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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) 5/29/2025
 
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 ☐


Item 8.01 Other Events
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 On May 29, 2025, 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 $1.13 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 8, 2025. 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 29, 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: May 29, 2025 By: /s/ Meredith S. Weil  
    Meredith S. Weil  
    Chief Financial Officer  
 



EX-99.1 2 dividendwaivermtgannouncem.htm EX-99.1 Document

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 29, 2025 - 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 80.9% 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 $1.13 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 8, 2025.

Federal Reserve Regulation MM, 12 C.F.R. Part 239, of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) require 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 9, 2024 meeting to waive the MHC’s right to receive quarterly dividends declared by the Company during the 12-month period ending July 9, 2025.

"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 27 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 16 full service branches throughout Florida. As of March 31, 2025, the Company’s assets totaled $17.11 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, 2024. 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.