STOCK TITAN

COO of TFS Financial (TFSL) sells 6,600 company shares

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

Rhea-AI Filing Summary

TFS Financial CORP Chief Operating Officer Andrew J. Rubino reported an open-market sale of 6,600 shares of common stock at a weighted-average price of $15.18 per share on May 6, 2026. Following this sale, he directly holds 21,310 common shares and indirectly holds 13,887 shares through an ESOP.

Rubino also reports equity awards that remain outstanding, including 11,000 stock options with a $14.74 exercise price expiring on January 5, 2028, 9,800 performance share units earned at 100% of target, and multiple restricted stock unit grants scheduled to vest in annual installments beginning in 2024, 2025, and 2026.

Positive

  • None.

Negative

  • None.
Insider Rubino Andrew J
Role Chief Operating Officer
Sold 6,600 shs ($100K)
Type Security Shares Price Value
Sale Common Stock 6,600 $15.18 $100K
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: Common Stock — 21,310 shares (Direct, null); Restricted Stock Units — 14,300 shares (Direct, null); Performance Restricted Share Units — 9,800 shares (Direct, null); Employee Stock Option (right to buy) — 11,000 shares (Direct, null); Common Stock — 13,887 shares (Indirect, ESOP)
Footnotes (1)
  1. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on May 6, 2026. The actual sale prices ranged from a low of $15.11 to a high of $15.25, inclusive. Each reporting person undertakes to provide upon request of the SEC Staff, TFS Financial Corporation or any security holder of TFS Financial Corporation full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 2 decimal points. 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 December 18, 2025, the reporting person received a grant of 14,300 Restricted Stock Units (RSUs). These RSUs vest in three equal annual installments beginning December 10, 2026. 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 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 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 January 5, 2018, the reporting person received a grant of 11,000 stock options. These options will fully vest on December 10, 2020
Shares sold 6,600 shares Open-market sale of common stock on May 6, 2026
Weighted-average sale price $15.18 per share Common stock sale on May 6, 2026; prices ranged $15.11–$15.25
Direct common shares after sale 21,310 shares Direct ownership of TFS Financial common stock following transaction
Indirect ESOP shares 13,887 shares Indirect ownership through ESOP as of May 6, 2026
Employee stock options 11,000 options at $14.74 Options granted January 5, 2018, expiring January 5, 2028
Performance share units earned 9,800 units PSUs earned at 100% of target for period ending September 30, 2025
RSU grant December 18, 2025 14,300 RSUs Vesting in three equal annual installments beginning December 10, 2026
RSU grants 2024–2024 6,500 and 8,700 RSUs Grants on March 4, 2024 and December 19, 2024 with three-year vesting
Performance Restricted Share Units financial
"Performance Restricted Share Units, underlying security title Common Stock"
dividend equivalent rights financial
"Restricted and performance stock units are entitled to dividend equivalent rights in the form of a cash payment"
Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.
Section 16 of the Securities Exchange Act regulatory
"Reflects transactions not required to be reported under Section 16 of the Securities Exchange Act, as amended."
weighted-average sale price per share financial
"Represents the weighted-average sale price per share of a series of transactions"
Employee Stock Option (right to buy) financial
"Employee Stock Option (right to buy), underlying security title Common Stock"
SEC Form 4
FORM 4UNITED 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 OHIO 44105

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
TFS Financial CORP [ TFSL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/06/2026S6,600D$15.18(1)21,310D
Common Stock13,887IESOP(2)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(3) (4) (4)Common Stock14,30014,300D
Restricted Stock Units(3) (5) (5)Common Stock2,1672,167D
Restricted Stock Units(3) (6) (6)Common Stock5,8005,800D
Performance Restricted Share Units(3) (7) (7)Common Stock9,8009,800D
Employee Stock Option (right to buy)$14.74 (8)01/05/2028Common Stock11,00011,000D
Explanation of Responses:
1. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on May 6, 2026. The actual sale prices ranged from a low of $15.11 to a high of $15.25, inclusive. Each reporting person undertakes to provide upon request of the SEC Staff, TFS Financial Corporation or any security holder of TFS Financial Corporation full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 2 decimal points.
2. Reflects transactions not required to be reported under Section 16 of the Securities Exchange Act, as amended.
3. 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.
4. On December 18, 2025, the reporting person received a grant of 14,300 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 6,500 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 8,700 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 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.
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 Attorney05/06/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did TFS Financial (TFSL) COO Andrew J. Rubino report on this Form 4?

Andrew J. Rubino reported selling 6,600 shares of TFS Financial common stock in an open-market transaction. The weighted-average sale price was $15.18 per share on May 6, 2026, and he continues to hold a substantial direct and indirect equity position in the company.

How many TFS Financial (TFSL) shares does the COO hold after the reported sale?

After selling 6,600 shares, Andrew J. Rubino directly holds 21,310 shares of TFS Financial common stock. He also indirectly holds 13,887 shares through an ESOP, in addition to outstanding stock options, performance share units, and restricted stock units linked to future vesting schedules.

At what price did TFS Financial (TFSL) COO Andrew Rubino sell his shares?

The reported weighted-average sale price was $15.18 per share for the 6,600 shares sold. Footnote disclosure states the actual trade prices ranged from $15.11 to $15.25 on May 6, 2026, with full trade-by-trade details available upon request to the company or the SEC staff.

What stock options does the TFS Financial (TFSL) COO still hold?

Andrew J. Rubino holds 11,000 employee stock options to buy TFS Financial common stock at $14.74 per share. These options were granted on January 5, 2018, fully vested on December 10, 2020, and are scheduled to expire on January 5, 2028, if not exercised earlier.

What performance share units are outstanding for the TFS Financial (TFSL) COO?

Rubino has 9,800 performance share units tied to TFS Financial common stock. The company determined he achieved 100% of the target award for a two-year performance period ending September 30, 2025, with shares and related dividend-equivalent cash amounts scheduled to vest and distribute on December 10, 2026.

What restricted stock unit grants has the TFS Financial (TFSL) COO received?

Footnotes show Andrew J. Rubino received 6,500 RSUs on March 4, 2024, 8,700 RSUs on December 19, 2024, and 14,300 RSUs on December 18, 2025. These RSU grants vest in three equal annual installments beginning December 10 of 2024, 2025, and 2026, respectively, subject to continued service.