STOCK TITAN

TFS Financial (NASDAQ: TFSL) CEO sells 37,844 shares

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

TFS Financial CORP Chairman, President and CEO Marc A. Stefanski reported open-market sales of company common stock. He sold 36,844 shares at $15.12 per share on February 17, 2026 and 1,000 shares at $15.00 per share on February 13, 2026, leaving 71,997 common shares held directly afterward.

The filing also updates his equity incentives, including 215,200 restricted stock units from a retention award granted on December 18, 2025 that fully vest on December 10, 2030, subject to continuous service, and other restricted and performance stock unit grants with multi-year vesting schedules. Indirect holdings in spouse accounts, family trusts, an ESOP, and a 401(k) are also disclosed.

Positive

  • None.

Negative

  • None.
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*
Stefanski Marc A

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026
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 02/13/2026 S 1,000 D $15 108,841 D
Common Stock 02/17/2026 S 36,844 D $15.12 71,997 D
Common Stock 28,200 I By Spouse
Common Stock 37,150 I Trustee for daughter's trust
Common Stock 20,389 I Trust Beneficiary
Common Stock 54,738 I Trustee for sibling trust
Common Stock 11,389 I BY ESOP(1)
Common Stock 112,922 I By 401(k)(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
Restricted Stock Units (2) (3) (3) Common Stock 215,200 215,200 D
Restricted Stock Units (2) (4) (4) Common Stock 40,200 40,200 D
Restricted Stock Units (2) (5) (5) Common Stock 13,567 13,567 D
Restricted Stock Units (2) (6) (6) Common Stock 26,934 26,934 D
Performance Restricted Share Units (2) (7) (7) Common Stock 20,400 20,400 D
Restricted Stock Units (2) (8) (8) Common Stock 33,400 33,400 D
Restricted Stock Units (2) (9) (9) Common Stock 35,700 35,700 D
Restricted Stock Units (2) (10) (10) Common Stock 693,048 693,048 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 December 18, 2025 the reporting person received a retention award grant of 215,200 restricted stock units ("RSU's"). These RSU's fully vest on December 10, 2030, subject to the reporting persons continuous service, and with certain limited exceptions.
4. On December 18, 2025, the reporting person received a grant of 40,200 Restricted Stock Units (RSUs). These RSUs vest in three equal annual installments beginning December 10, 2026.
5. On March 4, 2024, the reporting person received a grant of 40,700 Restricted Stock Units (RSUs). These RSUs vest in three equal annual installments beginning December 10, 2024.
6. On December 19, 2024, the reporting person received a grant of 40,400 Restricted Stock Units (RSUs). These RSUs vest in three equal annual installments beginning December 10, 2025.
7. On November 25, 2025, the reporting person achieved performance level of 100% on a target award of 20,400 Performance Share Units ("PSUs"), resulting in a total earned award of 20.400 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.
8. As reported on a Form 4 dated May 14, 2009, the reporting person received a grant of 33,400 restricted stock units that vest in four equal annual installments beginning on May 12, 2010. Vested shares may be distributed to the reporting person only after the person's termination of employment with TFS Financial Corporation.
9. As reported on a Form 4 dated May 18, 2010, the Reporting Person received a grant of 35,700 restricted stock units that vest in four equal installments beginning on May 14, 2011. Vested shares may be distributed to the Reporting Person only after that person's termination of employment with TFS Financial Corporation.
10. As reported on a Form 4 dated August 13, 2008, the Reporting Person received a grant of 701,800 Restricted Stock Units ("RSUs") on August 11, 2008. These RSUs vest 10% on each of the third through the ninth anniversaries of the date of the grant and 30% on the tenth anniversary of the date of the grant. Vested shares may be distributed to the Reporting Person only after the person's termination of employment from TFS Financial Corporation. 3,387 shares were delivered to the issuer on August 13, 2012; and 5,365 shares were delivered to the issuer on August 11, 2015; to pay for the applicable withholding tax due upon vesting.
Remarks:
/s/ Susanne N. Miller, Pursuant to Power of Attorney 02/18/2026
** 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.

FAQ

What insider transaction did TFS Financial (TFSL) report for Marc A. Stefanski?

TFS Financial reported that CEO Marc A. Stefanski sold company common stock in open-market transactions. He sold 36,844 shares at $15.12 and 1,000 shares at $15.00, both in February 2026, and reported updated post-sale share holdings.

How many TFS Financial (TFSL) shares did the CEO sell and at what prices?

Marc A. Stefanski sold 36,844 TFS Financial common shares at $15.12 each on February 17, 2026, and 1,000 shares at $15.00 on February 13, 2026. Both transactions were reported as open-market sales of non-derivative common stock.

How many TFS Financial (TFSL) shares does the CEO hold directly after the reported sales?

After the February 17, 2026 transaction, Marc A. Stefanski reported holding 71,997 TFS Financial common shares directly. This figure reflects his remaining non-derivative common stock ownership following the open-market sales disclosed in the Form 4 filing.

What restricted stock unit awards does TFS Financial (TFSL) disclose for its CEO?

The filing shows several restricted stock unit awards for Marc A. Stefanski, including a 215,200-unit retention grant from December 18, 2025 that fully vests on December 10, 2030, plus multiple other RSU grants vesting in annual installments beginning in 2024, 2025, and 2026.

What performance share units does the TFS Financial (TFSL) CEO have outstanding?

Marc A. Stefanski earned 20,400 performance share units after achieving 100% of a target award tied to results for the two fiscal years ended September 30, 2025. These units, plus related dividend equivalents, are scheduled to vest and distribute on December 10, 2026.

Does the TFS Financial (TFSL) CEO have indirect holdings in company stock?

Yes. The Form 4 discloses indirect TFS Financial common stock holdings for Marc A. Stefanski through his spouse, various family trusts, an employee stock ownership plan, and a 401(k) account, in addition to his directly held shares and equity awards.
Tfs Finl Corp

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4.19B
279.21M
Banks - Regional
Savings Institution, Federally Chartered
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United States
CLEVELAND