SEC FORM 4

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^*

Suchodolski Keith

(Last)

(First)

(Middle)

C/O KEARNY FINANCIAL CORP.

120 PASSAIC AVENUE

(Street)

FAIRFIELD

07004

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Kearny Financial Corp. [ KRNY ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SEVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2024

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	01/07/2024		A		6,300⁽¹⁾	A	$0	86,152⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D
Common Stock	01/07/2024		F		5,504	D	$8.68	80,648⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D
Common Stock								15,452⁽⁶⁾	I	By ESOP
Common Stock								10,760⁽⁶⁾	I	By 401(k)
Common Stock								895⁽⁶⁾	I	By BEP

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)
Stock Options	$13.38							01/07/2020	01/07/2029	Common Stock	75,000⁽⁷⁾		75,000	D
Stock Options	$15.35							12/01/2017	12/01/2026	Common Stock	75,000		75,000	D
Stock Options	$9.82							04/01/2016	04/01/2025	Common Stock	6,902		6,902	D

Explanation of Responses:

1. On January 7, 2019 the reporting person was granted 31,500 shares of restricted stock which vest at a rate of 20% per year commencing on January 7, 2020, subject to certain performance criteria. The performance criteria for the fiscal year ended June 30, 2023 were met, resulting in the vesting of 6,300 shares of restricted stock.

2. Includes restricted stock units which vest at a rate of 33% per year commencing on August 7, 2024.

3. Includes restricted stock units which vest at a rate of 33% per year commencing on August 7, 2023.

4. Includes restricted stock units which vest at a rate of 33% per year commencing on August 7, 2022.

5. Includes shares of restricted stock which vest at a rate of 20% per year commencing on January 7, 2020.

6. Reflects transactions not required to be reported pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.

7. Stock options vest at a rate of 20% per year commencing on January 7, 2020.

Remarks:

	/s/ Gail Corrigan, pursuant to power of attorney	01/08/2024
	** 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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