TFS Financial CORP — Director's Dealing 2023

Dec 6, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TFS Financial CORP (TFSL)
CIK: 0001381668
Period of Report: 2023-11-21

Reporting Person: WEIL MEREDITH S (Director, Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-12-04	Common Stock	S	15883	$13.28	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-11-21	Performance Restricted Share Units	$	A	13490	Acquired		Common Stock (13490)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	99567	Direct
Common Stock	290	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Restricted Share Units	$		Common Stock (15050)	15050	Direct
Restricted Stock Units	$		Common Stock (3134)	3134	Direct
Restricted Stock Units	$		Common Stock (6334)	6334	Direct
Restricted Stock Units	$		Common Stock (14200)	14200	Direct
Restricted Stock Units	$		Common Stock (3600)	3600	Direct
Employee Stock Option (right to buy)	$14.74	2028-01-05	Common Stock (187500)	187500	Direct
Employee Stock Option (right to buy)	$14.81	2025-05-28	Common Stock (108300)	108300	Direct
Employee Stock Option (right to buy)	$19.31	2026-12-15	Common Stock (54400)	54400	Direct
Employee Stock Option (right to buy)	$19.06	2025-12-17	Common Stock (24200)	24200	Direct
Employee Stock Option (right to buy)	$14.85	2024-12-18	Common Stock (32400)	32400	Direct

Footnotes

F1: Shares are held with shared voting power with spouse.

F2: Reflects transactions not required to be reported under Section 16 of the Securities Exchange Act, as amended.

F3: Each restricted stock unit represents a contingent right to receive one share of TFS Financial Corporation common stock. Restricted 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.

F4: On November 21, 2023, the reporting person achieved performance level of 95.0% on a target award of 14,200 Performance Share Units ("PSUs"), resulting in a total earned award of 13,490 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.

F5: On November 22, 2022, the reporting person achieved performance level of 107.5% on a target award of 14,000 Performance Share Units ("PSUs"), resulting in a total earned award of 15,050 shares. This represents the final determination on a December 17, 2020 award that was dependent on certain performance results during the two fiscal year period ended September 30, 2022. 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, 2023.

F6: On December 17, 2020, the reporting person received a grant of 9,400 Restricted Stock Units ("RSUs"). These RSUs vest in three equal annual installments beginning December 10, 2021.

F7: On December 16, 2021, the reporting person received a grant of 9,500 Restricted Stock Units (RSUs). These RSUs vest in three equal annual installments beginning December 10, 2022.

F8: On December 15, 2022, the reporting person received a grant of 14,200 Restricted Stock Units (RSUs). These RSUs vest in three equal installments beginning December 10, 2023

F9: As reported on a Form 4 dated September 29, 2011, the reporting person received a grant of 3,600 restricted stock units that vest in four equal annual installments beginning May 14, 2011. Vested shares may be distributed to the Reporting Person only after that person's termination of employment with TFS Financial Corporation.

F10: 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.

F11: 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.

F12: 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.

F13: 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.

F14: 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.