MHC waives dividend as TFS Financial (NASDAQ: TFSL) declares payout

Rhea-AI Filing Summary

TFS Financial Corporation declared a quarterly cash dividend of $0.2825 per share of common stock. The dividend will be paid on March 25, 2026 to shareholders of record on March 11, 2026.

Third Federal Savings and Loan Association of Cleveland, MHC, which owns 227,119,132 shares, or 81% of the Company’s common stock, has waived its right to receive this dividend under a previously approved waiver program. That program, supported by member approval and Federal Reserve non‑objection on July 8, 2025, permits the MHC to waive dividends up to an aggregate of $1.13 per share through July 8, 2026, and it has already waived $0.565 per share for dividends in the quarters ended September 30 and December 31, 2025.

TFS Financial, the holding company for Third Federal, reported total assets of $17.46 billion as of September 30, 2025 and focuses on savings and mortgage products across multiple states.

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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) February 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,

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 February 26, 2026, 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 March 25, 2026 to shareholders of record as of March 11, 2026. 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 $0.565 per share during the quarters ending September 30, 2025 and December 31, 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 February 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: February 26, 2026

By:

/s/ Meredith S. Weil

Meredith S. Weil

Chief Financial Officer

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

TFS Financial Corporation Declares Dividend

(Cleveland - February 26, 2026) - TFS Financial Corporation (NASDAQ: TFSL) (the “Company”), the holding company for Third Federal Savings and Loan Association of Cleveland (the “Association”), today announced that the Board of Directors declared a quarterly cash dividend of $0.2825 per share, payable on March 25, 2026, to stockholders of record on March 11, 2026.

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 $0.565 per share during the quarters ending September 30, 2025, and December 31, 2025.

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 while creating value for our customers, communities, associates and shareholders. It became part of a public company in 2007 and celebrated its 85th anniversary in May 2023. 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 September 30, 2025, the Company’s assets totaled $17.46 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.

FAQ

What dividend did TFS Financial (TFSL) declare and when will it be paid?

TFS Financial declared a quarterly cash dividend of $0.2825 per share, payable on March 25, 2026. Stockholders of record on March 11, 2026 will receive the payment, reflecting the company’s ongoing practice of returning cash to common shareholders.

Who is the MHC related to TFS Financial (TFSL) and what did it decide about the dividend?

The MHC is Third Federal Savings and Loan Association of Cleveland, MHC, owning 227,119,132 shares, or 81% of TFSL’s common stock. It has waived its right to receive the $0.2825 per-share dividend on its shares under an approved dividend-waiver program.

What approvals support the MHC dividend waiver for TFS Financial (TFSL)?

On July 8, 2025, MHC members approved the dividend waiver and the Federal Reserve Bank of Cleveland issued a non-objection. This allows the MHC to waive dividends on TFSL stock it owns up to $1.13 per share through July 8, 2026.

How much in dividends has the MHC already waived on TFS Financial (TFSL) shares?

Before this dividend, the MHC had waived dividends totaling $0.565 per share. Those waivers covered dividends paid for the quarters ending September 30, 2025 and December 31, 2025, under the same aggregate $1.13 per-share waiver authorization period.

How large is TFS Financial (TFSL) based on its latest asset figures?

As of September 30, 2025, TFS Financial reported total assets of $17.46 billion. The company, through Third Federal, focuses on savings and mortgage products, lending in 28 states and the District of Columbia with branches in Ohio and Florida.

What business does TFS Financial (TFSL) and Third Federal focus on?

TFS Financial is the holding company for Third Federal, a leading provider of savings and mortgage products. Founded in 1938 in Cleveland, it emphasizes home ownership and financial security, serving consumers with competitive rates through branches in Ohio, Florida, and multi-state lending.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 6.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB