TFSL Tfs Financial Corp - 8-K

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      Te xt of Amendment to Bylaws of TFS Financial Corpor ation

99.1      Press Release dated May 28 , 2026

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)