8-K - TFSL - Equibles

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<br>of incorporation)	(Commission<br>File Number)	(IRS Employer<br>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-equivalent rights, which will vest (become payable) at the same time and subject to the same conditions as the RSUs. The RSUs are subject to the Company’s standard provisions for forfeiture and clawback provisions.

The PSUs 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 vesting upon death and disability. In the event of Mr. Stefanski’s termination of employment due to death or disability, all PSUs will fully vest. In the event of an involuntary termination with or without cause or a voluntary termination, the unvested PSUs will be forfeited. Notably, and unlike the Company’s historical equity incentive compensation program, the Retention Award does not include any retirement vesting provisions. The PSUs will be earned over five fiscal years, commencing on October 1, 2025 and ending on September 30, 2030, with twenty percent (20%) of the PSUs earned each fiscal year provided that the Company’s reported return on average assets is achieved at a level of 0.55% or higher for the respective fiscal year. PSUs will accrue dividend equivalent rights to the extent the underlying PSUs vest. Any PSUs determined as earned during the performance periods, and any dividend equivalent rights, will be paid at the end of (and subject to) the vesting period. The PSUs are subject to the Company’s standard provisions for forfeiture and clawback provisions.

Additional Terms and Requirements

The Award is subject to post-employment restrictions against competition, the solicitation of clients and employees of the Company, and the use or disclosure of confidential information.

The foregoing summary of the Retention Award is qualified in all respects by reference to the text of the award agreements that govern the Retention Award. A copy of the award agreements are attached as Exhibit 10.1 and 10.2 to this Current Report and are incorporated into this Item 5.02 by reference.

FORM 8-K EXHIBIT INDEX

Exhibit No.

10.1 R SU Award Agreement

10.2 PSU Award Agreement

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TFS FINANCIAL CORPORATION<br><br>(Registrant)
Date: December 22, 2025	By:	/s/ Meredith S. Weil
		Meredith S. Weil
		Chief Financial Officer

Document

TFS Financial Corporation Amended & Restated 2008 Equity Incentive Plan Restricted Stock Unit Award Agreement

Marc A. Stefanski

December 18, 2025

TFS Financial Corporation Amended & Restated 2008 Equity Incentive Plan Restricted Stock Unit Award Agreement

THIS AGREEMENT, effective as of the Date of Grant set forth below, represents a grant of Restricted Stock Units (“RSUs”) by TFS Financial Corporation, a Federal corporation (the “Company”), to the Participant named below, pursuant to the provisions of the TFS Financial Corporation Amended & Restated 2008 Equity Incentive Plan (the “Plan”).

You have been selected to receive a grant of RSUs pursuant to the Plan, as specified below.

The Plan provides a description of the terms and conditions governing the RSUs. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement. All capitalized terms used herein shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

The parties hereto agree as follows:

Participant: Marc A. Stefanski

Date of Grant: December 18, 2025

Number of RSUs Granted: 215,200

Purchase Price: None

1. Employment With the Company. Except as may otherwise be provided in Sections 6, 7, and 8, the RSUs granted hereunder are granted on the condition that the Participant remains an Employee of the Company or its Subsidiaries either in the role of Chief Executive Officer or as Executive Chairman from the Date of Grant through (and including) the vesting date, as set forth in Section 2 (referred to herein as the “Period of Restriction”).

This grant of RSUs shall not confer any right to the Participant (or any other Participant) to be granted in the future RSUs or other Awards under the Plan.

2. Vesting. Except as hereinafter provided, the RSUs shall vest according to the following schedule, provided the Participant has continued in the employment of the Company or its Subsidiaries through such anniversary or anniversaries.

Vesting Date	Number of <br>RSUs Vesting	Cumulative Number <br>of RSUs Vesting
December 10, 2030	215,200	215,200

3. Timing of Payout. Payout of all vested RSUs shall occur as soon as administratively feasible after vesting, but in no event later than sixty (60) days after the vesting; provided, however, that if the Participant is then a “Specified Employee” under Section 409A and the RSUs are to be paid out in accordance with Sections 6 below, the RSUs shall be paid out in accordance with Section 8.1(oo)(v) of the Plan. Notwithstanding anything to the contrary in this Agreement, upon the vesting of any RSUs or the RSUs becoming subject to taxation prior to vesting pursuant to Sections 6 below, the Company may, in its sole discretion, distribute Stock of the Company subject to vested or, in the case of RSUs becoming subject to taxation prior to vesting, unvested RSUs to pay Federal Insurance Contributions Act (“FICA”) tax imposed under Section 3101, Section 3121(a) and Section 3121(v)(2) on the vesting of RSUs or the taxation of the RSUs prior to vesting pursuant to Sections 6 below and to pay income tax at source on wages imposed under Section 3401 or the corresponding provisions of applicable state, local, or foreign tax laws as a result of the payment of the FICA amount and, pursuant to Section 13(c) of this Agreement, the Company may retain such Stock to satisfy the minimum amount of such required tax withholding.

4. Form of Payout. Vested RSUs will be paid out solely in the form of shares of Stock of the Company.

5. Dividend Equivalent and Voting Rights. During the period that the RSUs remain outstanding, Participant shall be entitled to Dividend Equivalent Rights in the form of a cash payment from the Company equal in value to the amount of any cash dividend paid per share of Stock by the Company, multiplied by the number of shares vested and paid out under Section 2. The Dividend Equivalent Rights shall be paid out at the same time as the RSUs are paid out in accordance with Section 3. The Participant shall not have voting rights with respect to the RSUs.

6. Termination of Service by Death or Disability. In the event the employment of the Participant with the Company or its Subsidiaries is terminated by reason of death or Disability (as defined by the U.S. Social Security Administration), all RSUs held by the Participant at the date of termination and still subject to the Period of Restriction shall immediately become fully vested as of the date of termination.

7. Termination of Service for Other Reasons. If the employment of the Participant with the Company or its Subsidiaries shall terminate for any reason other than the reasons set forth in Sections 6, all RSUs held by the Participant at the date of termination and still subject to the Period of Restriction shall be forfeited. Further, in the event that Participant is no longer serving full-time in the role of Chief Executive Officer or in the alternative, as Executive Chairman, all RSUs held by the

8. Change in Control. Notwithstanding anything to the contrary in this Agreement, in the event of a Change in Control of the Company during the Period of Restriction and prior to the Participant’s termination of employment, the Period of Restriction imposed on the RSUs shall immediately lapse, with all such RSUs vesting subject to applicable federal and state securities laws. Notwithstanding anything to the contrary in this Agreement, payout of all vested RSUs shall occur as soon as administratively feasible following a Change in Control, but in no event later than sixty (60) days after the effective date of the Change in Control.

9. Restrictions on Transfer. RSUs granted pursuant to this Agreement may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated (a “Transfer”), other than by will or by the laws of descent and distribution, except as provided in the Plan. If any Transfer, whether voluntary or involuntary, of RSUs is made, or if any attachment, execution, garnishment, or lien shall be issued against or placed upon the RSUs, the Participant’s right to such RSUs shall be immediately forfeited by the Participant to the Company, and this Agreement shall lapse.

11. Beneficiary Designation. The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Director of Human Resources of the Company during the Participant’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.

12. Continuation of Employment. This Agreement shall not confer upon the Participant any right to continue employment with the Company or its Subsidiaries, nor shall this Agreement interfere in any way with the Company’s or its Subsidiaries’ right to terminate the Participant’s employment at any time. The Participant’s employment shall continue to be on an “at-will” basis.

13. Miscellaneous.

which such shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such shares. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant.

(b) The Committee may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan (except as provided in Section 2.9, 3.4 or 6.2 of the Plan) may in any material way adversely impair the Participant’s rights under this Agreement, without the written consent of the Participant.

(c) The Company’s obligation to payout RSUs under this Agreement is subject to withholding of all federal, state and local taxes (including the Participant’s FICA obligation), domestic or foreign. The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy such taxes required by law to be withheld with respect to any payout to the Participant under this Agreement.

The Participant may elect, subject to any procedural rules adopted by the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold shares of Stock having an aggregate Fair Market Value on the date the tax is to be determined, equal to the amount required to be withheld.

(d) The Participant agrees to take all steps necessary to comply with all applicable provisions of federal and state securities laws in exercising his or her rights under this Agreement.

(e) This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(f) All obligations of the Company under the Plan and this Agreement, with respect to the RSUs, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

(g) To the extent any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.

(h) To the extent not preempted by federal law, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Ohio without giving effect to the conflicts of laws principles thereof.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of the Date of Grant.

TFS Financial Corporation

________________________

Secretary

ATTEST:

______________________ ________________________

Participant

Document

TFS Financial Corporation Amended & Restated 2008 Equity Incentive Plan Performance Share Unit Award Agreement

Marc A Stefanski

December 18, 2025

TFS Financial Corporation Amended & Restated 2008 Equity Incentive Plan Performance Share Unit Award Agreement

THIS AGREEMENT, effective as of the Date of Grant set forth below, represents a grant of Performance Share Units (“PSUs”) by TFS Financial Corporation, a Federal corporation (the “Company”), to the Participant named below, pursuant to the provisions of the TFS Financial Corporation Amended & Restated 2008 Equity Incentive Plan (the “Plan”).

You have been selected to receive a grant of PSUs pursuant to the Plan, as specified below.

The Plan provides a description of the terms and conditions governing the PSUs. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement. All capitalized terms used herein shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

The parties hereto agree as follows:

Participant: Marc A. Stefanski

Date of Grant: December 18, 2025

Target Number of PSUs Granted: 322,800

Purchase Price: None

Performance Period: October 1, 2025 through September 30, 2030, with each fiscal year measured independently

Performance Measure: Return on average total assets as reported on the Company's Form 10-K for each of the respective Performance Periods

Vesting Date: December 10, 2030

1. Employment With the Company. Except as may otherwise be provided in Sections 6, 7, and 8, the PSUs granted hereunder are granted on the condition that the Participant remains an Employee of the Company or its Subsidiaries either in the role of Chief Executive Officer or as Executive Chairman from the Date of Grant through the Vesting Date.

This grant of PSUs shall not confer any right to the Participant (or any other Participant) to be granted in the future PSUs or other Awards under the Plan.

2. Vesting. Except as hereinafter provided, the PSUs shall be earned according to the following schedule based on return on average total assets achieved during the Performance Period, provided the Participant has continued in the employment of the Company or its Subsidiaries through the Vesting Date or as otherwise permitted by this Agreement. For purposes of this agreement, return on average total assets for a given fiscal year is as reported in the Company's respective fiscal year 's Form 10-K.

Performance Period	Return on Average Total Assets Attained	Percent of Target Number <br>of PSUs Earned
Fiscal Year 2026	0.55	20%
Fiscal Year 2027	0.55	20%
Fiscal Year 2028<br><br>Fiscal Year 2029	0.55<br><br>0.55	20%<br><br>20%
Fiscal Year 2030	0.55	20%

For the avoidance of doubt, return on average total assets shall be measured each fiscal year from 2026 through 2030 with twenty percent (20%) of the Target Number of PSUs Granted subject to performance in that year. In the event that return on average total assets is below the required performance level in the respective year, such portion of the PSUs shall be forfeited. In the event that return on average total assets is at or above the required performance level, such portion of the PSUs shall remain eligible to vest as of December 10, 2030.

3. Timing of Payout. Payout of all vested PSUs shall occur as soon as administratively feasible after vesting, but in no event later than sixty (60) days after the vesting; provided, however, that if the Participant is then a “Specified Employee” under Section 409A and the PSUs are to be paid out in accordance with Sections 6 below, the PSUs shall be paid out in accordance with Section 8.1(oo)(v) of the Plan. Notwithstanding anything to the contrary in this Agreement, upon the vesting of any PSUs or the PSUs becoming subject to taxation prior to vesting pursuant to Sections 6 below, the Company may, in its sole discretion, distribute Stock of the Company subject to vested or, in the case of PSUs becoming subject to taxation prior to vesting, unvested PSUs to pay Federal Insurance Contributions Act (“FICA”) tax imposed under Section 3101, Section 3121(a) and Section 3121(v)(2) on the vesting of PSUs or the taxation of the PSUs prior to vesting pursuant to Sections 6 below and to pay income tax at source on wages imposed under Section 3401 or the corresponding provisions of applicable state, local, or foreign tax laws as a result of the payment of the FICA amount and, pursuant to Section 13(c) of this Agreement, the Company may retain such Stock to satisfy the minimum amount of such required tax withholding.

4. Form of Payout. Vested PSUs will be paid out solely in the form of shares of Stock of the Company.

5. Dividend Equivalent and Voting Rights. During the period that the PSUs remain outstanding, Participant shall be entitled to Dividend Equivalent Rights in the form of a cash payment from the Company equal in value to the amount of any cash dividend paid per share of Stock by the Company, multiplied by the number of shares vested and paid out under Section 2. The Dividend

Equivalent Rights shall be paid out at the same time as the PSUs are paid out in accordance with Section 3. The Participant shall not have voting rights with respect to the PSUs.

6. Termination of Service by Death or Disability. In the event the employment of the Participant with the Company or its Subsidiaries is terminated by reason of death or Disability (as defined by the U.S. Social Security Administration), to the extent that the Performance Period is not yet complete as of such termination, the Target Number of PSUs held by the Participant at the date of termination and still subject to the Performance Period shall immediately become fully vested as of the date of termination. In addition, to the extent that the Performance Period is complete as of such termination, the number of PSUs that have vested based on performance shall immediately become fully vested as of such date of termination..

7. Termination of Service for Other Reasons. If the employment of the Participant with the Company or its Subsidiaries shall terminate for any reason other than the reasons set forth in Sections 6 prior to the Vesting Date, all PSUs held by the Participant at the date of termination shall be forfeited. Further, in the event that Participant is no longer serving full-time in the role of Chief Executive Officer or in the alternative, as Executive Chairman prior to the Vesting Date, all PSUs held by the Participant at the date that he no longer serves in such capacity shall be forfeited.

8. Change in Control. Notwithstanding anything to the contrary in this Agreement, in the event of a Change in Control of the Company prior to the Vesting Date and prior to the Participant’s termination of employment, the Performance Period imposed on the PSUs shall immediately lapse, with the Target Number of PSUs vesting subject to applicable federal and state securities laws. In the event such Change in Control occurs after the completion of any of the Performance Period(s), the number of shares that shall be vested as of the date of the Change in Control shall be calculated in accordance with Section 2 to the extent that the Performance Period is complete. Notwithstanding anything to the contrary in this Agreement, payout of all PSUs shall occur as soon as administratively feasible following a Change in Control, but in no event later than sixty (60) days after the effective date of the Change in Control.

9. Restrictions on Transfer. PSUs granted pursuant to this Agreement may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated (a “Transfer”), other than by will or by the laws of descent and distribution, except as provided in the Plan. If any Transfer, whether voluntary or involuntary, of PSUs is made, or if any attachment, execution, garnishment, or lien shall be issued against or placed upon the PSUs, the Participant’s right to such PSUs shall be immediately forfeited by the Participant to the Company, and this Agreement shall lapse.

10. Recapitalization. In the event of any change in the capitalization of the Company such as a stock split or a corporate transaction such as any reorganization, merger, consolidation, spin-off, combination, repurchase, or exchange of shares of Stock or other securities, stock dividend, liquidation, dissolution, or otherwise, the number and class of PSUs subject to this Agreement shall be equitably adjusted by the Committee to prevent dilution or enlargement of rights. Further, to the extent any such change impacts the calculation of return on average total assets in Section 2 herein, the level of return on average total assets required to be achieved in order to vest in the PSUs shall be equitably adjusted by the Committee to prevent dilution or enlargement of rights.

11. Beneficiary Designation. The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this

Agreement is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Director of Human Resources of the Company during the Participant’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.

13. Miscellaneous.

(a) This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. The Committee shall have the right to impose such restrictions on any shares acquired pursuant to this Agreement, as it may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such shares. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant.

(c) The Company’s obligation to payout PSUs under this Agreement is subject to withholding of all federal, state and local taxes (including the Participant’s FICA obligation), domestic or foreign. The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy such taxes required by law to be withheld with respect to any payout to the Participant under this Agreement.

(d) The Participant agrees to take all steps necessary to comply with all applicable provisions of federal and state securities laws in exercising his or her rights under this Agreement.

(e) This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(f) All obligations of the Company under the Plan and this Agreement, with respect to the PSUs, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of the Date of Grant.

TFS Financial Corporation

_______________________

Secretary

ATTEST:

______________________ ________________________

Participant