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TFSL Form 4: COO sells shares, earns 9,800 performance units

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

TFS Financial Corp (TFSL) Chief Operating Officer filed a Form 4 reporting both a stock sale and updates to equity awards. On 11/24/2025, the executive sold 5,000 shares of common stock at $14.23 per share, and held 19,126 shares directly plus 13,414 shares indirectly through the ESOP after the transaction.

The filing also details equity-based incentives. On 11/25/2025, a performance award of 9,800 Performance Share Units was fully earned at 100% of target, with shares and related dividend equivalents scheduled to vest and distribute on December 10, 2026. The COO also holds multiple restricted stock unit grants, performance share units, and an employee stock option for 11,000 shares at an exercise price of $14.74, expiring on January 5, 2028.

Positive

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Negative

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Insider Rubino Andrew J
Role Chief Operating Officer
Sold 5,000 shs ($71K)
Type Security Shares Price Value
Grant/Award Performance Restricted Share Units 9,800 $0.00 --
Sale Common Stock 5,000 $14.23 $71K
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Performance Restricted Share Units -- -- --
holding Employee Stock Option (right to buy) -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Performance Restricted Share Units — 9,800 shares (Direct); Common Stock — 19,126 shares (Direct); Restricted Stock Units — 8,700 shares (Direct); Employee Stock Option (right to buy) — 11,000 shares (Direct); Common Stock — 13,414 shares (Indirect, ESOP)
Footnotes (1)
  1. Reflects transactions not required to be reported under Section 16 of the Securities Exchange Act, as amended. Each restricted and performance stock unit represents a contingent right to receive one share of TFS Financial Corporation common stock. Restricted and performance stock units are entitled to dividend equivalent rights in the form of a cash payment in the amount of any cash dividend paid per share of common stock. On November 25, 2025, the reporting person achieved performance level of 100% on a target award of 9,800 Performance Share Units ("PSUs"), resulting in a total earned award of 9,800 shares. This represents the final determination a March 4, 2024 award that was dependent on certain performance results during the two fiscal year period ended September 30, 2025. Each PSU represents a contingent right to receive one share of TFS Financial Corporation common stock and are entitled to dividend equivalent rights in the form of a cash payment in the amount of any cash dividend paid per share of common stock during the period the award was outstanding. The shares and dividend equivalent payment will vest and distribute to the reporting person on December 10, 2026. On December 19, 2024, the reporting person received a grant of 8,700 Restricted Stock Units (RSUs). These RSUs vest in three equal annual installments beginning December 10, 2025. On December 15, 2022, the reporting person received a grant of 6,400 Restricted Stock Units (RSUs). These RSUs vest in three equal annual installments beginning December 10, 2023. On March 4, 2024, the reporting person received a grant of 6,500 Restricted Stock Units (RSUs). These RSUs vest in three equal annual installments beginning December 10, 2024. On November 21, 2024, the reporting person achieved performance level of 90.0% on a target award of 9,700 Performance Share Units ("PSUs"), resulting in a total earned award of 8,730 shares. This represents the final determination a December 15, 2022 award that was dependent on certain performance results during the two fiscal year period ended September 30, 2024. Each PSU represents a contingent right to receive one share of TFS Financial Corporation common stock and are entitled to dividend equivalent rights in the form of a cash payment in the amount of any cash dividend paid per share of common stock during the period the award was outstanding. The shares and dividend equivalent payment will vest and distribute to the reporting person on December 10, 2025. On January 5, 2018, the reporting person received a grant of 11,000 stock options. These options will fully vest on December 10, 2020
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Rubino Andrew J
(Last) (First) (Middle)
7007 BROADWAY AVENUE
(Street)
CLEVELAND OH 44105
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TFS Financial CORP [ TFSL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/24/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/24/2025 S 5,000 D $14.23 19,126 D
Common Stock 13,414 I ESOP(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Restricted Share Units (2) 11/25/2025 A 9,800 (3) (3) Common Stock 9,800 $0 9,800 D
Restricted Stock Units (2) (4) (4) Common Stock 8,700 8,700 D
Restricted Stock Units (2) (5) (5) Common Stock 2,134 2,134 D
Restricted Stock Units (2) (6) (6) Common Stock 4,334 4,334 D
Performance Restricted Share Units (2) (7) (7) Common Stock 8,730 8,730 D
Employee Stock Option (right to buy) $14.74 (8) 01/05/2028 Common Stock 11,000 11,000 D
Explanation of Responses:
1. Reflects transactions not required to be reported under Section 16 of the Securities Exchange Act, as amended.
2. Each restricted and performance stock unit represents a contingent right to receive one share of TFS Financial Corporation common stock. Restricted and performance stock units are entitled to dividend equivalent rights in the form of a cash payment in the amount of any cash dividend paid per share of common stock.
3. On November 25, 2025, the reporting person achieved performance level of 100% on a target award of 9,800 Performance Share Units ("PSUs"), resulting in a total earned award of 9,800 shares. This represents the final determination a March 4, 2024 award that was dependent on certain performance results during the two fiscal year period ended September 30, 2025. Each PSU represents a contingent right to receive one share of TFS Financial Corporation common stock and are entitled to dividend equivalent rights in the form of a cash payment in the amount of any cash dividend paid per share of common stock during the period the award was outstanding. The shares and dividend equivalent payment will vest and distribute to the reporting person on December 10, 2026.
4. On December 19, 2024, the reporting person received a grant of 8,700 Restricted Stock Units (RSUs). These RSUs vest in three equal annual installments beginning December 10, 2025.
5. On December 15, 2022, the reporting person received a grant of 6,400 Restricted Stock Units (RSUs). These RSUs vest in three equal annual installments beginning December 10, 2023.
6. On March 4, 2024, the reporting person received a grant of 6,500 Restricted Stock Units (RSUs). These RSUs vest in three equal annual installments beginning December 10, 2024.
7. On November 21, 2024, the reporting person achieved performance level of 90.0% on a target award of 9,700 Performance Share Units ("PSUs"), resulting in a total earned award of 8,730 shares. This represents the final determination a December 15, 2022 award that was dependent on certain performance results during the two fiscal year period ended September 30, 2024. Each PSU represents a contingent right to receive one share of TFS Financial Corporation common stock and are entitled to dividend equivalent rights in the form of a cash payment in the amount of any cash dividend paid per share of common stock during the period the award was outstanding. The shares and dividend equivalent payment will vest and distribute to the reporting person on December 10, 2025.
8. On January 5, 2018, the reporting person received a grant of 11,000 stock options. These options will fully vest on December 10, 2020
Remarks:
/s/ Susanne N. Miller, Pursuant to Power of Attorney 11/26/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did TFS Financial (TFSL) report in this Form 4?

The Chief Operating Officer of TFS Financial Corp (TFSL) reported selling 5,000 shares of common stock on 11/24/2025 at a price of $14.23 per share.

How many TFSL shares does the COO hold after the reported transaction?

After the sale, the COO beneficially owned 19,126 shares of TFSL common stock directly and 13,414 shares indirectly through the ESOP, as reported.

What performance share units were earned by the TFSL COO?

On November 25, 2025, the COO achieved 100% of a target award of 9,800 Performance Share Units, resulting in an earned award of 9,800 shares, scheduled to vest and distribute on December 10, 2026.

What restricted stock units are outstanding for the TFSL COO?

The COO holds several Restricted Stock Unit (RSU) grants, including an 8,700 RSU grant from December 19, 2024 that vests in three equal annual installments beginning December 10, 2025, as well as other RSU grants referenced by earlier award dates.

Does the TFSL COO hold any stock options?

Yes. The COO holds an employee stock option for 11,000 shares of TFSL common stock with an exercise price of $14.74, which has an expiration date of January 5, 2028.

Do the TFSL restricted and performance stock units receive dividends?

Each restricted and performance stock unit represents a right to receive one share of TFSL common stock and is entitled to dividend equivalent rights in cash equal to any cash dividend paid per share during the period the award is outstanding.