STOCK TITAN

TFS Financial (TFSL) COO exercises options and sells 594 common shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

TFS Financial CORP Chief Operating Officer Andrew J. Rubino exercised employee stock options and adjusted his equity holdings. He exercised 11,000 options at $14.74 per share, with 10,406 shares delivered to the issuer at $15.97 per share to cover the exercise price and taxes, and sold 594 shares in the open market at $16.09 per share.

After these transactions, Rubino directly holds 21,310 shares of common stock and indirectly holds 13,887 shares through an ESOP. He also holds performance and restricted stock unit awards tied to common stock, including 9,800 performance share units earned at 100% of target that are scheduled to vest and distribute on December 10, 2026, along with multiple restricted stock unit grants that vest in annual installments beginning in 2024, 2025, and 2026.

Positive

  • None.

Negative

  • None.
Insider Rubino Andrew J
Role Chief Operating Officer
Sold 594 shs ($10K)
Type Security Shares Price Value
Exercise Employee Stock Option (right to buy) 11,000 $14.74 $162K
Exercise Common Stock 11,000 $14.74 $162K
Tax Withholding Common Stock 10,406 $15.97 $166K
Sale Common Stock 594 $16.09 $10K
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Performance Restricted Share Units -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Employee Stock Option (right to buy) — 0 shares (Direct, null); Common Stock — 32,310 shares (Direct, null); Restricted Stock Units — 14,300 shares (Direct, null); Performance Restricted Share Units — 9,800 shares (Direct, null); Common Stock — 13,887 shares (Indirect, ESOP)
Footnotes (1)
  1. These common shares were acquired upon the vesting and settlement of certain stock options. These common shares were delivered to the issuer to pay for the options exercise price and applicable withholding tax due upon the exercise of certain stock options. Reflects transactions not required to be reported under Section 16 of the Securities Exchange Act, as amended. On January 5, 2018, the reporting person received a grant of 11,000 stock options. These options will fully vest on December 10, 2020 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.
Options exercised 11,000 shares at $14.74 Employee stock option exercise on 2026-05-26
Shares sold 594 shares at $16.09 Open-market sale on 2026-05-26
Shares delivered for taxes/exercise 10,406 shares at $15.97 Delivered to issuer for exercise price and withholding tax
Direct common stock holding 21,310 shares Common stock held directly after transactions
Indirect ESOP holding 13,887 shares Common stock held indirectly through ESOP
Performance share units 9,800 units PSUs earned at 100% of target, vesting 2026-12-10
RSU grant 14,300 units RSUs granted 2025-12-18, vesting over three years
RSU grant 8,700 units RSUs granted 2024-12-19, vesting over three years
Performance Restricted Share Units financial
"security_title: "Performance Restricted Share Units" and footnote describing performance share units"
Restricted Stock Units financial
"security_title: "Restricted Stock Units" with grants that vest in three equal annual installments"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Employee Stock Option (right to buy) financial
"security_title: "Employee Stock Option (right to buy)" exercised into common stock"
tax-withholding disposition financial
"transaction_action: "tax-withholding disposition" for shares delivered to pay exercise price and taxes"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
dividend equivalent rights financial
"footnote: units are entitled to dividend equivalent rights in the form of cash payments"
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.
employee stock ownership plan (ESOP) financial
"nature_of_ownership: "ESOP" for indirect common stock holdings"
An employee stock ownership plan (ESOP) is a company-run retirement and ownership program that gives workers shares or the right to buy shares, so employees collectively hold part of the business. It matters to investors because ESOPs change who owns the company and can affect share supply, corporate incentives and long-term performance—think of it like turning employees into partial owners, which can align interests but also dilute existing shareholders or alter cash flows for payouts.
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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)
05/26/2026
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 Stock05/26/2026M11,000(1)A$14.7432,310D
Common Stock05/26/2026F10,406(2)D$15.9721,904D
Common Stock05/26/2026S594D$16.0921,310D
Common Stock13,887IESOP(3)
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
Employee Stock Option (right to buy)$14.7405/26/2026M11,000 (4)01/05/2028Common Stock11,000$14.740D
Restricted Stock Units(5) (6) (6)Common Stock14,30014,300D
Restricted Stock Units(5) (7) (7)Common Stock2,1672,167D
Restricted Stock Units(5) (8) (8)Common Stock5,8005,800D
Performance Restricted Share Units(5) (9) (9)Common Stock9,8009,800D
Explanation of Responses:
1. These common shares were acquired upon the vesting and settlement of certain stock options.
2. These common shares were delivered to the issuer to pay for the options exercise price and applicable withholding tax due upon the exercise of certain stock options.
3. Reflects transactions not required to be reported under Section 16 of the Securities Exchange Act, as amended.
4. On January 5, 2018, the reporting person received a grant of 11,000 stock options. These options will fully vest on December 10, 2020
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 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.
7. 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.
8. 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.
9. 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.
Remarks:
/s/ Susanne N. Miller, Pursuant to Power of Attorney05/27/2026
** 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 TFSL COO Andrew J. Rubino report in this Form 4 filing?

Rubino reported exercising employee stock options for 11,000 TFS Financial shares, delivering 10,406 shares to cover exercise price and taxes, and selling 594 shares in the open market. The filing also updates his direct, ESOP, and equity award holdings.

How many TFS Financial (TFSL) options did Andrew Rubino exercise and at what price?

He exercised 11,000 employee stock options at an exercise price of $14.74 per share. These options were originally granted on January 5, 2018 and were scheduled to fully vest on December 10, 2020, according to the footnotes in the filing.

How many TFSL shares did Andrew Rubino sell or deliver in connection with this transaction?

He sold 594 TFS Financial common shares in an open-market transaction at $16.09 per share. Separately, 10,406 shares were delivered to the issuer at $15.97 per share to pay the option exercise price and applicable withholding taxes.

What are Andrew Rubino’s TFS Financial share holdings after these Form 4 transactions?

Following the transactions, Rubino directly holds 21,310 shares of TFS Financial common stock and indirectly holds 13,887 shares through an employee stock ownership plan (ESOP). These positions are in addition to his outstanding performance and restricted stock unit awards tied to common stock.

What TFS Financial (TFSL) performance share units and restricted stock units does Rubino hold?

He has 9,800 performance share units that earned at 100% of target for a performance period ending September 30, 2025, vesting and distributing on December 10, 2026. He also received RSU grants of 14,300, 6,500, and 8,700 units that vest in three annual installments.