TFS Financial Corp Reports Leadership Changes

TL;DR

TFS Financial Corp (TFSL) filed an 8-K on 12/22/25 detailing officer/director changes and compensation updates.

AI Summary

TFS Financial Corporation filed an 8-K on December 22, 2025, reporting on the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements. The filing details changes within the company's leadership and executive compensation structures.

Why It Matters

This filing indicates potential shifts in the company's strategic direction or governance due to changes in key leadership positions and executive compensation.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure regarding leadership and compensation, not indicating immediate financial distress or significant operational changes.

Key Players & Entities

• TFS Financial Corporation (company) — Registrant
• December 22, 2025 (date) — Date of Report
• 001-33390 (company) — SEC File Number
• 52-2054948 (company) — IRS Employer Identification No.
• 7007 Broadway Ave., Cleveland, Ohio 44105 (company) — Principal executive offices address

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share TFSL The NASDAQ Stock Market,
• $3.1 million — ts ("RSUs"), with a grant date value of $3.1 million that are subject to five-year cliff ves
• $4.6 million — ts ("PSUs"), with a grant date value of $4.6 million that are subject to the Company's achie

Filing Documents

• tfsl-20251222.htm (8-K) — 37KB
• a101exrsuaward2025-12x18ag.htm (EX-10.1) — 29KB
• a102expsuaward2025-12x18ag.htm (EX-10.2) — 34KB
• image_0.jpg (GRAPHIC) — 88KB
• image_0a.jpg (GRAPHIC) — 88KB
• 0001381668-25-000109.txt ( ) — 473KB
• tfsl-20251222.xsd (EX-101.SCH) — 2KB
• tfsl-20251222_lab.xml (EX-101.LAB) — 21KB
• tfsl-20251222_pre.xml (EX-101.PRE) — 12KB
• tfsl-20251222_htm.xml (XML) — 3KB

From the Filing

tfsl-20251222 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 22, 2025 TFS FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) United States of America 001-33390 52-2054948 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 7007 Broadway Ave., Cleveland, Ohio 44105 (Address of principle executive offices) (Zip Code) Registrant's telephone number, including area code ( 216) 441-6000 Not applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act Title of each class Trading Symbol(s) Name of each exchange in which registered Common Stock, par value $0.01 per share TFSL The NASDAQ Stock Market, LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging Growth Company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Special One-Time Retention Award On December 18, 2025, TFS Financial Corporation (the "Company") granted a special one-time equity award (the "Retention Award") to Marc Stefanski, the Company's Chairman, President and Chief Executive Officer. The Retention Award was unanimously approved by the Company's Compensation Committee and by the independent members of the Board of Directors and consists of 215,200 restricted stock units ("RSUs"), with a grant date value of $3.1 million that are subject to five-year cliff vesting, and 322,800 performance stock units ("PSUs"), with a grant date value of $4.6 million that are subject to the Company's achievement of performance goals and five-year cliff vesting. The Retention Award was granted under the Company's Amended and Restated 2008 Equity Incentive Plan. Each RSU and PSU represents the right to receive one share of the Company's common stock upon vesting. The Retention Award consists of 60% PSUs and 40% RSUs. The Retention Award was designed to directly incentivize Mr. Stefanski's leadership for the next five years in order to protect and enhance long-term shareholder value and preserve the continuity of the core management team and build upon the succession plans of the Company. The Compensation Committee and Board determined to grant the Retention Award at this time based on its assessment of Mr. Stefanski's contributions, and the importance of retaining and motivating Mr. Stefanski, whose leadership is valued by the Board, employees, investors, customers and business partners. The Compensation Committee and independent Board members in unanimously approving the Retention Award considered Mr. Stefanski's industry knowledge, skill sets in executive management, knowledge of, familiarity with and business reputation in the markets served by the Company and the Company's business operations uniquely qualify him to lead the Company. In determining the appropriateness of granting the Retention Award, the Compensation Committee and the independent Board members received relevant information and benchmarking data from Exequity LLP, the Compensation Committee's independent compensation consultant. The RSUs issued under the Retention Award will not vest until December 10, 2030, subject to Mr. Stefanski's continuous service, and with certain limited exceptions, such as death and disability. In the event of Mr. Stefanski's termination of employment due to death or disability, all RSUs will fully vest. In the event of an involuntary termination with or without cause or a voluntary termination, the unvested RSUs will be forfeited. Notably, and unlike the Company's historical equity incentive compensation program, the Retention Award does not include any retirement vesting provisions . RSUs include dividend-equ

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View this 8-K filing on SEC EDGAR