| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TFS Financial CORP [ TFSL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/21/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 94,418 | D | ||||||||
| Common Stock | 13,264 | I | By ESOP(1) | |||||||
| Common Stock | 5,331 | I | By 401(k)(1) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Restricted Share Units | (2) | 11/21/2024 | A | 18,990 | (3) | (3) | Common Stock | 18,990 | $0 | 18,990 | D | ||||
| Performance Restricted Share Units | (2) | (4) | (4) | Common Stock | 13,395 | 13,395 | D | ||||||||
| Restricted Stock Units | (2) | (5) | (5) | Common Stock | 14,200 | 14,200 | D | ||||||||
| Restricted Stock Units | (2) | (6) | (6) | Common Stock | 3,134 | 3,134 | D | ||||||||
| Restricted Stock Units | (2) | (7) | (7) | Common Stock | 9,334 | 9,334 | D | ||||||||
| Employee Stock Option (right to buy) | $14.74 | (8) | 01/05/2028 | Common Stock | 187,500 | 187,500 | D | ||||||||
| Employee Stock Option (right to buy) | $14.81 | (9) | 05/28/2025 | Common Stock | 108,300 | 108,300 | D | ||||||||
| Employee Stock Option (right to buy) | $19.31 | (10) | 12/15/2026 | Common Stock | 79,400 | 79,400 | D | ||||||||
| Employee Stock Option (right to buy) | $19.06 | (11) | 12/17/2025 | Common Stock | 49,200 | 49,200 | D | ||||||||
| Employee Stock Option (right to buy) | $14.85 | (12) | 12/18/2024 | Common Stock | 32,400 | 32,400 | D | ||||||||
| Explanation of Responses: |
| 1. Reflects transactions not required to be reported under Section 16 of the Securities Exchange Act, as amended. |
| 2. 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. |
| 3. On November 21, 2024, the reporting person achieved performance level of 90.0% on a target award of 21,100 Performance Share Units ("PSUs"), resulting in a total earned award of 18,990 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. |
| 4. On November 21, 2023, the reporting person achieved performance level of 95.0% on a target award of 14,100 Performance Share Units ("PSUs"), resulting in a total earned award of 13,395 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. |
| 5. On March 4, 2024, the reporting person received a grant of 14,200 Restricted Stock Units (RSUs). These RSUs vest in three equal annual installments beginning December 10, 2024. |
| 6. On December 16, 2021, the reporting person received a grant of 9,400 Restricted Stock Units (RSUs). These RSUs vest in three equal annual installments beginning December 10, 2022. |
| 7. On December 15, 2022, the reporting person received a grant of 14,000 Restricted Stock Units (RSUs). These RSUs vest in three equal annual installments beginning December 10, 2023. |
| 8. As reported on a Form 4 dated January 8, 2018, the reporting person received a grant of 187,500 stock options. These stock options vest in three equal annual installments beginning December 10, 2018. |
| 9. As reported on a Form 4 dated May 29, 2015, the reporting person received a grant of 108,300 stock options on May 28, 2015. These stock options vest in five equal annual installments beginning May 28, 2016. |
| 10. As reported on a Form 4 dated December 15, 2016, the reporting person received a grant of 79,400 stock options. These stock options vest in three equal annual installments beginning December 10, 2017. |
| 11. As reported on a Form 4 dated December 17, 2015, the reporting person received a grant of 49,200 stock options on December 15, 2015. These stock options vest in three equal annual installments beginning December 10, 2016. |
| 12. As reported on a Form 4 dated December 19, 2014, the reporting person received a grant of 32,400 stock options. These stock options vest in three equal annual installments beginning December 10, 2015. |
| Remarks: |
| /s/ Susanne N. Miller, Pursuant to Power of Attorney | 11/25/2024 | |
| ** 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). | ||
| 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. | ||