Stefanski Marc A Form 4 TFS Financial / Marc A Stefanski ownership change

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).

1. Name and Address of Reporting Person^*

Stefanski Marc A

(Last) (First) (Middle)

7007 BROADWAY AVENUE

(Street)

CLEVELAND OH 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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2025

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/24/2025		S		21,000	D	$13.22(1)	213,229	D
Common Stock	02/25/2025		S		19,445	D	$13.28(1)	193,784	D
Common Stock								23,200	I	By Spouse
Common Stock								37,150	I	Trustee for daughter's trust
Common Stock								54,738	I	Trustee for sibling trust
Common Stock								31,089	I	Trust Beneficiary
Common Stock								7,200	I	POA on siblings IRA
Common Stock								10,916	I	BY ESOP(2)
Common Stock								110,110	I	By 401(k)(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)							(4)	(4)	Common Stock	40,400		40,400	D
Restricted Stock Units	(3)							(5)	(5)	Common Stock	13,400		13,400	D
Restricted Stock Units	(3)							(6)	(6)	Common Stock	27,134		27,134	D
Performance Restricted Share Units	(3)							(7)	(7)	Common Stock	36,180		36,180	D
Restricted Stock Units	(3)							(8)	(8)	Common Stock	33,400		33,400	D
Restricted Stock Units	(3)							(9)	(9)	Common Stock	35,700		35,700	D
Restricted Stock Units	(3)							(10)	(10)	Common Stock	693,048		693,048	D
Employee Stock Option (right to buy)	$19.06							(11)	12/17/2025	Common Stock	196,700		196,700	D

Explanation of Responses:

1. Represents the weighted-average sale price per share of a series of transactions, all of which were executed February 24, 2025 through February 25, 2025. The actual sale prices ranged from a low of $13.13 to a high of $13.36, inclusive. Each reporting person undertakes to provide upon request of the SEC Staff, TFS Financial Corporation or any security holder of TFS Financial Corporation full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 2 decimal points.

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

3. 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.

4. On December 19, 2024, the reporting person received a grant of 40,400 Restricted Stock Units (RSUs). These RSUs vest in three equal annual installments beginning December 10, 2025.

5. On December 15, 2022, the reporting person received a grant of 40,200 Restricted Stock Units (RSUs). These RSUs vest in three equal annual installments beginning December 10, 2023.

6. On March 4, 2024, the reporting person received a grant of 40,700 Restricted Stock Units (RSUs). These RSUs vest in three equal annual installments beginning December 10, 2024.

7. On November 21, 2024, the reporting person achieved performance level of 90.0% on a target award of 40,200 Performance Share Units ("PSUs"), resulting in a total earned award of 36,180 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.

8. As reported on a Form 4 dated May 14, 2009, the reporting person received a grant of 33,400 restricted stock units that vest in four equal annual installments beginning on May 12, 2010. Vested shares may be distributed to the reporting person only after the person's termination of employment with TFS Financial Corporation.

9. As reported on a Form 4 dated May 18, 2010, the Reporting Person received a grant of 35,700 restricted stock units that vest in four equal installments beginning on May 14, 2011. Vested shares may be distributed to the Reporting Person only after that person's termination of employment with TFS Financial Corporation.

10. As reported on a Form 4 dated August 13, 2008, the Reporting Person received a grant of 701,800 Restricted Stock Units ("RSUs") on August 11, 2008. These RSUs vest 10% on each of the third through the ninth anniversaries of the date of the grant and 30% on the tenth anniversary of the date of the grant. Vested shares may be distributed to the Reporting Person only after the person's termination of employment from TFS Financial Corporation. 3,387 shares were delivered to the issuer on August 13, 2012; and 5,365 shares were delivered to the issuer on August 11, 2015; to pay for the applicable withholding tax due upon vesting.

11. As reported on a Form 4 dated December 17, 2015, the reporting person received a grant of 196,700 stock options. These stock options vest in three equal annual installments beginning December 10, 2016.

Remarks:

The reporting person is contemplating the sale of up to 150,000 shares of the Companys common stock over a period beginning on February 24, 2025 and ending on or before March 14, 2025. The intent of the sales is to diversify the reporting persons financial holdings for estate planning purposes.

	/s/ Meredith S. Weil, Pursuant to Power of Attorney	02/26/2025
	** Signature of Reporting Person	Date
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