TFSL board announces cash dividend as majority holder waives payment

Rhea-AI Filing Summary

TFS Financial Corporation announced that its board declared a cash dividend of $0.2825 per share on its common stock. The dividend will be paid on December 16, 2025 to shareholders who are on record as of December 2, 2025.

Third Federal Savings and Loan Association of Cleveland, MHC, which owns 227,119,132 shares representing 81% of the company’s common stock, has waived its right to receive this dividend. The MHC’s members approved, and the Federal Reserve Bank of Cleveland did not object to, the MHC waiving up to an aggregate $1.13 per share in dividends during the twelve months through July 8, 2026, and the MHC has already waived $0.2825 per share for the quarter ending September 30, 2025.

Insights

Bank dividend and capital policy analyst

TFS declares $0.2825 dividend while majority owner waives payment.

TFS Financial Corporation declared a cash dividend of $0.2825 per common share, with a record date of December 2, 2025 and payment on December 16, 2025. This continues the company’s pattern of returning cash to public shareholders while disclosing formal approvals around the structure of those payments.

The majority owner, Third Federal Savings and Loan Association of Cleveland, MHC, holds 227,119,132 shares, or 81% of the common stock, and has waived its right to receive this dividend. Member approval on July 8, 2025 and non-objection from the Federal Reserve Bank of Cleveland allow the MHC to waive up to an aggregate $1.13 per share in dividends during the twelve months through July 8, 2026. The MHC has already waived $0.2825 per share for the quarter ending September 30, 2025.

This structure means cash dividends are directed primarily to the public minority float rather than the controlling MHC, while remaining within the approved annual waiver limit. Subsequent dividends within this twelve-month window will draw on the remaining portion of the $1.13 per-share waiver capacity, and future company disclosures will show how that capacity is used over the period.

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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) November 20, 2025

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

Item 8.01 Other Events

On November 20, 2025, the Board of Directors of TFS Financial Corporation (the “Company”) declared a cash dividend of $0.2825 per share of common stock. The dividend is payable on December 16, 2025 to shareholders of record as of December 2, 2025. A press release announcing the details of the dividend declaration is attached as exhibit 99.1.

Third Federal Savings and Loan Association of Cleveland, MHC (the “MHC”), the mutual holding company of the Company and owner of 227,119,132 shares, or 81% of the Company’s common stock outstanding, has waived its right to receive the dividend on its shares.

On July 8, 2025, the MHC received the approval of its members (depositors and certain loan customers of the Association) with respect to the waiver of dividends, and subsequently received the non-objection of the Federal Reserve Bank of Cleveland, to waive receipt of dividends on the Company’s common stock the MHC owns up to an aggregate amount of $1.13 per share during the twelve months subsequent to the members' approval (ie., through July 8, 2026). The MHC previously waived the receipt of dividends paid by the Company in an aggregate amount of $0.2825 per share during the quarter ending September 30, 2025.

The information contained herein and in the accompanying exhibit 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.

FORM 8-K EXHIBIT INDEX

Exhibit No.

99.1    Press Release dated November 20, 2025

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: November 20, 2025

By:

/s/ Meredith S. Weil

Meredith S. Weil

Chief Financial Officer

FAQ

What dividend did TFS Financial Corporation (TFSL) declare on November 20, 2025?

TFS Financial Corporation declared a cash dividend of $0.2825 per share on its common stock. The dividend is payable on December 16, 2025 to shareholders of record as of December 2, 2025.

Who will receive the newly declared TFSL dividend and what are the key dates?

Holders of TFS Financial Corporation common stock on the record date of December 2, 2025 will be eligible to receive the $0.2825 per share dividend, which will be paid on December 16, 2025.

Did the TFS Financial Corporation majority owner waive the November 2025 dividend?

Yes. Third Federal Savings and Loan Association of Cleveland, MHC, which owns 227,119,132 shares or 81% of TFSL’s common stock, has waived its right to receive this $0.2825 per share dividend.

What approvals support the MHC’s ongoing waiver of TFSL dividends?

On July 8, 2025, the MHC obtained member approval for dividend waivers and later received the non-objection of the Federal Reserve Bank of Cleveland to waive dividends on TFSL common stock it owns, up to an aggregate of $1.13 per share during the twelve months through July 8, 2026.

How much in TFSL dividends has the MHC already waived within the current 12‑month period?

The MHC previously waived dividends paid by TFS Financial Corporation in an aggregate amount of $0.2825 per share during the quarter ending September 30, 2025, within the approved $1.13 per share annual waiver limit.

Does the November 20, 2025 TFSL 8-K affect liability under securities laws?

The company states that the information in this report and its exhibit is not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or Sections 11 and 12(a)(2) of the Securities Act of 1933.