[8-K] TFS Financial Corporation Reports Material Event

Rhea-AI Filing Summary

On July 8, 2025, TFS Financial Corporation (Nasdaq: TFSL) filed an 8-K to report that members of Third Federal Savings and Loan Association of Cleveland, MHC, the Company’s 81% majority shareholder, approved the MHC’s proposal to waive up to $1.13 per share of dividends that may be declared on the Company’s common stock during the twelve-month period ending July 8, 2026.

The vote drew participation from 59% of eligible members, with 97% of those votes cast in favor of the waiver. This internal approval satisfies the first condition required under Federal Reserve regulations for dividend waivers by mutual holding companies.

Following the vote, the MHC will submit a notice and request for non-objection to the Federal Reserve Bank of Cleveland. Both the issuance and timing of a non-objection decision remain uncertain. Until the Federal Reserve responds, the Company cannot finalize any dividend declarations covered by the waiver.

• Form type: 8-K Item 8.01 (Other Events)
• Maximum dividend subject to waiver: $1.13 per share
• Waiver period: Through July 8, 2026
• Majority shareholder ownership: 81%

Positive

• 97% in-favor vote gives clear member support for the dividend waiver.
• Authority to waive up to $1.13/share could allow dividends to be paid solely to public shareholders, conserving corporate cash.

Negative

• Federal Reserve non-objection is still required; timing and outcome are unknown.
• Only 59% of eligible members voted, leaving a sizable portion of stakeholders unexpressed.

Insights

Financial Analyst

TL;DR: Member approval removes cash drain, but Fed sign-off still required before dividends proceed.

The 97% supportive vote gives TFS Financial the internal authority needed for its mutual holding company to waive up to $1.13/share of dividends. If the Federal Reserve does not object, the company will be able to direct 100% of any declared dividends to minority public shareholders, preserving capital at the parent level. The development is potentially favorable for yield-focused investors; however, the ultimate benefit hinges on the Federal Reserve’s response, which is neither guaranteed nor time-bound in the filing. From a valuation standpoint, no immediate financial metrics change, so the news is strategically positive but not yet financially material.

Regulatory Specialist

TL;DR: Internal hurdle cleared; regulatory non-objection remains the decisive step.

The MHC must now file a notice with the Federal Reserve Bank of Cleveland. Past precedent shows the Fed can take several weeks to months to issue a non-objection. Until that document is in hand, the waiver is not legally effective, and any dividend declarations covering the waiver period could be delayed or adjusted. Investors should monitor for the Fed’s response, as the filing provides no timeline or assurance of approval.

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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) July 8, 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

At the July 8, 2025 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 $1.13 per share, to be declared on the Company’s common stock during the twelve months subsequent to the members’ approval (i.e., through July 8, 2026). 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 8, 2025 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 8, 2025

By:

/s/ Meredith S. Weil

Meredith S. Weil

Chief Financial Officer

FAQ

What did TFS Financial’s members approve on July 8, 2025?

They approved the MHC’s proposal to waive dividends up to $1.13 per share on TFSL stock for the next 12 months.

How much dividend per share is covered by the waiver approved for TFSL?

The waiver applies to dividends aggregating up to $1.13 per share.

What percentage of votes supported the dividend waiver proposal?

97% of votes cast were in favor, representing 59% of total eligible votes.

What is the next regulatory step after member approval?

The MHC will file a notice and request a non-objection from the Federal Reserve Bank of Cleveland.

How long does the dividend waiver remain in effect?

The waiver covers dividends declared through July 8, 2026.