SEC FORM 4

SEC Form 4

FORM 4

UNITED 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

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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

44105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TFS Financial CORP [ TFSL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Information Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/10/2024		M		1,267⁽¹⁾	A	$0	25,287	D
Common Stock	12/10/2024		M		2,133⁽¹⁾	A	$0	27,420	D
Common Stock	12/10/2024		M		2,166⁽¹⁾	A	$0	29,586	D
Common Stock	12/10/2024		M		5,510⁽¹⁾	A	$0	35,096	D
Common Stock	12/10/2024		F		4,970⁽²⁾	D	$13.65	30,126	D
Common Stock								12,917	I	ESOP⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	12/10/2024		M			1,267	⁽⁵⁾	⁽⁵⁾	Common Stock	1,267	$0	0	D
Restricted Stock Units	⁽⁴⁾	12/10/2024		M			2,133	⁽⁶⁾	⁽⁶⁾	Common Stock	2,133	$0	2,134	D
Performance Restricted Share Units	⁽⁴⁾	12/10/2024		M			5,510	⁽⁷⁾	⁽⁷⁾	Common Stock	5,510	$0	0	D
Restricted Stock Units	⁽⁴⁾	12/10/2024		M			2,166	⁽⁸⁾	⁽⁸⁾	Common Stock	2,166	$0	4,334	D
Performance Restricted Share Units	⁽⁴⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	8,730		8,730	D
Employee Stock Option (right to buy)	$14.74							⁽¹⁰⁾	01/05/2028	Common Stock	11,000		11,000	D

Explanation of Responses:

1. These common shares were acquired upon the vesting and settlement of certain restricted stock units (RSUs) or performance share units (PSUs).

2. These common shares were delivered to the issuer to pay applicable tax due upon vesting of certain restricted stock units or performance share units.

3. Reflects transactions not required to be reported under Section 16 of the Securities Exchange Act, as amended.

4. 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.

5. On December 16, 2021, the reporting person received a grant of 3,800 Restricted Stock Units (RSUs). These RSUs vest in three equal annual installments beginning December 10, 2022.

6. On December 15, 2022, the reporting person received a grant of 6,400 Restricted Stock Units (RSUs). These RSUs vest in three equal annual installments beginning December 10, 2023.

7. On November 21, 2023, the reporting person achieved performance level of 95.0% on a target award of 5,800 Performance Share Units ("PSUs"), resulting in a total earned award of 5,510 shares. This represents the final determination a December 16, 2021 award that was dependent on certain performance results during the two fiscal year period ended September 30, 2023. 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, 2024.

8. 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.

9. On November 21, 2024, the reporting person achieved performance level of 90.0% on a target award of 9,700 Performance Share Units ("PSUs"), resulting in a total earned award of 8,730 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.

10. On January 5, 2018, the reporting person received a grant of 11,000 stock options. These options will fully vest on December 10, 2020

Remarks:

	/s/ Susanne N. Miller, Pursuant to Power of Attorney	12/12/2024
	** Signature of Reporting Person	Date
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).
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