0001381668FALSE00013816682024-08-092024-08-09

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 9, 2024
 
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 8.01Other Events

On August 9, 2024, Third Federal Savings and Loan Association of Cleveland, MHC (the “MHC”) announced that it had received the non-objection of the Federal Reserve Bank of Cleveland to waive receipt of dividends on the shares of stock it owns of TFS Financial Corporation (the “Company”), up to $1.13 per share during the 12 months ending July 9, 2025. Actual dividends during that period are declared at the discretion of the Company’s board of directors.

The MHC is the mutual holding company and owner of 227,119,132 shares, or 80.9% of the Company’s common stock outstanding, and on July 9, 2024 received the approval of its members (mainly depositors of Third Federal) with respect to the waiver. The members approved the waiver by casting 58% of the eligible votes, with 97% of the votes cast in favor of the waiver. 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 ended June 30, 2024.

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.    

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 9, 2024  By: /s/ Meredith S. Weil
   Meredith S. Weil
   Chief Financial Officer



Contact: Jennifer Rosa         (216) 429-5037 Exhibit 99.1
For release August 9, 2024

Third Federal Savings and Loan Association of Cleveland, MHC receives non-objection for dividend waiver

(Cleveland, OH - August 9, 2024) - Third Federal Savings and Loan Association of Cleveland, MHC (the “MHC”) is pleased to announce that it received the non-objection of the Federal Reserve Bank of Cleveland to waive receipt of dividends on the shares of stock it owns of TFS Financial Corporation (NASDAQ: TFSL) (the “Company”), up to $1.13 per share during the 12 months ending July 9, 2025. Actual dividends during that period are declared at the discretion of the Company’s board of directors.
“We appreciate the ongoing support of our members for the MHC dividend waiver and are pleased to announce the non-objection from the Federal Reserve,” said Chairman and CEO Marc A. Stefanski. “The result will allow us the opportunity to maximize the capability to offer dividends to our institutional and individual shareholders. This, along with a focus on capital preservation, and a proactive approach to our business, keeps us strong, stable, and safe.”
The MHC is the mutual holding company and owner of 227,119,132 shares, or 80.9% of the Company’s common stock outstanding, and on July 9, 2024 received the approval of its members (mainly depositors of Third Federal) with respect to the waiver. The members approved the waiver by casting 58% of the eligible votes, with 97% of the votes cast in favor of the waiver. 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 ended June 30, 2024.
Third Federal Savings and Loan Association 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 and celebrated its 85th anniversary in May, 2023. Third Federal, which lends in 26 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 June 30, 2024, the Company’s assets totaled $17.03 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, 2023. 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.


v3.24.2.u1
Document And Entity Information
Aug. 09, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 09, 2024
Entity Registrant Name TFS FINANCIAL CORPORATION
Entity Incorporation, State or Country Code X1
Entity File Number 001-33390
Entity Tax Identification Number 52-2054948
Entity Address, Address Line One 7007 Broadway Ave.,
Entity Address, City or Town Cleveland,
Entity Address, State or Province OH
Entity Address, Postal Zip Code 44105
City Area Code (216)
Local Phone Number 441-6000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol TFSL
Security Exchange Name NASDAQ
Entity Central Index Key 0001381668
Amendment Flag false
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