tfsl-20240809

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,

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

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.

99.1 Press Release dated August 9, 2024

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