TFS Financial CORP·4

Feb 13, 2:35 PM ET

Stefanski Marc A 4

4 · TFS Financial CORP · Filed Feb 13, 2026

Research Summary

AI-generated summary of this filing

Updated

TFS Financial (TFSL) CEO Marc Stefanski Sells Shares

What Happened

  • Marc A. Stefanski, Chairman, President and CEO of TFS Financial Corporation (TFSL), reported open‑market sales of common stock. He sold 7,149 shares on 2026-02-12 at $15.03 each ($107,449) and 7 shares on 2026-02-11 at $15.00 each ($105), for a combined total of 7,156 shares and roughly $107,554. These transactions are coded as sales (S).

Key Details

  • Transaction dates and prices:
    • 2026-02-12: 7,149 shares @ $15.03 — $107,449
    • 2026-02-11: 7 shares @ $15.00 — $105
  • Filing: Form 4 filed 2026-02-13 (appears timely under Section 16 reporting deadlines).
  • Shares owned after transaction: not specified in the filing.
  • No 10b5-1 plan or other trading plan is disclosed in the filing.
  • Relevant footnotes (F2–F10) describe multiple outstanding restricted stock units (RSUs) and performance stock units (PSUs), vesting schedules, and past share deliveries for tax withholding; F1 notes some transactions described elsewhere were not required to be reported under Section 16.

Context

  • These were sales (dispositions), not purchases or exercises. Sales by executives can be routine (liquidity or tax-related) and do not by themselves indicate a change in insider sentiment. The filing also documents various RSU/PSU awards with staggered vesting and distribution rules, which provide additional context about the insider’s longer‑term equity compensation.

Insider Transaction Report

Form 4
Period: 2026-02-11
Stefanski Marc A
DirectorChairman, President and CEO
Transactions
  • Sale

    Common Stock

    2026-02-12$15.03/sh7,149$107,449109,848 total
  • Sale

    Common Stock

    2026-02-11$15.00/sh7$105109,841 total
Holdings
  • Common Stock

    (indirect: By Spouse)
    28,200
  • Common Stock

    (indirect: By Trust)
    37,150
  • Common Stock

    (indirect: By Trust)
    20,389
  • Common Stock

    (indirect: By Trust)
    54,738
  • Common Stock

    [F1]
    (indirect: BY ESOP)
    11,389
  • Common Stock

    [F1]
    (indirect: By 401(k))
    112,922
  • Restricted Stock Units

    [F2][F3]
    Common Stock (215,200 underlying)
    215,200
  • Restricted Stock Units

    [F2][F4]
    Common Stock (40,200 underlying)
    40,200
  • Restricted Stock Units

    [F2][F5]
    Common Stock (13,567 underlying)
    13,567
  • Restricted Stock Units

    [F2][F6]
    Common Stock (26,934 underlying)
    26,934
  • Performance Restricted Share Units

    [F2][F7]
    Common Stock (20,400 underlying)
    20,400
  • Restricted Stock Units

    [F2][F8]
    Common Stock (33,400 underlying)
    33,400
  • Restricted Stock Units

    [F2][F9]
    Common Stock (35,700 underlying)
    35,700
  • Restricted Stock Units

    [F2][F10]
    Common Stock (693,048 underlying)
    693,048
Footnotes (10)
  • [F1]Reflects transactions not required to be reported under Section 16 of the Securities Exchange Act, as amended.
  • [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.
  • [F2]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.
  • [F3]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.
  • [F4]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.
  • [F5]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.
  • [F6]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.
  • [F7]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.
  • [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.
Signature
/s/ Susanne N. Miller, Pursuant to Power of Attorney|2026-02-13

Documents

1 file
  • 4
    wk-form4_1771011329.xmlPrimary

    FORM 4