TFS Financial: Majority Owner Waives $1.13/Share Dividend; Leadership Moves

Rhea-AI Filing Summary

TFS Financial Corporation disclosed two material items: its majority mutual holding company, Third Federal Savings and Loan Association of Cleveland, MHC, waived the right to receive dividends on the 227,119,132 shares it owns (80.9% of outstanding common stock) up to $1.13 per share during the 12 months following member approval, i.e., through July 8, 2026. The MHC had previously waived receipt of dividends totaling $1.13 per share for the four quarters ending June 30, 2025.

The filing also reports leadership changes at the Association effective September 1, 2025: Andrew J. Rubino is appointed Chief Operating Officer (previously Chief Information Officer) and Michael J. Carfagna is appointed Chief Information Officer (previously Information Systems manager). Both will receive benefits aligned with similarly situated associates and have no disclosable related-party transactions.

Positive

• MHC obtained member approval and Federal Reserve non-objection for the dividend waiver, indicating regulatory and stakeholder process compliance
• Internal promotions (COO and CIO) preserve institutional knowledge and continuity in operations and information systems

Negative

• MHC controls 80.9% of outstanding common stock (227,119,132 shares), reflecting concentrated ownership that limits influence of public minority shareholders
• MHC waived receipt of dividends up to $1.13 per share through July 8, 2026, meaning those dividends will not be received by the majority holder during that period

Insights

Corporate Governance Expert

TL;DR: Majority-owner dividend waiver and 80.9% ownership concentration materially affect shareholder economics and control dynamics.

The MHC's waiver to forego dividends on shares it controls through July 8, 2026 is a significant governance event because the MHC owns 227,119,132 shares (80.9%). That waiver may alter how cash distributions are allocated among public shareholders versus the mutual holding company, and it represents a continuation of previously announced waivers totaling $1.13 per share for the prior four quarters. The filing states regulatory non-objection from the Federal Reserve Bank of Cleveland and member approval, indicating procedural compliance. The leadership appointments are internal promotions with standard benefit alignment and no reportable related-party transactions, limiting governance concerns from those hires.

Banking Operations Analyst

TL;DR: Operational leadership changes are routine promotions; dividend-waiver preserves capital flow within the organization.

The Association advanced Andrew J. Rubino to Chief Operating Officer and named Michael J. Carfagna as Chief Information Officer, effective September 1, 2025; both moves promote internal continuity in operations and IT. The MHC dividend waiver, approved by members and non-objected to by the Federal Reserve Bank of Cleveland, allows the mutual holding company to waive receipt of dividends up to $1.13 per share through July 8, 2026. The filing explicitly notes no disclosable transactions under Item 404(a) involving these officers, suggesting limited immediate operational disruption or related-party risk.

0001381668FALSE00013816682024-08-292024-08-29

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) August 28, 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 August 28, 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 September 24, 2025 to shareholders of record as of September 10, 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 80.9% 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 $1.13 per share during the four quarters ending June 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.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 28, 2025, the Board of Directors of Third Federal Savings and Loan Association of Cleveland (the "Association"), the Thrift subsidiary of TFS Financial Corporation, approved certain leadership changes to be effective as of September 1, 2025. The Board appointed Andrew J. Rubino, who currently serves as the Association’s Chief Information Officer, to the role of Chief Operating Officer. Additionally, the Board appointed Michael J. Carfagna as the Association’s Chief Information Officer. Mr. Carfagna currently serves as the Information Systems manager for the Association.

Both Mr. Rubino and Mr. Carfagna are provided benefits commensurate with those provided to similarly situated associates and are not party to any transactions with the Company or the Association that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K. A press release announcing details of the leadership changes is attached as exhibit 99.1

FORM 8-K EXHIBIT INDEX

Exhibit No.

99.1    Press Release dated August 28, 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: August 28, 2025

By:

/s/ Meredith S. Weil

Meredith S. Weil

Chief Financial Officer

FAQ

What did TFS Financial (TFSL) disclose about dividends?

The mutual holding company (MHC) waived its right to receive dividends on the 227,119,132 shares it owns (80.9% of common stock) up to $1.13 per share during the 12 months after member approval (through July 8, 2026).

Who approved the MHC dividend waiver and was there regulatory sign-off?

Members of the MHC approved the waiver on July 8, 2025, and the Federal Reserve Bank of Cleveland issued a non-objection to the waiver.

What leadership changes were announced at the Association effective September 1, 2025?

Andrew J. Rubino was appointed Chief Operating Officer (previously CIO) and Michael J. Carfagna was appointed Chief Information Officer (previously Information Systems manager).

Do the new appointees have related-party transactions requiring disclosure?

The filing states both appointees are provided benefits comparable to similarly situated associates and are not party to any transactions requiring disclosure under Regulation S-K Item 404(a).

Was the dividend waiver a new action or a continuation?

The MHC previously waived receipt of dividends totaling $1.13 per share for the four quarters ending June 30, 2025; the new approval covers waivers up to $1.13 per share through July 8, 2026.