[Form 4] TFS Financial Corporation Insider Trading Activity
Rhea-AI Filing Summary
TFS Financial Corporation insider Marc A. Stefanski reported a sale of 7,200 shares on 08/29/2025 at $14.17 per share. The Form 4 shows this reporting person serves as Chairman, President and CEO and continues to hold substantial direct and indirect equity and equity-linked awards. After the reported sale his direct beneficial ownership is shown as 0 shares from that line, while the filing lists multiple indirect and direct holdings including 111,398 shares held in a 401(k)/ESOP, trusts and family-related accounts, and large outstanding equity awards: RSUs, PSUs totaling tens of thousands of shares and 196,700 stock options exercisable at $19.06 expiring 12/17/2025. The Form includes explanations of vesting schedules and a note that some transfers changed shares from indirect to direct ownership earlier in 2025.
Positive
- None.
Negative
- None.
Insights
TL;DR: CEO sold a small block; retains significant vested and unvested holdings and complex indirect ownership structures.
The sale of 7,200 shares at $14.17 is a routine disclosure by the CEO and does not, by itself, materially alter his overall economic exposure to TFSL given extensive indirect holdings and large outstanding equity awards and options. The filing details multi-account ownership (spouse, trusts, GRAT, ESOP/401(k)) and multiple long-dated compensation instruments with staggered vesting, which suggests alignment with shareholders but also potential future share issuance upon vesting/exercise. From a governance perspective, the Form 4 is comprehensive and clarifies prior transfers that changed indirect to direct ownership.
TL;DR: Significant equity compensation remains outstanding; a near-term option tranche is exercisable before year-end.
The filing lists substantial equity awards: numerous restricted stock units and performance units aggregating hundreds of thousands of potential shares and 196,700 options with $19.06 strike exercisable by 12/17/2025. The reported cash sale at $14.17 contrasts with the option strike above, indicating the options are currently out-of-the-money. Vesting schedules and dividend-equivalent treatment for RSUs/PSUs are disclosed, which is important for modeling potential dilution and future insider alignment.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 7,200 | $14.17 | $102K |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Performance Restricted Share Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Employee Stock Option (right to buy) | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (11)
- F1. Ending shares reflect the transfer of 10,700 shares on May 21, 2025 from the Grantor Retained Annuity Trust ("GRAT") of the reporting person . This transaction changed the beneficial ownership of such shares from indirect to direct ownership.
- F2. Reflects transactions not required to be reported under Section 16 of the Securities Exchange Act, as amended.
- F3. 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.
- F4. 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.
- F5. On December 15, 2022, the reporting person received a grant of 40,200 Restricted Stock Units (RSUs). These RSUs vest in three equal annual installments beginning December 10, 2023.
- F6. 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.
- F7. On November 21, 2024, the reporting person achieved performance level of 90.0% on a target award of 40,200 Performance Share Units ("PSUs"), resulting in a total earned award of 36,180 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.
- F8. 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.
- F9. 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.
- F10. 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.
- F11. As reported on a Form 4 dated December 17, 2015, the reporting person received a grant of 196,700 stock options. These stock options vest in three equal annual installments beginning December 10, 2016.
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