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TFS Financial Corp (TFSL) insider details equity award vesting and sale

Filing Impact
(High)
Filing Sentiment
(Positive)
Form Type
4

Rhea-AI Filing Summary

TFS Financial Corp’s director and Chief Financial Officer reported equity award activity and a related share sale. On December 10, 2025, performance and restricted stock units converted into common stock, including 19,170 performance-based shares earned at 90.0% of a 21,300-share target award for the two-year period ended September 30, 2024, and additional restricted stock unit tranches of 4,734, 4,800 and 5,533 shares.

The officer then delivered 15,528 common shares back to the company at $13.91 per share to cover withholding taxes tied to these awards. After these transactions, the officer directly holds 67,236 common shares, plus 371 shares through a 401(k) and 549 shares through an ESOP. The filing also shows unvested performance and restricted stock units, including a 12,700-share performance award earned at 100% of target for the two-year period ended September 30, 2025, and employee stock options covering 54,400, 24,200 and 187,500 shares at exercise prices of $19.31, $19.06 and $14.74.

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*
WEIL MEREDITH S

(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)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/10/2025
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 12/10/2025 M 19,170(1) A $0 67,697 D(2)
Common Stock 12/10/2025 M 4,734(1) A $0 72,431 D(2)
Common Stock 12/10/2025 M 4,800(1) A $0 77,231 D(2)
Common Stock 12/10/2025 M 5,533(1) A $0 82,764 D(2)
Common Stock 12/10/2025 M 15,528(3) D $13.91 67,236 D(2)
Common Stock 371 I By 401(k)(4)
Common Stock 549 I BY ESOP(4)
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 (5) 12/10/2025 M 19,170 (6) (6) Common Stock 19,170 $0 0 D
Restricted Stock Units (5) 12/10/2025 M 4,734 (7) (7) Common Stock 4,734 $0 0 D
Restricted Stock Units (5) 12/10/2025 M 4,800 (8) (8) Common Stock 4,800 $0 4,800 D
Restricted Stock Units (5) 12/10/2025 M 5,533 (9) (9) Common Stock 5,533 $0 11,067 D
Performance Restricted Share Units (5) (10) (10) Common Stock 12,700 12,700 D
Restricted Stock Units (5) (11) (11) Common Stock 3,600 3,600 D
Employee Stock Option (right to buy) $19.31 (12) 12/15/2026 Common Stock 54,400 54,400 D
Employee Stock Option (right to buy) $19.06 (13) 12/17/2025 Common Stock 24,200 24,200 D
Employee Stock Option (right to buy) $14.74 (14) 01/05/2028 Common Stock 187,500 187,500 D
Explanation of Responses:
1. These common shares were acquired upon the vesting and settlement of certain restricted or performance stock units (RSUs) and (PSUs).
2. Shares are held with shared voting power with spouse.
3. These common shares were delivered to the issuer to pay for applicable withholding tax due upon the exercise of certain restricted stock units or performance share units.
4. Reflects transactions not required to be reported under Section 16 of the Securities Exchange Act, as amended.
5. 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.
6. On November 21, 2024, the reporting person achieved performance level of 90.0% on a target award of 21,300 Performance Share Units ("PSUs"), resulting in a total earned award of 19,170 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.
7. On December 15, 2022, the reporting person received a grant of 14,200 Restricted Stock Units (RSUs). These RSUs vest in three equal installments beginning December 10, 2023
8. On March 4, 2024, the reporting person received a grant of 14,400 Restricted Stock Units (RSUs). These RSUs vest in three equal annual installments beginning December 10, 2024.
9. On December 19, 2024, the reporting person received a grant of 16,600 Restricted Stock Units (RSUs). These RSUs vest in three equal annual installments beginning December 10, 2025.
10. On November 25, 2025, the reporting person achieved performance level of 100% on a target award of 12,700 Performance Share Units ("PSUs"), resulting in a total earned award of 12,700 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.
11. As reported on a Form 4 dated September 29, 2011, the reporting person received a grant of 3,600 restricted stock units that vest in four equal annual installments beginning May 14, 2011. Vested shares may be distributed to the Reporting Person only after that person's termination of employment with TFS Financial Corporation.
12. As reported on a Form 4 dated December 15, 2016, the reporting person received a grant of 79,400 stock options. These stock options vest in three equal annual installments beginning December 10, 2017.
13. As reported on a Form 4 dated December 17, 2015, the reporting person received a grant of 49,200 stock options on December 15, 2015. These stock options vest in three equal annual installments beginning December 10, 2016.
14. As reported on a Form 4 dated January 8, 2018, the reporting person received a grant of 187,500 stock options. These stock options vest in three equal annual installments beginning December 10, 2018.
Remarks:
/s/ Susanne N. Miller, Pursuant to Power of Attorney 12/12/2025
** 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.

FAQ

What insider stock activity did TFS Financial Corp (TFSL) report in this filing?

A director and Chief Financial Officer of TFS Financial Corp reported the vesting and settlement of performance and restricted stock units into common shares, along with a sale of shares back to the company primarily to cover tax withholding obligations.

How many TFS Financial Corp shares did the officer sell and at what price?

The officer disposed of 15,528 common shares of TFS Financial Corp at a price of $13.91 per share, with the explanation that these shares were delivered to the issuer to pay applicable withholding tax due upon the exercise of certain restricted stock units or performance share units.

How many TFS Financial Corp shares does the officer own after these transactions?

Following the reported transactions, the officer beneficially owns 67,236 common shares directly. In addition, the officer has 371 shares held through a 401(k) plan and 549 shares held through an ESOP, both reported as indirect ownership.

What performance share units (PSUs) and restricted stock units (RSUs) were involved for TFSL?

The activity includes 19,170 performance share units earned at 90.0% of a 21,300-share target award for the two fiscal years ended September 30, 2024, and RSU tranches of 4,734, 4,800, and 5,533 shares vesting on December 10, 2025. Another PSU award of 12,700 shares was earned at 100% of target for the two-year period ended September 30, 2025, scheduled to vest and distribute on December 10, 2026.

What stock options does the TFS Financial Corp officer still hold?

The officer holds employee stock options on 54,400 shares at an exercise price of $19.31, 24,200 shares at $19.06, and 187,500 shares at $14.74, each giving the right to buy TFS Financial Corp common stock.

How are dividends treated on the TFS Financial Corp RSUs and PSUs?

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

Tfs Finl Corp

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4.16B
279.21M
0.46%
91.92%
1.4%
Banks - Regional
Savings Institution, Federally Chartered
Link
United States
CLEVELAND