Axos Financial, Inc. 8-K Filing

Ticker: AX · Form: 8-K · Filed: Sep 17, 2025 · CIK: 1299709

Axos Financial, Inc. 8-K Filing Summary
FieldDetail
CompanyAxos Financial, Inc. (AX)
Form Type8-K
Filed DateSep 17, 2025
Pages5
Reading Time6 min
Key Dollar Amounts$0.01, $200 million, $197.2 m, $160.5 million
Sentimentneutral

Sentiment: neutral

FAQ

What type of filing is this?

This is a 8-K filing submitted by Axos Financial, Inc. (ticker: AX) to the SEC on Sep 17, 2025.

What are the key financial figures in this filing?

Key dollar amounts include: $0.01 (ange on which registered Common stock, $0.01 par value AX New York Stock Exchange); $200 million (riters named therein, to issue and sell $200 million aggregate principal amount of the Compa); $197.2 m (from the Offering will be approximately $197.2 million, after deducting underwriting dis); $160.5 million (2030 Notes (as defined below), of which $160.5 million in principal amount is currently outsta).

How long is this filing?

Axos Financial, Inc.'s 8-K filing is 5 pages with approximately 1,457 words. Estimated reading time is 6 minutes.

Where can I view the full 8-K filing?

The complete filing is available on SEC EDGAR. You can also read the AI-decoded analysis with risk assessment and key highlights on ReadTheFiling.

Filing Stats: 1,457 words · 6 min read · ~5 pages · Grade level 13.8 · Accepted 2025-09-16 21:55:43

Key Financial Figures

  • $0.01 — ange on which registered Common stock, $0.01 par value AX New York Stock Exchange
  • $200 million — riters named therein, to issue and sell $200 million aggregate principal amount of the Compa
  • $197.2 m — from the Offering will be approximately $197.2 million, after deducting underwriting dis
  • $160.5 million — 2030 Notes (as defined below), of which $160.5 million in principal amount is currently outsta

Filing Documents

01 Entry Into A Material Definitive Agreement

Item 1.01 Entry Into A Material Definitive Agreement On September 16, 2025, Axos Financial, Inc. (the "Axos" or the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Keefe, Bruyette & Woods, Inc., as representative of the underwriters named therein, to issue and sell $200 million aggregate principal amount of the Company's 7.00% Fixed-to-Floating Rate Subordinated Notes due 2035 (the "Notes"), at a public offering price equal to 100% of the aggregate principal amount of the Notes (the "Offering"). The Company estimates that the net proceeds from the Offering will be approximately $197.2 million, after deducting underwriting discounts of 1.25% and expenses that are payable by the Company. The Offering is expected to close on or about September 19, 2025 (such date of closing, the '"Closing Date"), subject to satisfaction of customary closing conditions. The Company intends to use the net proceeds of the Offering to repay existing indebtedness, including the redemption in full of the 2030 Notes (as defined below), of which $160.5 million in principal amount is currently outstanding, and to support growth initiatives at the Company's subsidiaries and for general corporate purposes. The Underwriting Agreement contains customary representations, warranties and covenants between the parties as of the date of the Underwriting Agreement. These representations, warranties and covenants are not representations of factual information to investors about the Company or its subsidiaries, and the sale of any Notes pursuant to the Underwriting Agreement is not a representation that there has not been any change in the condition of the Company. A copy of the Underwriting Agreement is attached to this Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein by reference. This description of the material terms of the Underwriting Agreement and the transactions contemplated thereby is qualified in its entirety by reference to such exhib

01 Other Events

Item 8.01 Other Events On September 16, 2025, the Company priced an offering of the Notes. A copy of the press release announcing the pricing of the offering of the Notes is attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference. On August 29, 2025, the Company issued a conditional notice of redemption (the "Redemption Notice") for all of the $160.5 million aggregate principal amount of the 4.875% Fixed-to-Floating Rate Subordinated Notes due October 1, 2030 (the "2030 Notes") that remain outstanding as of the date thereof. The Redemption Notice states that, upon satisfaction of certain conditions as set forth therein, all outstanding 2030 Notes will be redeemed on October 1, 2025 (the "Redemption Date") at a price equal to the sum of (i) 100% of the principal amount of the 2030 Notes to be redeemed, plus (ii) accrued and unpaid interest, if any, to, but excluding, the Redemption Date. The redemption pursuant to the Redemption Notice (the "Redemption") is conditioned on the Company taking certain financing actions, which may be in the form of a sale of notes (including, without limitation, the Notes), loans or other securities, or a combination thereof, on or prior to the Redemption Date on terms satisfactory to the Company and in an aggregate principal amount satisfactory to the Company (the "Financing Condition"). In the Company's discretion, the Financing Condition may be waived, or the Redemption Notice and the Redemption rescinded. This Current Report shall not be construed as a notice of redemption for any of the outstanding 2030 Notes nor does it constitute an offer of any security for sale or the solicitation of an offer to purchase or sell any of the Company's securities. The information in this Current Report on Form 8-K being furnished pursuant to Item 8.01 of Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise su

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 1.1 Underwriting Agreement dated September 16 , 2025 between Axos Financial, Inc. and Keefe, Bruyette & Woods, Inc., as representative of the of the underwriters named therein. 99.1 Press release of Axos Financial, Inc. dated September 16 , 2025. 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. Axos Financial, Inc. Date: September 16, 2025 By: /s/ Derrick K. Walsh Derrick K. Walsh EVP and Chief Financial Officer

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