Item 5.03            Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On June 1, 2021, The Charles Schwab Corporation (the Company) filed a Certificate of Elimination with the Secretary of State of the State of Delaware with respect to the Company's 6.00% Non-Cumulative Preferred Stock, Series C (Series C Preferred Stock) which, effective upon filing, eliminated from the Company's Fifth Restated Certificate of Incorporation, as amended, all matters set forth in the Certificate of Designations for the Series C Preferred Stock.

A copy of the Certificate of Elimination with respect to the Company's Series C Preferred Stock is attached as Exhibit 3.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits




(d)                              Exhibits

Exhibit No.                      Description
3.1                                Certificate of Elimination of the 6.00% Non-Cumulative Perpetual
                                 Preferred Stock, Series C of The Charles Schwab Corporation.
104                              Cover Page Interactive Data File - the cover page interactive data
                                 file does not appear in the Interactive Data File because its XBRL
                                 tags are embedded within the Inline XBRL document.

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