TFS Financial (NASDAQ: TFSL) files 8-K/A to fix diluted share count

Rhea-AI Filing Summary

TFS Financial Corporation filed Amendment No. 1 to its January 29, 2026 Form 8-K to correct a single financial figure. The company revised diluted weighted average shares outstanding for the three months ended December 31, 2025 on its Consolidated Statements of Income in Exhibit 99.1 from 283,302,227 to 279,908,875.

No other part of the original Form 8-K was changed, and the company states this amendment does not discuss subsequent developments. The company also clarifies that the amended press release in Exhibit 99.1 and this information are not incorporated by reference into other filings and are not deemed “filed” for certain liability purposes.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1) 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) January 29, 2026

TFS FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

United States of America

001-33390

52-2054948

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

7007 Broadway Ave.,

Cleveland,

Ohio

44105

(Address of principle executive offices)

(Zip Code)

Registrant's telephone number, including area code (216) 441-6000

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act

Title of each class

Trading Symbol(s)

Name of each exchange in which registered

Common Stock, par value $0.01 per share

TFSL

The NASDAQ Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

EXPLANATORY NOTE

This Amendment No. 1 to the Current Report on Form 8K/A is being filed with the Securities and Exchange Commission to amend the Current Report filed by TFS Financial Corporation on January 29, 2026, the (“original 8-K”). This Amendment No. 1 amends only diluted weighted average shares outstanding for the three months ended December 31, 2025 as shown on the Consolidated Statements of Income included in the corrected Exhibit 99.1 to this Report from 283,302,227 as filed in the original 8-K to 279,908,875 as amended.

This Amendment No.1 does not amend any other item of the original 8-K or purport to provide an update or a discussion of any developments at the Company or its subsidiaries subsequent to the filing date of the original 8-K. Except as noted, the original 8-K remains unchanged.

The information contained in this Explanatory Note and in the accompanying exhibit 99.1 shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof. The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

 (d) Exhibits.    

99.1        Amended Press Release dated January 29, 2026

104        Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TFS FINANCIAL CORPORATION (Registrant)

Date:

February 5, 2026

By:

/s/ Meredith S. Weil

Meredith S. Weil

Chief Financial Officer

FAQ

What did TFS Financial Corporation (TFSL) change in this Form 8-K/A?

TFS Financial Corporation corrected only one figure: diluted weighted average shares outstanding for the three months ended December 31, 2025. It was revised in Exhibit 99.1 from 283,302,227 to 279,908,875, with all other aspects of the original Form 8-K left unchanged.

Does this TFS Financial (TFSL) 8-K/A update any company developments?

No, the amendment does not provide updates on developments at TFS Financial or its subsidiaries. It is limited to correcting the diluted weighted average shares outstanding figure for the quarter ended December 31, 2025 that appears in the Consolidated Statements of Income.

Which period is affected by TFS Financial’s corrected share figure?

The corrected diluted weighted average shares outstanding relates to the three months ended December 31, 2025. The figure in the Consolidated Statements of Income within Exhibit 99.1 was changed from 283,302,227 to 279,908,875, with no other periods or items altered in this amendment.

How does TFS Financial (TFSL) treat the amended information for liability purposes?

TFS Financial states the information in this report and Exhibit 99.1 is not incorporated by reference into any other company filing. It is also not deemed to be “filed” for purposes of Section 18 of the Exchange Act or Sections 11 and 12(a)(2) of the Securities Act.

What exhibits are included with this TFS Financial Form 8-K/A?

The amendment includes Exhibit 99.1, an amended press release dated January 29, 2026, and Exhibit 104, the cover page interactive data file embedded within the Inline XBRL document. These exhibits support the corrected diluted weighted average shares outstanding disclosure.

Who signed the TFS Financial (TFSL) Form 8-K/A amendment?

The amendment was signed on behalf of TFS Financial Corporation by Meredith S. Weil, the company’s Chief Financial Officer. The signature block confirms the registrant caused the report to be signed by a duly authorized officer on February 5, 2026.