger. 

The following diagrams illustrate in simplified terms the current structure of Schwab and TD Ameritrade, the merger and the structure of the combined company following the consummation of the merger.

Simplified Structure Prior to the Merger

The Merger

Simplified Structure Immediately Following the Merger

The TD Ameritrade Special Meeting (See Page92)

Meeting. The TD Ameritrade special meeting will be held exclusively online via live audio webcast on June 4, 2020, at 2:00 p.m., Eastern time. Due to public health concerns regarding the coronavirus (COVID-19) and the importance of ensuring the health and safety of TD Ameritrade’s directors, officers, employees and stockholders, there will not be a physical meeting location, and TD Ameritrade stockholders will not be able to attend the TD Ameritrade special meeting in person. The TD Ameritrade special meeting can be accessed by visiting the TD Ameritrade meeting website at www.virtualshareholdermeeting.com/AMTD2020, where TD Ameritrade stockholders will be able to listen to the meeting, submit questions and vote online. TD Ameritrade stockholders will need the 16-digit control number included on your proxy card or voting instruction form to join the TD Ameritrade special meeting. At the TD Ameritrade special meeting, TD Ameritrade stockholders will be asked to consider and vote on the following:

Record Date. The TD Ameritrade board of directors has fixed the close of business on April 27, 2020 as the record date for the determination of the TD Ameritrade stockholders entitled to vote at the TD Ameritrade special meeting or any adjournment or postponement of the TD Ameritrade special meeting. Only holders of

record of TD Ameritrade common stock as of the close of business on the TD Ameritrade record date are entitled to receive notice of, and to vote at, the TD Ameritrade special meeting or any adjournment or postponement thereof. As of the close of business on the TD Ameritrade record date, there were 540,924,139 shares of TD Ameritrade common stock outstanding and entitled to vote at the TD Ameritrade special meeting, held by approximately 573 holders of record.

Quorum. TD Ameritrade’sby-laws provide that the holders of a majority of the voting power of all outstanding shares of capital stock of TD Ameritrade entitled to vote, present via the TD Ameritrade meeting website or represented by proxy, will constitute a quorum for the transaction of business at the TD Ameritrade special meeting. Abstentions will count for the purpose of determining the presence of a quorum for the transaction of business at the TD Ameritrade special meeting. Shares of TD Ameritrade common stock held in “street name” with respect to which the beneficial owner fails to give voting instructions to the broker, bank, nominee or other holder of record, and shares of TD Ameritrade common stock with respect to which the beneficial owner otherwise fails to vote, will not be deemed present at the TD Ameritrade special meeting for the purpose of determining the presence of a quorum. Failure of a quorum to be present at the TD Ameritrade special meeting will necessitate an adjournment or postponement of the meeting and will subject TD Ameritrade to additional expense. 

Required Vote. Approval and adoption of the merger agreement requires the affirmative vote of (i) the holders of a majority of the shares of TD Ameritrade common stock outstanding and entitled to vote at the TD Ameritrade special meeting and (ii) the holders (other than TD Bank, the significant TD Ameritrade stockholders and their respective affiliates) of a majority of the shares of TD Ameritrade common stock (other than shares of TD Ameritrade common stock held by TD Bank, the significant TD Ameritrade stockholders and their respective affiliates) outstanding and entitled to vote at the TD Ameritrade special meeting. Accordingly, a TD Ameritrade stockholder’s abstention from voting, the failure of a TD Ameritrade stockholder who holds his or her shares in “street name” through a broker, bank, nominee or other holder of record to give voting instructions to that broker, bank, nominee or other holder of record or a TD Ameritrade stockholder’s other failure to vote will have the same effect as a vote “AGAINST” the approval and adoption of the merger agreement.TD Ameritrade cannot complete the merger unless TD Ameritrade stockholders approve and adopt the merger agreement.

To approve, on anon-binding, advisory basis, the TD Ameritrade merger-related compensation proposal, the affirmative vote of the holders of a majority of the total shares of TD Ameritrade common stock present at the TD Ameritrade special meeting via the TD Ameritrade meeting website or represented by proxy and voting on the matter at the TD Ameritrade special meeting, assuming a quorum is represented at the meeting, is required. Accordingly, assuming a quorum is present, a TD Ameritrade stockholder’s abstention from voting, the failure of a TD Ameritrade stockholder who holds his or her shares in “street name” through a broker, bank, nominee or other holder of record to give voting instructions to that broker, bank, nominee or other holder of record or a TD Ameritrade stockholder’s other failure to vote will have no effect on the outcome of any vote to approve the TD Ameritrade merger-related compensation proposal.

To approve the TD Ameritrade adjournment proposal, the affirmative vote of the holders of a majority of the total shares of TD Ameritrade common stock present at the TD Ameritrade special meeting via the TD Ameritrade meeting website or represented by proxy and voting on the matter at the TD Ameritrade special meeting, assuming a quorum is represented at the meeting, is required. Accordingly, assuming a quorum is present, a TD Ameritrade stockholder’s abstention from voting, the failure of a TD Ameritrade stockholder who holds his or her shares in “street name” through a broker, bank, nominee or other holder of record to give voting instructions to that broker, bank, nominee or other holder of record or a TD Ameritrade stockholder’s other failure to vote will have no effect on the outcome of any vote to approve the TD Ameritrade adjournment proposal.

Stock Ownership of and Voting by TD Ameritrade’s Directors and Executive Officers. As of the close of business on April 27, 2020, the TD Ameritrade record date, TD Ameritrade’s directors and executive officers and their affiliates beneficiallyowned and were entitled to vote approximately 942,031 shares of TD Ameritrade common stock, or approximately 0.17% of the shares of TD Ameritrade common stock outstanding on that date.

It is currently expected that TD Ameritrade’s directors and executive officers will vote their shares of TD Ameritrade common stock in favor of each of the proposals to be considered and voted on at the TD Ameritrade special meeting, but none of them have entered into any agreement obligating them to do so.

The Schwab Special Meeting (See Page86)

Meeting. The Schwab special meeting will be held virtually via the Internet on June 4, 2020, at 11:00 a.m., Pacific time. Schwab has chosen to hold the Schwab special meeting solely via the Internet and not in a physical location given the current public health impacts of coronavirus (COVID-19) and our desire to promote the health and safety of Schwab stockholders, as well as Schwab directors, officers, employees and other constituents. To attend the Schwab special meeting, Schwab stockholders must register in advance at www.schwabevents.com/corporation by June 2, 2020, at 5:00 p.m., Pacific time. Schwab stockholders who register in advance will receive information on how to access the Schwab special meeting. During the meeting, Schwab stockholders may submit questions and vote their shares. Shares previously voted do not need to be voted again unless the shareholder intends to change or revoke the prior vote.

In order to vote at the meeting, a beneficial owner that holds Schwab shares in “street name” (through a bank, broker or other nominee) must obtain a legal proxy from its bank, broker or other nominee. Each such beneficial owner must fax or email a scan or image of the legal proxy to Schwab’s transfer agent, Equiniti Trust Company, at 651-450-4078 or EQSS-ProxyTabulation@equiniti.com, no later than June 2, 2020, at 5:00 p.m., Central time. Please note that the voting instruction form you received with this joint proxy statement/prospectus as a beneficial owner that holds Schwab shares in “street name” is not a legal proxy. Issuance of the legal proxy will invalidate any prior voting instructions you have given to your bank, broker or other nominee and will prevent you from giving any further voting instructions to your bank, broker or other nominee to vote on your behalf.

At the Schwab special meeting, Schwab stockholders will be asked to consider and vote on the following:

Record Date. The Schwab board of directors has fixed the close of business on April 27, 2020 as the record date for the determination of the Schwab stockholders entitled to vote at the Schwab special meeting or any adjournment or postponement thereof. Only Schwab stockholders of record at the Schwab record date are entitled to receive notice of, attend and vote at, the Schwab special meeting or any adjournment or postponement thereof. As of the close of business on the Schwab record date, there were 1,287,384,423 shares of Schwab common stock outstanding and entitled to vote at the Schwab special meeting. Each holder of Schwab common stock is entitled to one vote on each proposal to be considered at the Schwab special meeting for each share of Schwab common stock owned at the Schwab record date.

Quorum. The Schwab bylaws provide that the holders of a majority in voting interest of the outstanding shares of Schwab common stock entitled to vote, present at the Schwab special meeting via the Schwab meeting website or by proxy, will constitute a quorum for the transaction of business at the Schwab special meeting.

Abstentions will count for the purpose of determining the presence of a quorum for the transaction of business at the Schwab special meeting. Shares of Schwab common stock held in “street name” with respect to which the beneficial owner fails to give voting instructions to the broker, bank, nominee or other holder of record, and shares of Schwab common stock with respect to which the beneficial owner otherwise fails to vote, will not be deemed present at the Schwab special meeting for the purpose of determining the presence of a quorum. Failure of a quorum to be present at the Schwab special meeting will necessitate an adjournment of the meeting and will subject Schwab to additional expense.

Required Vote. The required votes to approve the proposals to be considered at the Schwab special meeting are as follows:

Schwab cannot complete the merger unless Schwab stockholders approve the share issuance and the Schwab charter amendment.

Stock Ownership of and Voting by Schwab’s Directors and Executive Officers. As of the close of business on April 27, 2020, the Schwab record date, Schwab’s directors and executive officers and their affiliates beneficially owned and were entitled to vote approximately 134,165,048 shares of Schwab common stock, or approximately 10.4% of the shares of Schwab common stock outstanding on that date.

It is currently expected that Schwab’s directors and executive officers will vote their shares of Schwab common stock in favor of each of the proposals to be considered and voted on at the Schwab special meeting, but none of them, other than Charles R. Schwab pursuant to the significant Schwab stockholders voting agreement, have entered into any agreement obligating them to do so. 

The TD Bank Voting Agreement (See Page 192)

Concurrently with the execution of the merger agreement, TD Bank entered into the TD Bank voting agreement with Schwab. Pursuant to the TD Bank voting agreement, TD Bank has agreed to vote all of its shares of TD Ameritrade common stock (i) in favor of the approval and adoption of the merger agreement, and against any competing transaction, (ii) in favor of the TD Ameritrade adjournment proposal and (iii) in favor of any action reasonably requested by Schwab in furtherance of the merger agreement, the merger and any other transactions contemplated by the merger agreement, and against any action or agreement that would result in a material breach of any obligation or agreement of TD Ameritrade under the merger agreement or of TD Bank under the TD Bank voting agreement. The TD Bank voting agreement imposes certain restrictions on TD Bank’s right to transfer shares of TD Ameritrade common stock, as described under “The Voting Agreements—The TD Bank Voting Agreement,” beginning on page 192 of this joint proxy statement/prospectus.

The TD Bank voting agreement will terminate upon the earliest to occur of (i) the completion of the merger or (ii) the termination of the merger agreement in accordance with its terms.

As of the TD Ameritrade record date, TD Bank held in the aggregate 234,513,815 shares of TD Ameritrade common stock (representing approximately 43.4% of the outstanding shares of TD Ameritrade common stock).

A copy of the TD Bank voting agreement is attached as Annex C to this joint proxy statement/prospectus.

The Significant TD Ameritrade Stockholders Voting Agreement (See Page 193)

Concurrently with the execution of the merger agreement, certain stockholders of TD Ameritrade, including J. Joe Ricketts and Marlene M. Ricketts, who are referred to in this joint proxy statement/prospectus as the significant TD Ameritrade stockholders, entered into the significant TD Ameritrade stockholders voting agreement with Schwab. Pursuant to the significant TD Ameritrade stockholders voting agreement, the significant TD Ameritrade stockholders have agreed to vote all of their shares of TD Ameritrade common stock (i) in favor of the approval and adoption of the merger agreement, and against any competing transaction, (ii) in favor of the TD Ameritrade adjournment proposal and (iii) against any action or agreement that would result in a material breach of any obligation or agreement of TD Ameritrade under the merger agreement. The significant TD Ameritrade stockholders voting agreement imposes certain restrictions on the significant TD Ameritrade stockholders’ right to transfer shares of TD Ameritrade common stock, as described under “The Voting Agreements—The Significant TD Ameritrade Stockholders Voting Agreement,” beginning on page 193 of this joint proxy statement/prospectus.

The significant TD Ameritrade stockholders voting agreement will terminate upon the earliest to occur of (i) the completion of the merger, (ii) the date and time on which the merger agreement is amended in a manner that changes the form or amount of merger consideration payable in respect of the shares subject to the significant TD Ameritrade stockholders voting agreement or is in any way material and adverse to any of the significant TD Ameritrade stockholders, (iii) the termination of the merger agreement in accordance with its terms, (iv) the date and time on which the necessary TD Ameritrade stockholder approval is obtained or (v) the TD Ameritrade board of directors changes its recommendation in favor of the approval and adoption of the merger agreement.

As of the TD Ameritrade record date, the significant TD Ameritrade stockholders held in the aggregate 51,933,483 shares of TD Ameritrade common stock (representing approximately 9.6% of the outstanding shares of TD Ameritrade common stock).

A copy of the significant TD Ameritrade stockholders voting agreement is attached as Annex D to this joint proxy statement/prospectus.

The Significant Schwab Stockholders Voting Agreement (See Page 194)

Concurrently with the execution of the merger agreement, Charles R. Schwab and Helen O’Neill Schwab, who are referred to in this joint proxy statement/prospectus as the significant Schwab stockholders, entered into the significant Schwab stockholders voting agreement with TD Ameritrade. Pursuant to the significant Schwab stockholders voting agreement, the significant Schwab stockholders have agreed to vote all of their shares of Schwab common stock (i) in favor of the share issuance and the Schwab charter amendment, and against any competing transaction, (ii) in favor of the Schwab adjournment proposal and (iii) in favor of any action reasonably requested by TD Ameritrade in furtherance of the merger agreement, the merger and any other transactions contemplated by the merger agreement, and against any action or agreement that would result in a material breach of any obligation or agreement of Schwab under the merger agreement or of such significant Schwab stockholder under the significant Schwab stockholders voting agreement. The significant Schwab stockholders voting agreement imposes certain restrictions on the significant Schwab stockholders’ right to transfer shares of Schwab common stock, as described under “The Voting Agreements—The Significant Schwab Stockholders Voting Agreement,” beginning on page 194 of this joint proxy statement/prospectus.

The significant Schwab stockholders voting agreement will terminate upon the earliest to occur of (i) the completion of the merger and (ii) the date of termination of the merger agreement in accordance with its terms.

As of the Schwab record date, the significant Schwab stockholders held in the aggregate 131,835,487 shares of Schwab common stock (representing approximately 10.2% of the outstanding shares of Schwab common stock).

A copy of the significant Schwab stockholders voting agreement is attached as Annex E to this joint proxy statement/prospectus.

What TD Ameritrade Stockholders Will Receive in the Merger (See Page 82)

If the merger is completed, TD Ameritrade stockholders will be entitled to receive, in exchange for each share of TD Ameritrade common stock that they own immediately prior to the merger (except for shares of TD Ameritrade common stock held by TD Ameritrade as treasury stock or by Schwab (other than any fiduciary shares) which will be cancelled without payment), 1.0837 shares of Schwab common stock, and cash payable in lieu of any fractional shares as described below; provided, however, that if the shares of Schwab common stock issuable in respect of shares of TD Ameritrade common stock owned by TD Bank and its affiliates as of immediately prior to the effective time of the merger, together with any other shares of Schwab common stock then owned by TD Bank and its affiliates, would equal a number of shares of Schwab common stock exceeding 9.9% (or such lower percentage of shares of Schwab common stock as the Federal Reserve Board permits TD Bank to acquire in the merger consistent with a determination that TD Bank does not control Schwab for purposes of the Bank Holding Company Act, which is referred to in this joint proxy statement/prospectus as the BHC Act, or the Home Owners’ Loan Act, which is referred to in this joint proxy statement/prospectus as HOLA), which is referred to in this joint proxy statement/prospectus as the voting limitation percentage, of the issued and outstanding shares of Schwab common stock as of immediately following the effective time of the merger, then TD Bank will receive one share of Schwab nonvoting common stock in lieu of each such excess share of Schwab common stock.

Schwab will not issue any fractional shares in the merger. Instead, the total number of shares of Schwab common stock that each TD Ameritrade stockholder will receive in the merger will be rounded down to the nearest whole number, and each TD Ameritrade stockholder will receive cash, without interest, for any fractional share of Schwab common stock that he or she would otherwise receive in the merger. The amount of cash for fractional shares will be calculated by multiplying the fraction of a share of Schwab common stock that the TD Ameritrade stockholder would otherwise be entitled to receive in the merger by the closing market price per share of Schwab common stock on the trading day immediately prior to the date on which the merger is completed, which is referred to in this joint proxy statement/prospectus as the Schwab closing price.

Example: If you own 100 shares of TD Ameritrade common stock at the time the merger is completed, you will be entitled to receive 108 shares of Schwab common stock. In addition, you will be entitled to receive an amount of cash equal to 0.37 of a share of Schwab common stock multiplied by the Schwab closing price.

The ratio of 1.0837 shares of Schwab common stock for each share of TD Ameritrade common stock, which is referred to in this joint proxy statement/prospectus as the exchange ratio, is fixed, which means that it will not change between now and the date of the merger, regardless of whether the market price of shares of either Schwab common stock or TD Ameritrade common stock changes. Therefore, the value of the merger consideration will depend on the Schwab closing price at the time TD Ameritrade stockholders receive shares of Schwab common stock in the merger. Based on the closing price of a share of Schwab common stock on the NYSE of $44.75 on November 20, 2019, the last trading day prior to the publication of media reports regarding the merger, and of $48.20 on November 22, 2019, the last trading day prior to public announcement of the merger by Schwab and TD Ameritrade, the merger consideration represented approximately $48.50 and $52.23, respectively, in value for each share of TD Ameritrade common stock. Based on the closing price of a share of Schwab common stock on the NYSE on May 1, 2020, the most recent practicable trading day prior to the date of this joint proxy statement/prospectus, the merger consideration represented approximately $39.50 in value for each share of TD Ameritrade common stock.Because Schwab will issue a fixed number of Schwab common shares in exchange for each share of TD Ameritrade common stock, the value of the merger consideration that TD Ameritrade stockholders will receive in the merger will depend on the market price of Schwab common stock at the time the merger is completed. The market price of Schwab common stock when TD Ameritrade stockholders receive those shares after the merger is completed could be greater than, less than or the same as the market price of shares of Schwab common stock on the date of this joint proxy statement/prospectus or at the time of the TD Ameritrade special meeting.

No Dissenters’ or Appraisal Rights (See Page 159)

Neither Schwab stockholders nor TD Ameritrade stockholders have dissenters’ or appraisal rights with respect to the merger.

Treatment of TD Ameritrade Equity Awards (See Page 165)

Upon the completion of the merger, each outstanding TD Ameritrade option, TD Ameritrade RSU and TD Ameritrade PSU will be converted into an option or restricted stock unit, as applicable, with respect to shares of Schwab common stock, after giving effect to the exchange ratio. In the case of TD Ameritrade options, the per share option exercise price of each TD Ameritrade option will be divided by the exchange ratio to determine the per share exercise price of each new award. Such converted options and restricted stock units will otherwise be subject to the same terms and conditions as were applicable immediately prior to completion of the merger, with the exception that each converted TD Ameritrade PSU will solely be subject to service-based vesting conditions and the number of shares of Schwab common stock subject to such converted award will be determined based on the number of shares of TD Ameritrade common stock that would have been earned by the TD Ameritrade PSU immediately prior to the completion of the merger determined based on the greater of the actual or target level of achievement of the applicable performance goals.

Upon the completion of the merger, each TD Ameritrade director RSU will vest, if unvested, and will be cancelled and converted into the right to receive the merger consideration as if such TD Ameritrade director RSU had been settled in shares of TD Ameritrade common stock immediately prior to the completion of the merger.

Recommendation of the Strategic Development Committee and the TD Ameritrade Board of Directors (See Page 116)

The strategic development committee, acting with the advice of its own legal and financial advisors, unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable and fair to, and in the best interests of, TD Ameritrade and TD Ameritrade stockholders other than TD Bank and its affiliates, and unanimously resolved to recommend to the TD Ameritrade board of directors that it approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger.

The TD Ameritrade board of directors, acting upon the unanimous recommendation of the strategic development committee, unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable and fair to, and in the best interests of, TD Ameritrade and TD Ameritrade stockholders, and unanimously recommends that TD Ameritrade stockholders vote “FOR” the approval and adoption of the merger agreement. See “TD Ameritrade Proposal I: Approval and Adoption of the Merger Agreement” and “The Merger—TD Ameritrade’s Reasons for the Merger; Recommendation of the Strategic Development Committee and the TD Ameritrade Board of Directors” beginning on pages 210 and 116 respectively, of this joint proxy statement/prospectus.

The TD Ameritrade board of directors unanimously recommends that TD Ameritrade stockholders vote “FOR” the TD Ameritrade merger-related compensation proposal and “FOR” the TD Ameritrade adjournment proposal. See “TD Ameritrade Proposal II: Advisory Vote on TD Ameritrade Merger-Related Compensation” and “TD Ameritrade Proposal III: Approval of the TD Ameritrade Adjournment Proposal” beginning on pages 211 and 212 respectively, of this joint proxy statement/prospectus.

Recommendation of the Schwab Board of Directors (See Page 122)

The Schwab board of directors unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the share issuance and the Schwab charter amendment, are advisable and fair to, and in the best interests of, Schwab and the Schwab stockholders, and unanimously recommends that Schwab stockholders vote “FOR” the approval of the share issuance and “FOR” the approval of the Schwab charter amendment. See “Schwab Proposal I: Approval of the Share Issuance” and “Schwab Proposal II: Approval of the Schwab Charter Amendment” beginning on pages 213 and 214 respectively, of this joint proxy statement/prospectus.

The Schwab board of directors unanimously recommends that Schwab stockholders vote “FOR” the Schwab adjournment proposal. See “Schwab Proposal III: Approval of the Schwab Adjournment Proposal” beginning on page 215 of this joint proxy statement/prospectus.

Opinions of the Strategic Development Committee’s Financial Advisors (See Page 127)

Opinion of PJT Partners LP

PJT Partners LP, which is referred to in this joint proxy statement/prospectus as PJT Partners, was retained by the strategic development committee to act as its financial advisor in connection with the merger and, upon the strategic development committee’s request, to render its fairness opinion to the strategic development

committee in connection therewith. At a meeting of the strategic development committee on November 20, 2019, PJT Partners rendered its oral opinion, subsequently confirmed in its written opinion dated November 20, 2019, to the strategic development committee to the effect that, as of such date and based upon and subject to, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion (which are stated in its written opinion), the exchange ratio in connection with the merger was fair to the holders of shares (other than the shares of TD Ameritrade common stock held immediately prior to the effective time of the merger by TD Ameritrade as treasury stock or by Schwab (other than any such shares held by Schwab or any subsidiary of Schwab (i) in a fiduciary, representative or other capacity on behalf of other persons or entities, whether or not held in a separate account or (ii) as a result of debts previously contracted), which are referred to in this joint proxy statement/prospectus as the excluded shares) of TD Ameritrade common stock (other than TD Bank, the significant TD Ameritrade stockholders and their respective affiliates) from a financial point of view.

The full text of PJT Partners’ written opinion delivered to the strategic development committee, dated November 20, 2019, is attached as Annex J to this joint proxy statement/prospectus and incorporated herein by reference. PJT Partners’ written opinion has been provided by PJT Partners at the request of the strategic development committee and is subject to, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion (which are stated therein). You are encouraged to read PJT Partners’ written opinion carefully and in its entirety. PJT Partners provided its opinion to the strategic development committee, in its capacity as such, in connection with and for purposes of its evaluation of the merger only and PJT Partners’ opinion does not constitute a recommendation as to any action the strategic development committee or the TD Ameritrade board of directors should take with respect to the merger or how any TD Ameritrade stockholder should vote or act with respect to the merger or any other matter. The summary of the PJT Partners opinion contained in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of PJT Partners’ written opinion.

For a summary of PJT Partners’ opinion and the methodology that PJT Partners used to render its opinion, see “The Merger—Opinions of the Strategic Development Committee’s Financial Advisors” beginning on page 127 of this joint proxy statement/prospectus.

Opinion of Piper Sandler & Co.

Piper Sandler & Co., which is referred to in this joint proxy statement/prospectus as Piper Sandler, was retained by the strategic development committee to act as its financial advisor in connection with the merger and, upon the strategic development committee’s request, to render a fairness opinion to the strategic development committee in connection therewith. At a meeting of the strategic development committee on November 20, 2019, Piper Sandler delivered its oral opinion, subsequently confirmed in its written opinion dated November 20, 2019, to the strategic development committee to the effect that, as of such date and based upon and subject to the conditions, limitations, qualifications and assumptions set forth therein, the exchange ratio in connection with the merger was fair, from a financial point of view, to the holders of shares (other than the excluded shares) of TD Ameritrade common stock (other than TD Bank, the significant TD Ameritrade stockholders and their respective affiliates).

The full text of Piper Sandler’s written opinion, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion of Piper Sandler, is attached as Annex K to this joint proxy statement/prospectus and incorporated herein by reference. TD Ameritrade stockholders are urged to read Piper Sandler’s written opinion carefully and in its entirety. Piper Sandler’s opinion is limited solely to the fairness, from a financial point of view, to the holders of shares (other than the excluded shares) of TD Ameritrade common stock (other than TD Bank,

the significant TD Ameritrade stockholders and their respective affiliates) of the exchange ratio in connection with the merger and does not address TD Ameritrade’s underlying business decision to effect the merger or the relative merits of the merger as compared to any alternative business strategies or transactions that might be available to TD Ameritrade. Piper Sandler’s opinion does not constitute a recommendation to any TD Ameritrade stockholder as to how such stockholder should vote or act with respect to any matter relating to the merger or otherwise.

For a summary of Piper Sandler’s opinion and the methodology that Piper Sandler used to render its opinion, see “The Merger—Opinions of the Strategic Development Committee’s Financial Advisors” beginning on page 127 of this joint proxy statement/prospectus.

Opinion of Schwab’s Financial Advisor (See Page 140)

Opinion of Credit Suisse Securities (USA) LLC

On November 20, 2019, Credit Suisse Securities (USA) LLC, which is referred to in this joint proxy statement/prospectus as Credit Suisse, rendered its oral opinion to the Schwab board of directors (which was subsequently confirmed in writing by delivery of Credit Suisse’s written opinion dated as of the same date) to the effect that, as of November 20, 2019, and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Credit Suisse in connection with the preparation of its opinion, the exchange ratio set forth in the merger pursuant to the merger agreement was fair, from a financial point of view, to Schwab.

Credit Suisse’s opinion was directed to the Schwab board of directors, and only addressed the fairness, from a financial point of view, to Schwab of the exchange ratio set forth in the merger pursuant to the merger agreement and did not address any other aspect or implication of the merger. The summary of Credit Suisse’s opinion in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex L to this joint proxy statement/prospectus and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Credit Suisse in connection with the preparation of its opinion. However, neither Credit Suisse’s opinion nor the summary of its opinion and the related analyses set forth in this joint proxy statement/prospectus is intended to be, and they do not constitute, advice or a recommendation to any security holder as to how such holder should vote or act with respect to any matter relating to the merger.

Ownership of Shares of Schwab Common Stock After the Merger (See Page 100)

Based on the number of shares of TD Ameritrade common stock and TD Ameritrade options and restricted stock units outstanding as of the TD Ameritrade record date, Schwab expects to issue approximately 586,526,583 Schwab common shares to TD Ameritrade stockholders pursuant to the merger and reserve for issuance approximately 3,872,624 additional Schwab common shares in connection with the conversion, exercise or settlement of outstanding TD Ameritrade options and restricted stock units and future equity compensation awards. The actual number of Schwab common shares to be issued and reserved for issuance pursuant to the merger will be determined at completion of the merger based on the exchange ratio and the number of shares of TD Ameritrade common stock and TD Ameritrade options and restricted stock units outstanding at that time. Based on the number of shares of TD Ameritrade common stock outstanding as of April 27, 2020, and the number of shares of Schwab common stock outstanding as of April 27, 2020, it is expected that, immediately after completion of the merger, former TD Ameritrade stockholders will own approximately 31.3% of the outstanding Schwab common shares (including Schwab common stock and Schwab nonvoting common stock).

Interests of Schwab’s Directors and Executive Officers in the Merger (See Page 201)

In considering the recommendation of the Schwab board of directors that Schwab stockholders vote to approve the share issuance and the Schwab charter amendment, Schwab stockholders should be aware that the directors and executive officers of Schwab may have interests in the merger that are different from, or in addition to, the interests of Schwab stockholders generally. The Schwab board of directors was aware of these interests and considered them, among other matters, in evaluating and negotiating the merger agreement and the merger, in adopting the merger agreement and in making its recommendation that Schwab stockholders vote to approve the share issuance, the Schwab charter amendment and the Schwab adjournment proposal.

For more information, see “Interests of Certain Persons in the Merger—Interests of Schwab’s Directors and Executive Officers in the Merger” beginning on page 201 of this joint proxy statement/prospectus.

Interests of TD Ameritrade’s Directors and Executive Officers in the Merger (See Page 201)

In considering the recommendation of the TD Ameritrade board of directors to vote for the approval and adoption of the merger agreement, TD Ameritrade stockholders should be aware that the directors and executive officers of TD Ameritrade may have interests in the merger that are different from, or in addition to, the interests of TD Ameritrade stockholders generally. The strategic development committee was aware of these interests and considered them, among other matters, in evaluating and negotiating the merger agreement and in making its recommendation to the TD Ameritrade board of directors that it approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger. The TD Ameritrade board of directors was also aware of these interests and considered them, among other matters, in evaluating the merger agreement and approving the merger, and in making its recommendation that TD Ameritrade stockholders vote to approve and adopt the merger agreement.

For more information, see “Interests of Certain Persons in the Merger—Interests of TD Ameritrade’s Directors and Executive Officers in the Merger” beginning on page 201 of this joint proxy statement/prospectus.

Listing of Shares of Schwab Common Stock and Delisting and Deregistration of TD Ameritrade Common Stock (See Page 160)

Application will be made to have the shares of Schwab common stock to be issued in the merger approved for listing on the NYSE, where shares of Schwab common stock are currently traded. If the merger is completed, shares of TD Ameritrade common stock will no longer be listed on NASDAQ and will be deregistered under the Exchange Act.

Completion of the Merger is Subject to Certain Conditions (See Page 166)

As more fully described in this joint proxy statement/prospectus and in the merger agreement, the obligation of each of Schwab, TD Ameritrade and Merger Sub to complete the merger is subject to the satisfaction (or, to the extent permitted by applicable law, waiver (provided that the condition in the first bullet below may not be waived)) of a number of conditions, including the following:

Schwab and TD Ameritrade cannot be certain when, or if, the conditions to the merger will be satisfied (or, to the extent permitted by law, waived), or that the merger will be completed.

The Merger May Not Be Completed Without All Required Regulatory Approvals (See Page 156)

Completion of the merger is conditioned upon the receipt of certain governmental clearances or approvals, including, but not limited to, the expiration or termination of any applicable waiting period, or any extension thereof, under the HSR Act and certain other governmental consents and approvals from federal regulators.

Under the HSR Act, certain transactions, including the merger, may not be completed unless certain waiting period requirements have expired or been terminated. The HSR Act provides that each party must file apre-merger notification, which are referred to in this joint proxy statement/prospectus as the HSR notifications, with the Federal Trade Commission, which is referred to in this joint proxy statement/prospectus as the FTC, and the Antitrust Division of the Department of Justice, which is referred to in this joint proxy statement/prospectus as the DOJ. A transaction notifiable under the HSR Act may not be completed until the expiration of a30-day waiting period following the parties’ filings of their respective HSR notifications or the termination of that waiting period. If the DOJ or FTC issues a Request for Additional Information and Documentary Material, which is referred to in this joint proxy statement/prospectus as a second request, prior to the expiration of this initial30-day waiting period, the transaction cannot close until the parties observe a second30-day waiting period, which would begin to run only after both parties have substantially complied with the second request, unless such second waiting period is terminated earlier. The parties’ HSR notifications were filed with the FTC and the DOJ on December 30, 2019. On January 29, 2020, the parties received a second request from the DOJ with respect to the merger. Accordingly, the HSR waiting period will expire 30 days after Schwab and TD Ameritrade each certify their substantial compliance with the second request, unless earlier terminated by the DOJ. Under a timing agreement between the parties and the DOJ, the parties have agreed to provide additional time for the review of the transaction.

Completion of the merger is conditioned on receipt of the noncontrol determinations, and is further conditioned on, among other things, (i) submission by TD Ameritrade, Inc. and TD Ameritrade Clearing, Inc. of an application pursuant to FINRA Rule 1017 seeking FINRA’s approval of the change of ownership or control of each of TD Ameritrade, Inc. and TD Ameritrade Clearing, Inc. and FINRA’s approval thereof, (ii) submission by TD Ameritrade Clearing, Inc. to the Depository Trust & Clearing Corporation, which is referred to in this joint proxy statement/prospectus as the DTCC, on behalf of each of the Depository Trust Company, which is referred to in this joint proxy statement/prospectus as the DTC, and the National Securities Clearing Corporation, which is referred to in this joint proxy statement/prospectus as the NSCC, of written notification regarding the change of ownership and control of TD Ameritrade Clearing, Inc. contemplated by the merger agreement and the transactions thereunder consistent with the requirements of the rules of each of DTC and NSCC, (iii) receipt of consent from the Securities and Futures Commission of Hong Kong, which is referred to in this joint proxy statement/prospectus as the SFC, for Schwab to become the substantial shareholder, as defined under the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong), which is referred to in this joint proxy statement/prospectus as the SFO, of TD Ameritrade Holding Corporation Hong Kong Limited, a subsidiary of

TD Ameritrade, as contemplated under the merger agreement, (iv) receipt by Schwab and Merger Sub of all required consents from the Monetary Authority of Singapore, (v) submission by TD Ameritrade Futures & Forex LLC of a notification to the National Futures Association regarding the change of ownership and control of TD Ameritrade Futures & Forex LLC and (vi) at least 30 days prior to the completion of the merger, submission by TD Ameritrade, Inc., TD Ameritrade Clearing, Inc. and TD Ameritrade Futures & Forex LLC of written notification regarding the change of ownership and control of each entity to any self-regulatory organization of which it is a member and to each state or other U.S. jurisdiction in which it is registered to act as a broker-dealer.

In furtherance of the foregoing, Schwab and TD Ameritrade agreed in the merger agreement (i) that Schwab and TD Ameritrade will make as promptly as practicable, an appropriate filing of a Notification and Report Form pursuant to the HSR Act and (ii) that TD Ameritrade will submit the required notifications to DTCC at least 90 days prior to the completion of the merger, or DTCC shall have confirmed to TD Ameritrade Clearing, Inc. in writing that the transactions contemplated by the merger agreement may be effected notwithstanding DTCC having less than 90 days’ prior notice. Schwab and TD Ameritrade have also agreed not to complete the merger unless TD Bank receives the prior approval of the Federal Reserve Board pursuant to section 4 of the BHC Act, which is required in order for TD Bank to receive the merger consideration since that would represent TD Bank acquiring 5% or more of a class of voting shares of Schwab. TD Bank submitted its notice to the Federal Reserve Board on December 23, 2019 and notice of TD Bank’s filing was published on January 2, 2020.

The process for obtaining the requisite regulatory approvals for the merger is ongoing. The parties expect to remain in regular contact with DOJ officials to assist their review of the parties’ submissions to the agency and answer questions and provide clarification regarding the merger.

Schwab and TD Ameritrade have agreed in the merger agreement to use their respective reasonable best efforts, subject to certain limitations, to make certain governmental filings or obtain the required governmental authorizations, as the case may be. However, Schwab’s obligation to use reasonable best efforts to obtain regulatory approvals required to complete the merger does not require Schwab to:

These requirements are described in more detail under “The Merger Agreement—Reasonable Best Efforts Covenant” beginning on page 177 of this joint proxy statement/prospectus.

Subject to certain exceptions, Schwab and TD Ameritrade have also agreed not to, and to cause their respective subsidiaries and affiliates not to, take any action that would reasonably be expected to have the effect of materially delaying, impairing or impeding the receipt of any regulatory approvals required in connection with the transactions contemplated by the merger agreement or the completion of the merger. The regulatory approvals required for completion of the merger are further described in “The Merger—Regulatory Approvals Required for the Merger” beginning on page 156 of this joint proxy statement/prospectus.

No Solicitation (See Page 174)

As more fully described in this joint proxy statement/prospectus and in the merger agreement, and subject to the exceptions described below, each of Schwab and TD Ameritrade has agreed not to, and to cause its subsidiaries and its and its subsidiaries’ officers, directors, employees, investment bankers, attorneys, accountants, consultants and other agents, advisors and representatives, which are collectively referred to in this joint proxy statement/prospectus as representatives, not to, directly or indirectly, among other things: (i) solicit, initiate or take any action to knowingly facilitate or knowingly encourage the submission of any acquisition proposal (as defined in this joint proxy statement/prospectus), (ii) enter into or participate in any discussions or negotiations regarding any such proposal, (iii) furnish any nonpublic information relating to that party or any of its subsidiaries to any third party that is seeking to make, or has made, an acquisition proposal, (iv) except as described below, (x) fail to make, or withdraw or qualify, amend or modify in a manner adverse to the other party the recommendation of that party’s board of directors that such party’s stockholders vote in favor of the approval and adoption of the merger agreement or such party’s stockholders vote in favor of the approval of the share issuance and the Schwab charter amendment, as applicable, (y) fail to include in this joint proxy statement/prospectus the recommendation of that party’s board of directors that such party’s stockholders vote in favor of the approval and adoption of the merger agreement or such party’s stockholders vote in favor of the approval of the share issuance and the Schwab charter amendment, as applicable or (z) recommend, adopt or approve an acquisition proposal for such party, (v) take any action to make any Delaware anti-takeover laws inapplicable to any third party or acquisition proposal or (vi) fail to enforce or grant any waiver or release under any standstill or similar agreement.

Notwithstanding the foregoing, if at any time prior to the approval and adoption of the merger agreement by TD Ameritrade stockholders, in the case of TD Ameritrade, or at any time prior to the approval of the share issuance and the Schwab charter amendment by Schwab stockholders, in the case of Schwab, TD Ameritrade or Schwab, as applicable, receives a written acquisition proposal made after the date of the merger agreement which has not resulted from a violation of the solicitation restrictions described in the first paragraph of this section (under “—No Solicitation”), the board of directors of that party is permitted to, directly or indirectly through its representatives, and subject to certain exceptions and qualifications described in the merger agreement:

Schwab or TD Ameritrade, as applicable, is only permitted to take the actions described in the two bullets above if that party’s board of directors determines in good faith, after consultation with that party’s outside legal counsel and financial advisor, that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable law. In addition, before taking any of the actions described above, Schwab or TD Ameritrade, as applicable, has to notify the other party that it intends to take that action and continue to advise the other party on a current basis of the status and terms of any discussions and negotiations with any third party in connection with an acquisition proposal. Further, the Schwab board of directors or the TD Ameritrade board of directors, as applicable, is not permitted to make an adverse recommendation change in response to an acquisition proposal unless (i) Schwab or TD Ameritrade, as applicable, promptly notifies the other party, in writing at least five business days before taking that action, that it intends to take that action, attaching the most current version of any proposed agreement (or a detailed summary of all material terms and the identity of the offeror), (ii) if requested by the other party, Schwab or TD Ameritrade, as applicable, negotiates in good faith with the other party during suchfive-business-day period regarding any proposal to amend the terms of the merger agreement, and (iii) after suchfive-business-day period, the Schwab board of directors or the TD Ameritrade board of directors, as applicable, determines in good faith, taking into account any proposal by the other party to amend the terms of the merger agreement, that such acquisition proposal continues to constitute a superior proposal.

The Schwab board of directors or the TD Ameritrade board of directors, as applicable, is not permitted to make an adverse recommendation change involving or related to an intervening event unless (i) Schwab or TD Ameritrade, as applicable, has provided the other party at least five business days prior written notice of its intention to make an adverse recommendation change with respect to such intervening event, attaching a reasonably detailed explanation of the facts underlying the determination by Schwab’s or TD Ameritrade’s, as applicable, board of directors that an intervening event has occurred and its need to make an adverse recommendation change in light of the intervening event and (ii) Schwab or TD Ameritrade, as applicable, does not make, within suchfive-business-day period, an offer that Schwab’s or TD Ameritrade’s, as applicable, board of directors determines would obviate the need for an adverse recommendation change in light of the intervening event.

During anyfive-business-day period prior to effecting an adverse recommendation change in response to an acquisition proposal or an intervening event, Schwab or TD Ameritrade, as applicable, and its representatives must negotiate in good faith with the other party and its representatives regarding any revisions to the terms of the transactions contemplated by the merger agreement proposed by Schwab or TD Ameritrade, as applicable.

Termination of the Merger Agreement (See Page 182)

The merger agreement may be terminated at any time before completion of the merger, whether before or after TD Ameritrade stockholders have approved and adopted the merger agreement or Schwab stockholders have approved the share issuance and the Schwab charter amendment, in any of the following ways:

If the merger agreement is validly terminated, the merger agreement will become void and of no effect without liability of any party (or any stockholder, director, officer, employee, agent, consultant or representative of any party) to the other parties, except that certain designated provisions will survive termination. However, none of the parties to the merger agreement will be relieved or released from any liabilities or damages resulting from the fraud or willful breach by any party of any provision under the merger agreement.

In the event of a termination of the merger agreement under certain circumstances, Schwab or TD Ameritrade may be required to pay a termination fee of $950 million to the other. TD Ameritrade would be required to pay to Schwab a termination fee of $950 million if the merger agreement is terminated (x) by Schwab prior to receipt of TD Ameritrade stockholder approval as a result of a change in the recommendation of the TD Ameritrade board of directors to the TD Ameritrade stockholders to approve and adopt the merger agreement, (y) by Schwab due to TD Ameritrade’s breach in any material respect of the provisions of the merger agreement relating tonon-solicitation of alternative transactions or convening the TD Ameritrade special meeting as described above or (z) by Schwab or TD Ameritrade if the necessary TD Ameritrade stockholder approval is not obtained and, at the time of termination, the merger agreement was terminable under clause (x) or (y) above. In addition, TD Ameritrade would be required to pay to Schwab a termination fee of $950 million if (w) the required vote of TD Ameritrade stockholders is not obtained at the TD Ameritrade special meeting, (x) prior to such vote, an alternative acquisition of TD Ameritrade was publicly disclosed or announced or made known to the TD Ameritrade management or board of directors by a third party, or any third party had publicly announced an intention to make a proposal for an alternative acquisition of TD Ameritrade and not timely withdrawn such proposal, (y) the merger agreement is terminated by either party for failure to obtain the required vote of TD Ameritrade stockholders and (z) within twelve months after such termination, TD Ameritrade enters into a definitive agreement providing for, or completes, an alternative transaction with a third party. Furthermore, TD Ameritrade would be required to pay to Schwab a termination fee of $950 million if (x) Schwab or TD Ameritrade terminates the merger agreement on the basis the merger has not been completed on or prior to the initial end date or the extended end date, as applicable, or Schwab terminates the merger agreement on the basis of an uncured or incurable breach of representation or warranty, or failure to perform a required covenant, by TD Ameritrade (and, in any such case under this clause (x), the required vote of TD Ameritrade stockholders has not been obtained at the TD Ameritrade special meeting at the time of termination), (y) at or prior to the time of termination, an acquisition of TD Ameritrade was publicly proposed or announced or made known to the TD

Ameritrade management or board of directors by a third party, or any third party had publicly announced an intention to make a proposal for an alternative acquisition of TD Ameritrade and not timely withdrawn such proposal and (z) within twelve months after such termination, TD Ameritrade enters into a definitive agreement providing for, or completes, an alternative transaction with a third party.

Schwab would be required to pay to TD Ameritrade a termination fee of $950 million if the merger agreement is terminated (x) by TD Ameritrade prior to receipt of Schwab stockholder approval as a result of a change in the recommendation of the Schwab board of directors to the Schwab stockholders to approve the share issuance and the Schwab charter amendment, (y) by TD Ameritrade due to Schwab’s breach in any material respect of the provisions of the merger agreement relating tonon-solicitation of alternative transactions or convening the Schwab special meeting as described above or (z) by Schwab or TD Ameritrade if the necessary Schwab stockholder approval is not obtained and, at the time of termination, the merger agreement was terminable under clause (x) or (y) above. In addition, Schwab would be required to pay to TD Ameritrade a termination fee of $950 million if (w) the required vote of Schwab stockholders is not obtained at the Schwab special meeting, (x) prior to such vote, an acquisition of Schwab was publicly disclosed or announced or made known to the Schwab management or board of directors by a third party, or any third party had publicly announced an intention to make a proposal for an alternative acquisition of Schwab and not timely withdrawn such proposal, (y) the merger agreement is terminated by either party for failure to obtain the required vote of Schwab stockholders and (z) within twelve months after such termination, Schwab enters into a definitive agreement providing for, or completes, an alternative transaction with a third party. Furthermore, Schwab would be required to pay to TD Ameritrade a termination fee of $950 million if (x) Schwab or TD Ameritrade terminates the merger agreement on the basis the merger has not been completed on or prior to the initial end date or the extended end date, as applicable, or TD Ameritrade terminates the merger agreement on the basis of an uncured or incurable breach of representation or warranty, or failure to perform a required covenant, by Schwab (and, in any such case under this clause (x), the required vote of Schwab stockholders has not been obtained at the Schwab special meeting at the time of termination), (y) at or prior to the time of termination, an acquisition of Schwab was publicly proposed or announced or made known to the Schwab management or board of directors by a third party, or any third party had publicly announced an intention to make a proposal for an alternative acquisition of Schwab and not timely withdrawn such proposal and (z) within twelve months after such termination, Schwab enters into a definitive agreement providing for, or completes, an alternative transaction with a third party.

In addition, if Schwab or TD Ameritrade does not obtain the required vote of its stockholders at the applicable stockholders meeting and the merger agreement is terminated in certain circumstances, that party would be required to reimburse the other party for itsout-of-pocket fees and expenses actually incurred or accrued in connection with or related to the transactions contemplated by the merger agreement, up to an aggregate amount of $50 million. If the termination fee is also payable by such party, the expense reimbursement payment will be credited against the termination fee.

Specific Performance; Remedies (See Page 185)

Under the merger agreement, each of Schwab and TD Ameritrade is entitled to an injunction to prevent breaches of the merger agreement or to enforce specifically the terms and provisions of the merger agreement, in addition to any other remedy to which that party may be entitled at law or in equity.

Material U.S. Federal Income Tax Consequences of the Merger (See Page 187)

The merger has been structured to qualify as a reorganization for U.S. federal income tax purposes if certain conditions are met. Schwab and TD Ameritrade currently expect those conditions to be met and to report the merger as qualifying as a reorganization for U.S. federal income tax purposes. In addition, each of Schwab and

TD Ameritrade has agreed to use its reasonable best efforts (i) to cause the merger to qualify as a reorganization for U.S. federal income tax purposes and (ii) not to, and not to permit or cause any of their respective subsidiaries or affiliates to, take or cause to be taken any action reasonably likely to cause the merger to fail to qualify as a reorganization for U.S. federal income tax purposes. However, the qualification of the merger as a reorganization depends on numerous facts and circumstances, some of which are not known as of the date of this joint proxy statement/prospectus and are outside of the parties’ control. Accordingly, there can be no assurance that the merger will qualify as a reorganization for U.S. federal income tax purposes. The receipt of an opinion from counsel on the qualification of the merger as a reorganization for U.S. federal income tax purposes is not a condition to either party’s obligation to complete the merger, and Schwab and TD Ameritrade have not sought and will not seek any ruling from the Internal Revenue Service regarding any matters relating to the merger. Even if Schwab and TD Ameritrade report the merger as qualifying as a reorganization, there can be no assurance that the Internal Revenue Service will not assert, or that a court would not sustain, a position contrary to the position taken by Schwab and TD Ameritrade.

If the merger qualifies as a reorganization, U.S. holders of shares of TD Ameritrade common stock will generally not be subject to U.S. federal income tax as a result of the exchange of their shares of TD Ameritrade common stock for shares of Schwab common stock (except in connection with cash received in lieu of a fractional share of Schwab common stock) in the merger. If, on the other hand, the merger did not qualify as a reorganization, the merger generally would be a taxable transaction to U.S. holders of shares of TD Ameritrade common stock, and such holders would generally recognize gain or loss in an amount equal to the difference, if any, between (i) the sum of the value of the Schwab common stock received in the merger plus the amount of any cash received instead of fractional shares of Schwab common stock and (ii) such holder’s adjusted tax basis in the shares of TD Ameritrade common stock exchanged in the merger.

The federal income tax consequences described above may not apply to all holders of TD Ameritrade common stock. Your tax consequences will depend on your individual situation. In addition, you may be subject to state, local or foreign tax laws that are not discussed in this joint proxy statement/prospectus. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the merger to you.

See “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 187 of this joint proxy statement/prospectus

Accounting Treatment (See Page 160)

Schwab prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. The merger will be accounted for using the acquisition method of accounting. Schwab will be treated as the acquirer for accounting purposes.

Rights of TD Ameritrade Stockholders Will Change as a Result of the Merger (See Page 222)

TD Ameritrade stockholders, whose rights are currently governed by TD Ameritrade’s amended and restated certificate of incorporation, which is referred to in this joint proxy statement/prospectus as TD Ameritrade’s charter, TD Ameritrade’s amended and restatedby-laws, which are referred to in this joint proxy statement/prospectus as TD Ameritrade’sby-laws, and Delaware law, will upon completion of the merger become stockholders of Schwab and their rights will be governed by the Schwab charter, the Schwab bylaws and Delaware law. As a result, TD Ameritrade stockholders will have different rights once they become Schwab stockholders due to differences between the governing documents of TD Ameritrade and Schwab. These differences are described in detail in the section titled “Comparison of Stockholder Rights” beginning on page 222 of this joint proxy statement/prospectus.

Risk Factors (See Page 71)

You should also carefully consider the risks that are described in the section entitled “Risk Factors” beginning on page 71 of this joint proxy statement/prospectus.

Litigation Relating to the Merger (See Page 160)

As of April 17, 2020, six complaints had been filed by purported TD Ameritrade stockholders challenging the merger. The first, a putative class action complaint, was filed by Michael Kent in the United States District Court for the District of Delaware and is captionedKent v. TD Ameritrade Holding Corporation et al., case number 1:20-cv-00388. In addition,Kentv. TD Ameritrade Holding Corporation et al. names as defendants Schwab, Merger Sub and each member of the TD Ameritrade board of directors. The second complaint, filed in the United States District Court for the District of Delaware by Shiva Stein individually, is captionedStein v. TD Ameritrade Holding Corporation et al., case number 1:20-cv-00410. In addition,Stein v. TD Ameritrade Holding Corporation et al. names as defendants each member of the TD Ameritrade board of directors. The third complaint, filed in the United States District Court for the District of New Jersey by Marc Roth individually, is captionedRoth v. TD Ameritrade Holding Corporation et al., case number 2:20-cv-03425. In addition,Roth v.TD Ameritrade Holding Corporation et al. names as defendants each member of the TD Ameritrade board of directors. The fourth complaint, filed in the United States District Court for the District of New Jersey by Harold Litwin individually, is captionedLitwin v. TD Ameritrade Holding Corporation et al., case number 2:20-cv-03569. In addition,Litwin v. TD Ameritrade Holding Corporation et al. names as defendants each member of the TD Ameritrade board of directors. The fifth complaint, a putative class action complaint filed in the United States District Court for the District of New Jersey by Audrey Bernstein, is captionedBernstein v. TD Ameritrade Holding Corporation et al., case number 2:20-cv-03695. In addition,Bernstein v. TD Ameritrade Holding Corporation et al. names as defendants each member of the TD Ameritrade board of directors and Schwab. The sixth complaint, filed in the United States District Court for the Southern District of New York by Glenn Garrison individually, is captionedGarrison v. TD Ameritrade Holding Corporation et al., case number 1:20-cv-02850. In addition,Garrison v. TD Ameritrade Holding Corporation et al. names as defendants each member of the TD Ameritrade board of directors. The complaints generally allege, among other things, that the defendants authorized the filing of a materially incomplete and misleading registration statement. In addition to costs and attorneys’ fees, the lawsuits seek to enjoin the vote of TD Ameritrade stockholders and the closing of the acquisition; and in the event the transaction is consummated, to set aside the transaction and/or obtain rescissionary or other damages. Defendants believe that the complaints are without merit.

In addition, a purported TD Ameritrade stockholder has made a demand pursuant to Section 220 of the DGCL to inspect certain books and records of TD Ameritrade relating to the proposed merger.

There can be no assurances that additional complaints or demands will not be filed or made with respect to the merger. If additional similar complaints or demands are filed or made, absent new or different allegations that are material, neither TD Ameritrade nor Schwab will necessarily announce them.

SELECTED HISTORICAL FINANCIAL DATA OF SCHWAB

The Schwab annual historical information is derived from the audited consolidated financial statements of Schwab as of and for each of the years in the five-year period ended December 31, 2019.

The information set forth below is only a summary and should be read in conjunction with Schwab’s historical consolidated financial statements, related notes, and management’s discussion and analysis of financial condition and results of operations contained in Schwab’s respective Annual Reports on Form10-K, as well as other information that has been filed with the SEC. The audited consolidated statements of income for the years ending December 31, 2019, 2018 and 2017 and the consolidated balance sheets as of December 31, 2019 and 2018 are incorporated by reference into this joint proxy statement/prospectus. For information on where you can obtain copies of this information, see “Where You Can Find More Information” beginning on page 241. The historical results included below and elsewhere in this joint proxy statement/prospectus or incorporated by reference herein are not necessarily indicative of the future performance of Schwab or the combined company after the completion of the merger.

Schwab Selected Financial and Operating Data

(In Millions, Except Per Share Amounts, Ratios, or as Noted)

SELECTED HISTORICAL FINANCIAL DATA OF TD AMERITRADE

The following tables present selected historical consolidated financial data of TD Ameritrade. The selected consolidated historical financial data of TD Ameritrade as of and for the three months ended December 31, 2019 has been derived from TD Ameritrade’s unaudited condensed consolidated financial statements as of and for the three months ended December 31, 2019, incorporated by reference into this joint proxy statement/prospectus. The selected consolidated historical financial data of TD Ameritrade as of and for the three months ended December 31, 2018 has been derived from TD Ameritrade’s unaudited condensed consolidated financial statements as of and for the three months ended December 31, 2018, not incorporated by reference into this joint proxy statement/prospectus. The selected consolidated historical financial data of TD Ameritrade as of September 30, 2019 and 2018, and for the fiscal years ended September 30, 2019, 2018 and 2017, has been derived from TD Ameritrade’s audited consolidated financial statements and accompanying notes incorporated by reference into this joint proxy statement/prospectus. The selected consolidated historical financial data as of September 30, 2017, 2016 and 2015, and for the fiscal years ended September 30, 2016 and 2015, has been derived from TD Ameritrade’s audited consolidated financial statements and accompanying notes not appearing or incorporated by reference into this joint proxy statement/prospectus.

The financial information set forth below is only a summary. You should read the following financial information relating to TD Ameritrade in conjunction with the other information contained in this joint proxy statement/prospectus, including the consolidated financial statements of TD Ameritrade and accompanying notes appearing in the TD Ameritrade 201910-K and in the Quarterly Reports on Form10-Q of TD Ameritrade filed with the SEC after the TD Ameritrade 201910-K was filed and the financial statements in any Current Report on Form8-K of TD Ameritrade that was filed with the SEC after the TD Ameritrade 201910-K was filed, each of which reports is incorporated by reference into this joint proxy statement/prospectus. TD Ameritrade’s historical results for any prior period are not necessarily indicative of results to be expected in any future period, and TD Ameritrade’s historical results for the three months ended December 31, 2019 are not necessarily indicative of its results to be expected for the fiscal year ended September 30, 2020. TD Ameritrade has completed acquisitions in recent fiscal periods. The results and other financial information of those acquired operations are not included in the table below for the periods or dates prior to their respective acquisition dates and, therefore, the results for these prior periods are not comparable in all respects and may not be predictive of TD Ameritrade’s future results. In addition, the selected historical consolidated financial information in the tables below does not include, on any basis, the results or financial condition of Schwab for any period or as of any date. For more information, see “Where You Can Find More Information” beginning on page 241 of this joint proxy statement/prospectus.

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

The selected unaudited pro forma condensed combined financial data presented below, which is referred to in this joint proxy statement/prospectus as the selected pro forma financial data, is based on the separate historical consolidated financial statements of Schwab and TD Ameritrade after giving effect to the acquisition of TD Ameritrade by Schwab and the exchange of Schwab common shares for shares of TD Ameritrade common stock in connection therewith. The pro forma statement of income data for the year ended December 31, 2019 is presented as if the merger occurred on January 1, 2019. The pro forma balance sheet data as of December 31, 2019 is presented as if the merger occurred on December 31, 2019. The selected pro forma financial data also does not reflect potential revenue enhancements (or the necessary costs to achieve such benefits), cost savings, or operating synergies that Schwab expects to realize after the merger. In addition, the pro forma financial data does not reflect restructuring or exit costs, which may be incurred by Schwab in connection with the merger.

The selected pro forma financial data, which is preliminary in nature, has been prepared from, and should be read in conjunction with, (i) the more detailed unaudited pro forma condensed combined financial statements and the related notes appearing in the section entitled “Schwab Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 53, and (ii) the separate historical consolidated financial statements and related notes of each of Schwab and TD Ameritrade included elsewhere in this joint proxy statement/prospectus and incorporated by reference herein (see “Where You Can Find More Information” beginning on page 241).

The selected pro forma financial data is provided for illustrative purposes only and does not purport to represent what the actual consolidated results of operations or consolidated financial position of Schwab would have been had the merger occurred on the dates assumed, nor is it necessarily indicative of Schwab’s future consolidated results of operations or consolidated financial position.

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

The following table sets forth selected historical per share information of Schwab and TD Ameritrade and unaudited pro forma combined consolidated per share information after giving effect to the merger. You should read this information in conjunction with (i) the selected historical consolidated financial information and the related notes included elsewhere in this joint proxy statement/prospectus, (ii) the historical consolidated financial statements of Schwab and TD Ameritrade and related notes contained in Schwab’s and TD Ameritrade’s respective Annual Reports on Form10-K for the years ended December 31, 2019, and September 30, 2019, respectively, which are referred to in this joint proxy statement/prospectus as the Schwab 2019 10-K and the TD Ameritrade 2019 10-K, respectively, and TD Ameritrade’s Quarterly Report on Form10-Q for the three months ended December 31, 2019, which are incorporated by reference into this joint proxy statement/prospectus, and (iii) the financial information contained in the “Schwab Unaudited Pro Forma Condensed Combined Financial Statements” and the related notes thereto beginning on page 53. The historical per share information is derived from audited financial statements of Schwab as of and for the year ended December 31, 2019, and TD Ameritrade as of and for the year ended September 30, 2019 and unaudited financial statements for the three months ended December 31, 2019 and 2018.

The unaudited pro forma combined consolidated per share information has been presented for illustrative purposes only and is based on assumptions and estimates considered appropriate by Schwab’s management. The pro forma data presented does not represent what the actual results of operations and financial position would have been had the companies actually been combined as of the beginning of the periods presented and is not necessarily indicative of the future consolidated results of operations or financial position of the combined company. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma per share financial information.

Schwab and TD Ameritrade declared and paid dividends during the periods presented. For more information on dividends of Schwab and TD Ameritrade, see “Comparative Per Share Market Price and Dividend Information” beginning on page 51.

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Market Prices

The following table sets forth the closing price per share of Schwab common stock and per share of TD Ameritrade common stock as reported on the NYSE and NASDAQ on November 20, 2019, the last trading day prior to the publication of media reports regarding the merger, on November 22, 2019, the last trading day prior to public announcement of the merger by Schwab and TD Ameritrade, and on May 1, 2020, the most recent practicable trading day prior to the date of this joint proxy statement/prospectus for which this information was available. The table also shows the implied value of the merger consideration for each share of TD Ameritrade common stock as of the same dates. This implied value was calculated by multiplying the closing price of a share of Schwab common stock on the relevant date by the exchange ratio.

The market prices of shares of Schwab common stock and TD Ameritrade common stock have fluctuated since the date of the announcement of the merger agreement and will continue to fluctuate from the date of this joint proxy statement/prospectus to the dates of the TD Ameritrade special meeting and the Schwab special meeting and the date the merger is completed. No assurance can be given concerning the market prices of shares of Schwab common stock and shares of TD Ameritrade common stock before completion of the merger or shares of Schwab common stock after completion of the merger. The exchange ratio is fixed in the merger agreement, but the market price of shares of Schwab common stock (and therefore the value of the merger consideration) when received by TD Ameritrade stockholders after the merger is completed could be greater than, less than or the same as shown in the table above. Accordingly, TD Ameritrade stockholders are advised to obtain current market quotations for shares of Schwab common stock and shares of TD Ameritrade common stock in deciding whether to vote for approval and adoption of the merger agreement.

Dividends

Schwab currently pays a quarterly dividend on shares of Schwab common stock and last paid a quarterly dividend on February 28, 2020 of $0.18 per share. Under the terms of the merger agreement, during the period before completion of the merger, Schwab is not permitted to declare, set aside or pay any dividend or make any other distribution other than its regular cash dividend in the ordinary course of business consistent with past practice in an amount not to exceed (i) for the fourth quarter of 2019, $0.17 per share and (ii) for subsequent quarters, an amount approved by the Schwab board of directors consistent with certain requirements.

TD Ameritrade currently pays a quarterly dividend on shares of TD Ameritrade common stock, and last paid a quarterly dividend on February 19, 2020 of $0.31 per share. Under the terms of the merger agreement, during the period before completion of the merger, TD Ameritrade is not permitted to declare, set aside or pay any dividend or other distribution other than its regular cash dividend in the ordinary course of business consistent with past practice in an amount not to exceed $0.31 per share per quarter, as such amount may be increased for the fiscal year ended September 30, 2021 if the merger is not completed prior to September 30, 2020, which amount must not exceed $0.33 per share per quarter.

In addition, the merger agreement provides that Schwab and TD Ameritrade will coordinate the declaration of, record dates for and payment of dividends in respect of their respective shares in order that holders of shares of Schwab common stock and TD Ameritrade common stock do not receive two dividends or fail to receive one dividend for any quarter in respect of shares of TD Ameritrade common stock, on the one hand, and shares of Schwab common stock issuable in the merger, on the other hand.

After completion of the merger, any former TD Ameritrade stockholder who holds Schwab common shares into which shares of TD Ameritrade common stock have been converted in connection with the merger will receive whatever dividends are declared and paid on Schwab common shares. However, no dividend or other distribution having a record date after completion of the merger will actually be paid with respect to any Schwab common shares into which shares of TD Ameritrade common stock have been converted in connection with the merger until the certificates formerly representing shares of TD Ameritrade common stock have been surrendered (or the book-entry shares formerly representing shares of TD Ameritrade common stock have been transferred), at which time any accrued dividends and other distributions on those Schwab common shares with a payment date prior to such date will be paid without interest. Subject to the limitations set forth in the merger agreement, any future dividends by Schwab will be made at the discretion of the Schwab board of directors. Subject to the limitations set forth in the merger agreement, any future dividends by TD Ameritrade will be made at the discretion of the TD Ameritrade board of directors. There can be no assurance that any future dividends will be declared or paid by Schwab or TD Ameritrade or as to the amount or timing of those dividends, if any.

SCHWAB UNAUDITED

PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On November 24, 2019, Schwab entered into the merger agreement with TD Ameritrade and Merger Sub. Upon the terms and subject to the conditions of the merger agreement, Merger Sub will merge with and into TD Ameritrade pursuant to the merger, with TD Ameritrade surviving as a wholly owned subsidiary of Schwab. The merger agreement was unanimously approved by the Schwab board of directors and the TD Ameritrade board of directors, acting upon the unanimous recommendation of the strategic development committee.

If the merger is completed, TD Ameritrade stockholders immediately prior to the effective time of the merger will receive, in exchange for each share of TD Ameritrade common stock owned immediately prior to the merger, 1.0837 shares of Schwab common stock, except that TD Bank and its affiliates will receive Schwab common stock only up to a maximum of the voting limitation percentage of the Schwab common stock (including any other shares of Schwab common stock then owned by TD Bank and its affiliates) and will otherwise receive shares of Schwab nonvoting common stock, in each case, as described in more detail in the accompanying joint proxy statement/prospectus under the heading “The Merger Agreement—Merger Consideration.” Fractional shares of Schwab common stock will not be issued to TD Ameritrade stockholders, who will receive cash in lieu of fractional shares following the closing of the merger. The cash payment for the fractional shares is not anticipated to be material.

The following unaudited Pro Forma Condensed Combined Balance Sheet, which is referred to in this joint proxy statement/prospectus as the Pro Forma Balance Sheet, and unaudited Pro Forma Condensed Combined Statement of Income, which is referred to in this joint proxy statement/prospectus as the Pro Forma Statement of Income, and which, together with the Pro Forma Balance Sheet, are referred to in this joint proxy statement/prospectus as the Pro Forma Financial Statements or the Statements, are based on the separate historical consolidated financial statements of Schwab and TD Ameritrade after giving effect to the acquisition of TD Ameritrade by Schwab and the exchange of Schwab’s common stock for TD Ameritrade’s outstanding common stock in connection therewith, and the assumptions and adjustments described in the accompanying notes to the Pro Forma Financial Statements. The Pro Forma Balance Sheet as of December 31, 2019 is presented as if the merger occurred on December 31, 2019. The Pro Forma Statement of Income for the year ended December 31, 2019 is presented as if the merger occurred on January 1, 2019. The historical financial information has been adjusted to reflect factually supportable items that are directly attributable to the merger and, with respect to the Pro Forma Statement of Income only, expected to have a continuing impact on the combined results of operations.

Due to the timing of the merger, the estimates of fair value are preliminary and are dependent upon certain valuations that have not progressed to a stage where there is sufficient information to make a definitive valuation. The unaudited pro forma adjustments, including the allocations of the merger consideration and the fair value of the replaced TD Ameritrade equity awards attributable to pre-combination services, collectively referred to in this section only of this joint proxy statement/prospectus as the Purchase Price, have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. The determination of estimated fair values requires management to make significant estimates and assumptions, which are described in the accompanying notes to the Pro Forma Financial Statements, based on currently available information. Schwab believes that the information available provides a reasonable basis to estimate the fair values of assets acquired and liabilities assumed; however, these preliminary estimates may be adjusted upon the availability of new information regarding facts and circumstances as they exist at the date of the merger. Therefore, there can be no assurance that such changes will not be material. As described in the accompanying notes to the Pro Forma Financial Statements, the risk of such changes is particularly significant with respect to the preliminary Purchase Price allocation, because such allocation is based, in large part, on the closing price per share of Schwab common stock as of the closing date. The preliminary Purchase Price allocation reflected in the Statements assumes a closing price per share of Schwab common stock of $38.79, the closing price of Schwab common stock on

April 29, 2020. Recently, the financial and other markets generally have experienced extreme volatility, due in large part to the coronavirus pandemic and its widespread economic impacts. Such volatility has contributed to a significant variance in the trading price of Schwab common stock. Continued financial market volatility, and its effect on the trading price of Schwab common stock, will largely depend on future developments, which Schwab cannot accurately predict or control, including new information which may emerge concerning the severity of the coronavirus pandemic, the effectiveness or ineffectiveness of governmental and private actions taken to contain or treat the coronavirus pandemic, and reactions by companies, clients, investors, governmental entities and financial markets to such actions. Particularly given this volatility and uncertainty, the Statements may not be indicative of and do not purport to represent the combined company’s actual financial condition or results of operations as of the closing date or any future or other date or period. A final determination of the Purchase Price and fair values of TD Ameritrade’s assets and liabilities will be based on the actual tangible and intangible assets and liabilities of TD Ameritrade that exist as of the date of the merger.

The Statements are provided for illustrative purposes only and are not necessarily indicative of the combined financial position or results of operations that might have been achieved had the merger been completed as of the dates indicated, nor are they meant to be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the merger. The Pro Forma Financial Statements also do not reflect potential revenue enhancements (or the necessary costs to achieve such benefits), cost savings, or operating synergies that Schwab expects to realize after the merger. In addition, the Pro Forma Statement of Income does not reflect restructuring or exit costs, which may be incurred by Schwab in connection with the merger.

The preparation of the Pro Forma Financial Statements and related adjustments required management to make certain assumptions and estimates. The Statements should be read together with:

THE CHARLES SCHWAB CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF DECEMBER 31, 2019

See accompanying Notes to Unaudited Pro Forma Financial Statements.

THE CHARLES SCHWAB CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2019

See accompanying Notes to Unaudited Pro Forma Financial Statements.

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS

1. Basis of Pro Forma Presentation

The Pro Forma Financial Statements were prepared in accordance with Article 11 of SEC RegulationS-X. Schwab’s fiscal year end is December 31 and TD Ameritrade’s fiscal year end is September 30. The Pro Forma Balance Sheet as of December 31, 2019 combines Schwab’s historical audited consolidated balance sheet as of December 31, 2019 and TD Ameritrade’s historical unaudited condensed consolidated balance sheet as of December 31, 2019, giving effect to the merger as if it was completed on December 31, 2019.

The Pro Forma Statement of Income combines the Schwab historical audited consolidated statement of income for the year ended December 31, 2019 and the TD Ameritrade historical consolidated statement of income for the trailing twelve months ended December 31, 2019. For the purpose of preparing the Pro Forma Statement of Income for the year ended December 31, 2019, the “TD Ameritrade Historical—After Reclassification” column, which represents the trailing twelve month period ended December 31, 2019, was derived by subtracting TD Ameritrade’s historical unaudited condensed consolidated statement of income for the three months ended December 31, 2018 from its historical audited consolidated statement of income for the year ended September 30, 2019, and by adding TD Ameritrade’s historical unaudited condensed consolidated statement of income for the three months ended December 31, 2019.

Certain financial information of TD Ameritrade, as presented in its historical consolidated financial statements, has been reclassified to conform to the historical presentation in Schwab’s consolidated financial statements for the purpose of preparing the Pro Forma Financial Statements. Certain financial information of Schwab, as presented in its historical consolidated financial statements, has been reclassified for the purpose of preparing the Pro Forma Financial Statements to reflect planned changes in Schwab’s presentation subsequent to the merger. Refer to Note 3 of the Statements for explanations of these reclassifications.

The merger will be accounted for under the acquisition method of accounting in accordance with Accounting Standards Codification Topic 805, Business Combinations, which is referred to in this joint proxy statement/prospectus as ASC 805, with Schwab as the acquirer for accounting purposes. Under ASC 805, the total Purchase Price was calculated as described in Note 4 of the Statements. The assets acquired and liabilities assumed from TD Ameritrade have been measured at their estimated fair values on the assumed acquisition date, except for certain exceptions to the recognition principle of acquisition accounting, such as leases, share-based payments, and income taxes. The excess of the Purchase Price over the assets acquired and liabilities assumed is allocated to goodwill. Subsequent to the completion of the merger, Schwab and TD Ameritrade will finalize an integration plan, which may affect how the assets acquired, including intangible assets, will be utilized by the combined company.

The income tax effects of pro forma adjustments are calculated based on a blended U.S. federal and state statutory tax rate of 24.32%.

Upon consummation of the merger and the completion of a valuation, the Purchase Price as well as the estimated fair values of the assets and liabilities will be updated and finalized as soon as practicable, but not later than one year from the merger date.

2. Accounting Policies

As part of preparing the Pro Forma Financial Statements, Schwab conducted a preliminary review of the accounting policies of TD Ameritrade, but did not note any material differences in accounting policies that would

require pro forma adjustments to conform to Schwab’s accounting policies. Further, Schwab considered the difference in TD Ameritrade’s fiscal year end and its impact on the adoption of new accounting standards and noted no material impacts.

Upon consummation of the merger, a more comprehensive review of the accounting policies of TD Ameritrade will be performed, which may identify other differences among the accounting policies of Schwab and TD Ameritrade that, when conformed, could have a material impact on the Pro Forma Financial Statements.

The accounting policies used in the preparation of the Statements are those set out in Schwab’s audited consolidated financial statements as of and for the year ended December 31, 2019.

3.Reclassification Adjustments

Schwab Reclassification Adjustments

Schwab financial information in the “Schwab Historical—After Reclassification” columns of the Pro Forma Balance Sheet and Pro Forma Statement of Income represents Schwab’s historical reported balances reclassified to conform to the presentation of the combined entity. Unless otherwise indicated, defined line items included in the notes have the meanings given to them in Schwab’s historical financial statements.

Reclassifications of the Balance Sheet—Assets as of December 31, 2019