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TFS Financial (NASDAQ: TFSL) members approve MHC dividend waiver up to $1.27

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

TFS Financial Corporation reports that members of Third Federal Savings and Loan Association of Cleveland, MHC, its mutual holding company, approved a proposed waiver of dividends aggregating up to $1.27 per share on the Company’s common stock for the twelve months ending July 7, 2027.

The MHC, which owns 81% of the Company, obtained member approval at a special meeting where 59% of total eligible votes were cast and 97% of those votes supported the waiver. After this approval, the MHC will file a notice and request for non-objection with the Federal Reserve Bank of Cleveland for the dividend waivers, and both the non-objection and its timing are described as unknown.

Positive

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Negative

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Insights

Members approved a majority-owner dividend waiver, pending Federal Reserve non-objection.

The filing explains that members of the mutual holding company for TFS Financial authorized the MHC to waive dividends up to $1.27 per share over twelve months ending July 7, 2027. The MHC is identified as the 81% majority shareholder.

This type of waiver changes how cash dividends are distributed between the majority owner and other shareholders, but the effect depends on future dividend declarations and regulatory response. The MHC must now seek a non-objection from the Federal Reserve Bank of Cleveland; the filing notes both the outcome and timing are unknown.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Approved dividend waiver limit $1.27 per share Aggregate dividends that may be waived over 12 months through July 7, 2027
MHC ownership stake 81% Third Federal Savings and Loan Association of Cleveland, MHC share of TFS Financial
Member participation 59% of eligible votes Portion of total eligible votes cast at July 7, 2026 special meeting
Support among votes cast 97% Percentage of votes cast that favored the dividend waiver proposal
Waiver period end date July 7, 2027 End of 12‑month period following member approval for potential dividend waivers
mutual holding company financial
"Third Federal Savings and Loan Association of Cleveland, MHC (the “MHC”), the mutual holding company of TFS Financial Corporation"
A mutual holding company is a corporate structure where an organization that is owned by its members or policyholders creates a stock company underneath it, so shares can be sold while the original member-owned entity remains the parent. For investors, it matters because it changes who can buy stock, how control and voting are split, and the potential for future share sales or dilution—like a club setting up a store it can sell shares in while the club itself keeps overall control.
dividend waivers financial
"voted to approve the MHC’s proposed waiver of dividends, aggregating up to $1.27 per share"
special meeting of members regulatory
"At the July 7, 2026 special meeting of members of Third Federal Savings and Loan Association of Cleveland, MHC"
non-objection regulatory
"filing a notice with, and a request for non-objection from, the Federal Reserve Bank of Cleveland"
A non-objection is an official indication from a regulator or authority that it does not oppose a proposed action, such as a transaction, filing, or study; it is not the same as a full approval but is a practical green light to proceed. For investors, a non-objection lowers regulatory uncertainty and makes a planned deal or project more likely to move forward, though conditions or further review can still apply — think of it as a neighbor who doesn’t object to your fence, letting you build while not endorsing it fully.
Emerging Growth Company regulatory
"Emerging Growth Company o Item 8.01 Other Events"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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FAQ

What dividend waiver did TFS Financial (TFSL) members approve?
Members approved the mutual holding company’s proposal to waive dividends aggregating up to $1.27 per share on TFS Financial’s common stock for twelve months through July 7, 2027. This authorization applies to dividends declared during that period.

Who approved the dividend waiver for TFS Financial (TFSL)?
Members of Third Federal Savings and Loan Association of Cleveland, MHC, the mutual holding company for TFS Financial, approved the waiver. They represent depositors and certain loan customers and vote on matters affecting the MHC’s rights as majority shareholder.

How strong was member support for the TFS Financial (TFSL) dividend waiver?
Support was high: 59% of total eligible votes were cast at the special meeting, and 97% of those votes favored the proposal. This indicates broad backing among participating MHC members for the dividend waiver authorization.

What ownership stake does the MHC hold in TFS Financial (TFSL)?
The filing states that Third Federal Savings and Loan Association of Cleveland, MHC is the 81% majority shareholder of TFS Financial Corporation. This majority ownership means its dividend decisions significantly affect overall distributions on the company’s common stock.

What regulatory step remains for the TFS Financial (TFSL) dividend waiver?
After member approval, the MHC will file a notice and request for non-objection with the Federal Reserve Bank of Cleveland regarding the proposed dividend waivers. The document notes that both the non-objection outcome and its timing are unknown at this point.

Over what period can TFS Financial (TFSL) dividends be waived under this approval?
The approval covers dividends aggregating up to $1.27 per share declared during the twelve months following member approval, running through July 7, 2027. Any waiver within this window still requires the Federal Reserve Bank’s non-objection.
0001381668FALSE00013816682024-07-092024-07-09

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 7, 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,Ohio44105
(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 classTrading Symbol(s)Name of each exchange in which registered
Common Stock, par value $0.01 per shareTFSLThe 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


Item 8.01 Other Events
At the July 7, 2026 special meeting of members of Third Federal Savings and Loan Association of Cleveland, MHC (the “MHC”), the mutual holding company of TFS Financial Corporation (the “Company”), the members of the MHC (depositors and certain loan customers of Third Federal Savings and Loan Association of Cleveland) voted to approve the MHC’s proposed waiver of dividends, aggregating up to $1.27 per share, to be declared on the Company’s common stock during the twelve months subsequent to the members’ approval (i.e., through July 7, 2027). The members approved the waiver by casting 59% of the total eligible votes. Of the votes cast, 97% were in favor of the proposal. The MHC is the 81% majority shareholder of the Company.

Following the receipt of the members’ approval at the July 7, 2026 special meeting, the MHC will be filing a notice with, and a request for non-objection from, the Federal Reserve Bank of Cleveland for the proposed dividend waivers. Both the non-objection from the Federal Reserve Bank and the timing of the non-objection are unknown at this point.



FORM 8-K EXHIBIT INDEX


Exhibit No.

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: July 7, 2026By:  /s/ Meredith S. Weil 
  Meredith S. Weil 
  Chief Financial Officer  
 



Source: View Original Filing on SEC EDGAR

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