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NASDAQ: TFSL TFS Financial CORP 8-K

TFS Financial declares $0.28 dividend; 81% parent waives rights, reaching waiver cap

Filed May 28, 2026 · Period ending May 28, 2026 · ~1 min read

3 key changes 2 high relevance 2 sections

Key Changes

  • high

    Board declared $0.2825 per share dividend payable June 24 to shareholders of record June 10. The mutual holding company parent (81% owner) waived its dividend rights, meaning only public shareholders receive payment.

  • high

    This waiver brings total dividends waived to $1.13 per share, reaching the maximum authorized by members and Federal Reserve through July 8, 2026. Future dividends beyond this date may require new approvals.

  • low

    Director Meredith S. Weil retired from the board effective May 28, 2026. The company will not fill her seat, reducing board size from twelve to eleven members per bylaw amendment.

Summary

TFS Financial declared its regular quarterly dividend of $0.2825 per share, but the announcement carries an important wrinkle: the company's mutual holding company parent, which owns 81% of shares, waived its dividend rights. This means the entire dividend payment flows only to the 19% of shares held by public investors, preserving capital while maintaining shareholder returns. However, this latest waiver exhausts the $1.13 per share authorization granted by MHC members and approved by the Federal Reserve through July 8, 2026.

Retail investors should watch whether the company seeks renewed waiver authority before the next dividend cycle. If the MHC cannot or does not waive future dividends, the company would face significantly higher cash outflows (5x larger) to maintain the same per-share rate, potentially pressuring capital levels or forcing a dividend cut. The board also reduced its size from twelve to eleven members following director Weil's retirement, a minor governance change with no immediate operational impact.

Section-by-Section Diff

Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws

~67 words

Item 5.03 — Amendments to Articles of Incorporation or Bylaws filed; see Key Changes for terms.

1 Added
Show 1 minor / wording change
Added Board size reduction low

Added in current filing · verify on EDGAR →

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 company amended its bylaws to reduce the board of directors from twelve to eleven members, effective immediately. This is a governance change that reduces the number of directors overseeing management and corporate strategy.

Event · Item 8.01 — Other Events

~400 words

Item 8.01 — Other Events filed; see Key Changes for terms.

3 Added
Added Cash dividend declaration medium

Added in current filing · verify on EDGAR →

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.

The Board declared a quarterly cash dividend of $0.2825 per share, payable to shareholders of record on June 10, 2026, with payment on June 24, 2026. This represents a regular return of capital to shareholders.

Added MHC dividend waiver high

Added in current filing · verify on EDGAR →

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.

The mutual holding company parent, which owns 81% of outstanding shares (227,119,132 shares), waived its right to receive this dividend. This means the dividend payment will only go to the 19% of shares held by public shareholders, reducing the total cash outflow for the company while maintaining the per-share dividend rate for public investors.

Added MHC waiver authorization details high

Added in current filing · verify on EDGAR →

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 MHC obtained member approval and Federal Reserve non-objection in July 2025 to waive up to $1.13 per share in dividends through July 8, 2026. With prior waivers totaling $0.8475 per share and this new $0.2825 dividend, the MHC has now waived $1.13 per share total, reaching the authorized limit. This structure allows the company to preserve capital while continuing dividends to public shareholders.

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Figures/quotes linked to EDGAR · Narrative written by AI · May 28, 2026 · How we verify