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TFS Financial (NASDAQ: TFSL) members to vote on key dividend waiver

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

Rhea-AI Filing Summary

TFS Financial Corporation announced that its mutual holding company, Third Federal Savings and Loan Association of Cleveland, MHC, will hold a special member meeting on July 7, 2026. Members will vote on whether the MHC should waive its right to receive up to $1.27 per share in quarterly dividends that may be declared during the 12 months after the vote.

The MHC owns 81% of TFS Financial’s outstanding common stock, so a waiver would allow more of any future dividends to be paid to public shareholders. The company notes there is no assurance members will approve the waiver or that the Federal Reserve will not object, and a failure to obtain the waiver will likely reduce the dividend expected to be paid to public stockholders.

The press release also highlights Third Federal’s retail banking and mortgage platform, with assets totaling $17.48 billion as of March 31, 2026.

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Insights

Key issue is continuation of higher dividend flow to public holders.

TFS Financial’s mutual holding company, which owns 81% of outstanding common stock, is again asking members to approve a waiver of its right to receive up to $1.27 per share in quarterly dividends over the next 12 months.

This framework, renewed annually under Federal Reserve Regulation MM, effectively channels more of any declared dividends to the public float. Management explicitly warns that if members do not approve the waiver, or if the Federal Reserve objects, the dividend expected to be paid to public stockholders will likely be reduced.

For income-focused investors, the outcome of the July 7, 2026 vote is the central milestone. As of March 31, 2026, the company reports assets of $17.48 billion, providing scale context for its ongoing capital and dividend policy decisions.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Dividend waiver cap $1.27 per share Quarterly dividends over 12 months after member vote
Mutual holding company ownership 81% of common stock Owned by Third Federal Savings and Loan Association of Cleveland, MHC
Total assets $17.48 billion As of March 31, 2026
Prior waiver approval date July 8, 2025 Members approved previous 12‑month dividend waiver
Current meeting date July 7, 2026 Special member meeting to vote on new waiver
Waiver period 12 months Dividends declared following the member vote
mutual holding company financial
"Third Federal Savings and Loan Association of Cleveland, MHC, (the “MHC”), the mutual holding company that owns 81% of the Company’s outstanding common stock"
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
"to vote on a proposal to waive the MHC’s right to receive quarterly dividends totaling up to $1.27 per share"
Federal Reserve Regulation MM regulatory
"Federal Reserve Regulation MM, 12 C.F.R. Part 239, of the Board of Governors of the Federal Reserve System"
forward-looking statements regulatory
"This news release contains forward-looking statements as defined in the Securities Exchange Act of 1934"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Annual Report on Form 10-K regulatory
"detailed in its filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended September 30, 2025"
An annual report on Form 10‑K is a required, comprehensive filing that publicly traded companies give to regulators and investors summarizing their business, results of operations, detailed financial statements reviewed by independent auditors, material risks, legal issues and management’s discussion of performance. Investors use it like a company’s year‑end report card and medical checkup: it reveals how the business made money, where it is vulnerable, and the facts needed to compare value, judge risk and make informed investment decisions.
Understanding 8-K Material Events →
0001381668FALSE00013816682024-05-302024-05-30

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) 5/26/2026
 
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
On May 26, 2026, Third Federal Savings and Loan Association of Cleveland, MHC (the "MHC”), the mutual holding company of TFS Financial Corporation (“the Company”) and Third Federal Savings and Loan Association of Cleveland (the "Association"), announced that the MHC will hold a special meeting of its members to vote on a proposal to waive the MHC’s right to receive quarterly dividends totaling up to $1.27 per share that may be declared by the Company during the 12-month period following the member vote. The special meeting will be held on July 7, 2026. A copy of the press release is attached as Exhibit 99.1 to this Report.
Item 9.01 Exhibits.
      
    (d) Exhibits.



FORM 8-K EXHIBIT INDEX


Exhibit No.

99.1    Press Release dated May 26, 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: May 26, 2026By:/s/ Meredith S. Weil 
  Meredith S. Weil 
  Chief Financial Officer 
 




Contact: Jennifer Rosa     (216) 429-5037 Exhibit 99.1

Mutual Holding Company for TFS Financial Corporation
To Seek Member Approval for Dividend Waivers


CLEVELAND - May 26, 2026 - TFS Financial Corporation (Nasdaq: TFSL), (the “Company”), the holding company for Third Federal Savings and Loan Association of Cleveland, announced that Third Federal Savings and Loan Association of Cleveland, MHC, (the “MHC”), the mutual holding company that owns 81% of the Company’s outstanding common stock, will hold a special meeting of its members. The meeting will include a vote on a proposal to waive the MHC’s right to receive quarterly dividends totaling up to $1.27 per share that may be declared by the Company during the 12-month period following the member vote. All dividends on the Company’s common stock are declared at the discretion of the Company’s Board of Directors. The special meeting will be held on July 7, 2026.

Federal Reserve Regulation MM, 12 C.F.R. Part 239, of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) requires that the MHC annually solicit the vote of its members to approve the proposed dividend waivers by the MHC every 12 months. The MHC previously received the approval of its members at a July 8, 2025 meeting to waive the MHC’s right to receive quarterly dividends declared by the Company during the 12-month period ending July 8, 2026.

"When my parents started Third Federal in 1938, they did so with the mission of helping people achieve the American Dream of homeownership and financial security, and to support the communities we serve," said Chairman and CEO Marc A. Stefanski. "For nearly 90 years, we have been unwavering in that mission – determined to help our customers succeed, and to continue to keep Third Federal strong, stable, and safe. We appreciate the overwhelming support from our members since 2014, and we are again asking them to vote FOR the dividend waiver, since we believe waiving the dividend is in the best interest of our customers, our shareholders, and the company.”

There can be no assurance that the members will approve the dividend waivers or that the Federal Reserve will not object to the waivers even if it is approved by members at the special meeting. A failure to obtain the waiver will likely result in a reduction in the dividend expected to be paid to public stockholders.

Third Federal is a leading provider of savings and mortgage products, and operates under the values of love, trust, respect, a commitment to excellence and fun. Founded in Cleveland in 1938 as a mutual association by Ben and Gerome Stefanski, Third Federal’s mission is to help people achieve the dream of home ownership and financial security. It became part of a public company in 2007. Third Federal, which lends in 28 states and the District of Columbia, is dedicated to serving consumers with competitive rates and outstanding service. Third Federal, an equal housing lender, has 21 full service branches in Northeast Ohio, two lending offices in Central and Southern Ohio, and 15 full service branches throughout Florida. As of March 31, 2026, the Company’s assets totaled $17.48 billion.
This news release contains forward-looking statements as defined in the Securities Exchange Act of 1934 and is subject to the safe harbors created therein. The forward-looking statements contained herein include, but are not limited to, the Company's plans regarding its dividends. These forward-looking statements involve risks and uncertainties that could cause the Company's results to differ materially from management's current expectations. The Company's risks and uncertainties are detailed in its filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. Forward-looking statements are based on the beliefs and assumptions of our management and on currently available information. The Company undertakes no responsibility to publicly update or revise any forward-looking statement.


Source: View Original Filing on SEC EDGAR

FAQ

What dividend waiver is TFS Financial (TFSL) seeking approval for?

TFS Financial’s mutual holding company is asking members to approve waiving its right to receive quarterly dividends of up to $1.27 per share for 12 months. This would apply to dividends the company’s board may declare after the member vote.

When is the special member meeting for TFS Financial’s dividend waiver?

The special meeting of members of Third Federal Savings and Loan Association of Cleveland, MHC is scheduled for July 7, 2026. At this meeting, members will vote on the proposal to waive the mutual holding company’s right to receive certain quarterly dividends.

How much of TFS Financial’s stock is owned by its mutual holding company?

Third Federal Savings and Loan Association of Cleveland, MHC owns 81% of TFS Financial’s outstanding common stock. Because of this large stake, its decision to waive or not waive dividends materially affects how much of any dividend reaches public stockholders.

What happens if TFS Financial’s members do not approve the dividend waiver?

The company states that failure to obtain member approval for the dividend waiver will likely result in a reduction in the dividend expected to be paid to public stockholders. The Federal Reserve could also object to the waivers even if members approve them at the special meeting.

Why does TFS Financial seek annual approval for dividend waivers under Regulation MM?

Federal Reserve Regulation MM requires mutual holding companies to solicit member approval for proposed dividend waivers every 12 months. TFS Financial’s MHC previously obtained such approval on July 8, 2025 for dividends during the 12-month period ending July 8, 2026.

What is the size and focus of TFS Financial’s banking business?

TFS Financial operates Third Federal, a leading provider of savings and mortgage products founded in 1938. As of March 31, 2026, the company reported total assets of $17.48 billion, with lending in 28 states, the District of Columbia, and multiple branch locations in Ohio and Florida.

Filing Exhibits & Attachments

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