TFS Financial (TFSL) declares $0.2825 dividend as MHC waives payout
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
TFS Financial Corporation, the parent of Third Federal Savings and Loan, reported a board change and a new shareholder dividend. Director Meredith S. Weil retired from the Board of Directors effective May 28, 2026, and the board size was reduced from twelve to eleven members through a bylaw amendment.
The Board declared a quarterly cash dividend of $0.2825 per share, payable on June 24, 2026 to shareholders of record on June 10, 2026. The mutual holding company, which owns 227,119,132 shares or 81% of the common stock, has waived this dividend under previously approved authority to waive up to $1.13 per share of dividends through July 8, 2026. As of March 31, 2026, the Company’s assets totaled $17.48 billion.
Positive
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Negative
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8-K Event Classification
3 items: 5.02, 5.03, 8.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Key Figures
Quarterly dividend: $0.2825 per share
Dividend record date: June 10, 2026
MHC share ownership: 227,119,132 shares (81%)
+4 more
7 metrics
Quarterly dividend
$0.2825 per share
Declared May 28, 2026; payable June 24, 2026
Dividend record date
June 10, 2026
Shareholders of record eligible for $0.2825 dividend
MHC share ownership
227,119,132 shares (81%)
Mutual holding company ownership of common stock outstanding
Dividend waiver limit
$1.13 per share
Maximum aggregate dividends the MHC may waive through July 8, 2026
Previously waived dividends
$0.8475 per share
Aggregate waived for quarters ending Sept 30, 2025 to Mar 31, 2026
Total assets
$17.48 billion
Company assets as of March 31, 2026
Board size after change
11 members
Reduced from twelve via bylaw amendment effective May 28, 2026
Key Terms
mutual holding company, cash dividend, forward-looking statements, safe harbors, +1 more
5 terms
mutual holding company financial
"Third Federal Savings and Loan Association of Cleveland, MHC (the “MHC”), the mutual holding company of the Company"
A mutual holding company is a corporate structure where an organization that is owned by its members or policyholders creates a stock company underneath it, so shares can be sold while the original member-owned entity remains the parent. For investors, it matters because it changes who can buy stock, how control and voting are split, and the potential for future share sales or dilution—like a club setting up a store it can sell shares in while the club itself keeps overall control.
cash dividend financial
"declared a cash dividend of $0.2825 per share of common stock"
A cash dividend is a payment made by a company to its shareholders directly in money, usually on a regular schedule. It is a way for investors to receive a portion of the company's profits, similar to earning interest or a bonus for holding the company's stock. Cash dividends provide income to shareholders and can indicate the company's financial health and stability.
forward-looking statements regulatory
"This news release contains forward-looking statements as defined in the Securities Exchange Act of 1934"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
safe harbors regulatory
"and is subject to the safe harbors created therein"
Safe harbors are legal provisions that protect companies or individuals from certain types of liability when they meet specified conditions or follow prescribed procedures. For investors they matter because safe harbors reduce the chance of sudden legal or regulatory penalties and make corporate disclosures or actions more predictable—like an umbrella or marked lane that limits where risk can reach—helping assess risk and valuation.
bylaws regulatory
"approved an amendment to the Company's Bylaws, effective May 28, 2026, to decrease the size of the Board"
Corporate bylaws are a company's internal rulebook that explains how the business is run day to day — who makes decisions, how directors and officers are chosen, how shareholder meetings are conducted, and procedures for changes or conflicts. For investors, bylaws matter because they shape governance and control, influence how quickly and easily leadership or strategy can change, and can protect or limit shareholder rights much like house rules affect how a household operates.
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) May 28, 2026
(Exact name of registrant as specified in its charter)
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Registrant's telephone number, including area code ( 216) 441-6000
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(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) | |||||
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| 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
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 28, 2026, TFS Financial Corporation (“the Company”) (NASDAQ: TFSL), the holding company for Third Federal Savings and Loan Association of Cleveland (“Third Federal”), announced that Meredith S. Weil will retire from her position as a member of the Board of Directors effective May 28, 2026. Ms. Weil’s position is not expected to be filled.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. | |||||||
The Board of Directors has approved an amendment to the Company's Bylaws, effective May 28, 2026, to decrease the
size of the Board from twelve members to eleven members. The text of the revision to the Bylaws is attached as Exhibit 3 to this Report.
Item 8.01 Other Events
On May 28, 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 June 24, 2026 to shareholders of record as of June 10, 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 $0.8475 per share during the quarters ending September 30, 2025, December 31, 2025, and March 31, 2026.
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.
3 Text of Amendment to Bylaws of TFS Financial Corporation
99.1 Press Release dated May 28, 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: May 28, 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 - May 28, 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 June 24, 2026, to stockholders of record on June 10, 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 $0.8475 per share during the quarters ending September 30, 2025, December 31, 2025, and March 31, 2026.
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 March 31, 2026 the Company’s assets totaled $17.48 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 on May 28, 2026?
TFS Financial declared a quarterly cash dividend of $0.2825 per share. It will be paid on June 24, 2026 to stockholders of record on June 10, 2026, continuing the company’s regular cash return to shareholders.
Why is the TFS Financial mutual holding company waiving dividends?
The mutual holding company is waiving dividends on its 227,119,132 shares under member-approved authority. It has Federal Reserve non-objection to waive up to $1.13 per share of dividends through July 8, 2026, preserving more cash for public shareholders.
How much of its dividend waiver limit has the TFS MHC used so far?
The MHC previously waived dividends totaling $0.8475 per share for quarters ending September 30, 2025, December 31, 2025, and March 31, 2026. This count is against the member-approved waiver capacity of $1.13 per share through July 8, 2026.
What board changes did TFS Financial (TFSL) announce?
TFS Financial announced that director Meredith S. Weil retired from the Board effective May 28, 2026. The Board amended the bylaws to reduce its size from twelve to eleven members, with her position not expected to be filled.
How large is TFS Financial Corporation as of March 31, 2026?
As of March 31, 2026, TFS Financial reported $17.48 billion in total assets. The company operates Third Federal Savings and Loan, which focuses on savings and mortgage products across multiple states and the District of Columbia.