8-K

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) July 30, 2020

TFS FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

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

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

On July 30, 2020, Third Federal Savings and Loan Association of Cleveland, MHC (the “MHC”), 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 $1.12 per share during the 12 months ending July 14, 2021. 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 81.1% of the Company’s common stock outstanding, and on July 14, 2020 received the approval of its members (mainly depositors of Third Federal) with respect to the waiver. The members approved the waiver by casting 63% of the eligible votes, with 97% of the votes cast, or 61% of the total eligible votes, voting in favor of the waiver. The MHC previously waived the receipt of dividends paid by the Company in an aggregate amount of $1.10 per share during the four quarters ended June 30, 2020.

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.

Exhibit No.

99.1  Press Release datedAugust3, 2020

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.

Document

Contact: Jennifer Rosa         (216) 429-5037 Exhibit 99.1

For release August 3, 2020

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

(Cleveland, OH - August 3, 2020) - On July 30, 2020, Third Federal Savings and Loan Association of Cleveland, MHC (the “MHC”), 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 $1.12 per share during the 12 months ending July 14, 2021. Actual dividends during that period are declared at the discretion of the Company’s board of directors.

“We appreciate the continued 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 to continue adding value to Third Federal by offering a dividend to our shareholders. I remain positive about our loan performance, our strong application volume, and the stability of our overall business.”

The MHC is the mutual holding company and owner of 227,119,132 shares, or 81.1% of the Company’s common stock outstanding, and on July 14, 2020 received the approval of its members (mainly depositors of Third Federal) with respect to the waiver. The members approved the waiver by casting 63% of the eligible votes, with 97% of the votes cast, or 61% of the total eligible votes, voting in favor of the waiver. The MHC previously waived the receipt of dividends paid by the Company in an aggregate amount of $1.10 per share during the four quarters ended June 30, 2020.

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 80th anniversary in May, 2018. Third Federal, which lends in 25 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, seven lending offices in Central and Southern Ohio, and 16 full service branches throughout Florida. As of June 30, 2020, the Company’s assets totaled $14.83 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, 2019. 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.