TD Bank Amends Schwab Stake Filing

TL;DR

TD Bank filed an update on its Schwab stake, no major changes disclosed yet.

AI Summary

Toronto-Dominion Bank, through its subsidiaries TD Group US Holdings LLC and TD Luxembourg International Holdings Sarl, has filed an amendment (No. 2) to its Schedule 13D concerning The Charles Schwab Corporation. The filing, dated August 23, 2024, indicates a change in the reporting of beneficial ownership of Schwab's common stock. No specific dollar amounts or new shareholdings were detailed in this amendment.

Why It Matters

This filing updates the market on Toronto-Dominion Bank's beneficial ownership of Charles Schwab Corporation, which could signal changes in their investment strategy or relationship.

Risk Assessment

Risk Level: low — The filing is an amendment to a previous disclosure and does not report new material changes or significant transactions.

Key Players & Entities

• Toronto-Dominion Bank (company) — Filing entity
• TD Group US Holdings LLC (company) — Subsidiary of Toronto-Dominion Bank
• TD Luxembourg International Holdings Sarl (company) — Subsidiary of Toronto-Dominion Bank
• The Charles Schwab Corporation (company) — Subject company
• Jane Langford, Esq. (person) — Contact person for Toronto-Dominion Bank

FAQ

Key Financial Figures

• $0.01 — me of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti
• $60.92 — r-dealer in a block trade at a price of $60.92 per share, and (ii) 20,250,000 shares o
• $61.65 — affiliated broker-dealer at a price of $61.65 per share. In connection with the sal

Filing Documents

• d835182dsc13da.htm (SC 13D/A) — 145KB
• d835182dex995.htm (EX-99.5) — 6KB
• 0001193125-24-206312.txt ( ) — 153KB

of the

Item 2 of the Item4. Purpose of Transaction.

of the Statement is hereby amended and supplemented by the following

Item 4 of the Statement is hereby amended and supplemented by the following: On August 21, 2024, TD LIH sold pursuant to Rule 144 of the Securities Act of 1933, as amended: (i) 20,250,000 shares of Issuer Common Stock to an unaffiliated broker-dealer in a block trade at a price of $60.92 per share, and (ii) 20,250,000 shares of Issuer Common Stock in the open market through an affiliated broker-dealer at a price of $61.65 per share. In connection with the sales described herein, TD LIH entered into a lock-up agreement (the Lock-Up Agreement), effective as of August 21, 2024, with each of the broker-dealers described herein, pursuant to which it has agreed, subject to limited exceptions (including certain transactions by TD and its affiliates in the ordinary course of business and transfers to affiliates), not to, amongst other things, offer, sell, contract to sell, pledge, grant any option to purchase, or otherwise dispose of any shares of Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock for a period ending at the close of business 45 days from August 21, 2024. The foregoing description of the Lock-Up Agreement set forth in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreement, a form of which is filed as an exhibit to this Amendment No. 2 and incorporated herein by reference. Effective April 18, 2024, Brian Levitt, former Chair of the board of directors of TD, retired from the Board of Directors of TD; however, he continues to serve as a member of the Board of the Issuer. Item5. Interest in Securities of the Issuer.

of the Statement is hereby amended and restated as follows

Item 5 of the Statement is hereby amended and restated as follows: (a) and (b). As of August 21, 2024, the Reporting Persons may be deemed to beneficially own an aggregate of 135,109,332 shares of Common Stock, representing approximately 7.6% of the outstanding shares of Common Stock (based on the 1,778,444,948 shares of Common Stock outstanding as of July 31, 2024, as disclosed in the Issuers Quarterly Report on Form 10-Q filed on August 8, 2024). 5 TD LIH is the record and beneficial owner of 133,785,043 shares of Common Stock. TD GUS, as the sole owner of TD LIH, and TD, as the sole owner of TD GUS, may be deemed to be the beneficial owners of the shares of Common Stock held by TD LIH. The 135,109,332 shares of Common Stock reported herein as beneficially owned by TD include 1,324,289 shares of Common Stock that may, as of August 21, 2024, be deemed to be beneficially owned directly by TD or indirectly through subsidiaries in connection with TDs banking, securities, derivatives, asset management or similar businesses, including in client, brokerage and investment accounts. Except for Ms. Tower, Ms. Maidment, Mr. Masrani, and Ms. Goggins, none of the individuals listed on Schedule I beneficially own any shares of Common Stock. Ms. Tower beneficially owns 303 shares of Common Stock, Ms. Maidment beneficially owns 30,158 shares of Common Stock, Mr. Masrani beneficially owns 2,497 shares of Common Stock, and Ms. Goggins beneficially owns 1,060.1364 shares of Common Stock. In addition, Mr. Masrani has received the following awards in connection with his role as director of the Issuer: (i) 4,708 restricted stock units, each of which represents a contingent right to receive one share of Common Stock, and (ii) options to purchase, in the aggregate, 20,296 shares of Common Stock (which options have vested and are exercisable with respect to 9,350 shares of Common Stock but not yet with respect to the remaining 10,946). The shares of Common Stock reported as be

of the Statement is hereby amended and

Item 6 of the Statement is hereby amended and supplemented by the following: The information set forth in Item 4 of this Amendment No. 2 is incorporated by reference in its entirety into this Item 6. Other Arrangements TD and certain of its subsidiaries may, from time to time and in the ordinary course of TDs securities, derivatives, and similar businesses, borrow, lend, and/or sell short shares of Common Stock. As of August 21, 2024, TD and such subsidiaries were short 1,263 shares of Common Stock in the aggregate. Item7. Material to be Filed as Exhibits.

of the Statement is hereby amended and supplemented as follows

Item 7 of the Statement is hereby amended and supplemented as follows: Exhibit Number Description of Exhibit 5 Form of Lock-up Agreement 6

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 23, 2024 THE TORONTO-DOMINION BANK By: /s/ Renu Gupta Name: Renu Gupta Title: SVP, Corporate Development, Enterprise Strategy & Decision Support, and Investor Relations TD GROUP US HOLDINGS LLC By: /s/ Mark Chauvin Name: Mark Chauvin Title: President and Chief Executive Officer TD LUXEMBOURG INTERNATIONAL HOLDINGS SARL By: /s/ Scott Ferguson Name: Scott Ferguson Title: Authorized Signatory SCHEDULE I INFORMATION RELATING TO THE DIRECTORS AND EXECUTIVE OFFICERS OF TD AND TD LIH Name Present Principal Occupation or Employment and Address THE TORONTO-DOMINION BANK DIRECTORS Ayman Antoun (Canadian and Egyptian Citizen) Corporate Director, and former President, IBM Americas 1024 Valley Crest Circle Oakville, Ontario L6H 6W8 Cherie L. Brant (Canadian Citizen) Partner, Borden Ladner Gervais LLP 22 Adelaide Street West, Suite 3400 Toronto, Ontario M5H 4E3 Amy W. Brinkley (U.S. Citizen) Consultant, AWB Consulting, LLC 2225 Sharon Lane Charlotte, North Carolina 28211 Brian C. Ferguson (Canadian Citizen) Corporate Director, and former President & Chief Executive Officer, Cenovus Energy Inc. 600 Princeton Way SW #505 Calgary, Alberta T2P 5N4 Colleen A. Goggins (U.S. Citizen) Corporate Director, and retired Worldwide Chairman, Consumer Group, Johnson & Johnson 7 Constitution Hill East Princeton, New Jersey 08540 Alan N. MacGibbon (Canadian Citizen) Board Chair, The Toronto-Dominion Bank, and retired Managing Partner and Chief Executive, Deloitte LLP (Canada) P. O. Box 1, TD Bank Tower 66 Wellington Street West Toronto, Ontario M5K 1A2 John B. MacIntyre (Canadian Citizen) Chairman, Birch Hill Equity Partners 81 Bay Street, Suite 4510 PO Box 45 Toronto, Ontario M5J 0E7 Karen E. Maidment (Canadian Cit

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