Axos Financial Files 8-K for Material Agreement

Ticker: AX · Form: 8-K · Filed: Sep 19, 2025 · CIK: 1299709

Axos Financial, Inc. 8-K Filing Summary
FieldDetail
CompanyAxos Financial, Inc. (AX)
Form Type8-K
Filed DateSep 19, 2025
Risk Levelmedium
Pages3
Reading Time4 min
Key Dollar Amounts$0.01, $200,000,000, $1,000
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, financial-obligation, 8-k

Related Tickers: AX

TL;DR

Axos Financial (AX) signed a big deal and took on debt, filing an 8-K today.

AI Summary

Axos Financial, Inc. filed an 8-K on September 19, 2025, reporting the entry into a material definitive agreement and the creation of a direct financial obligation. The filing also includes financial statements and exhibits. The company, formerly BofI Holding, Inc., is incorporated in Delaware and headquartered in Las Vegas, Nevada.

Why It Matters

This 8-K filing indicates Axos Financial has entered into a significant new agreement and incurred a financial obligation, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement and a new financial obligation, which inherently carries risks related to the terms and execution of these commitments.

Key Numbers

  • 001-37709 — SEC File Number (Identifies the specific filing for Axos Financial)
  • 33-0867444 — IRS Employer Identification Number (Tax identification for Axos Financial)

Key Players & Entities

  • Axos Financial, Inc. (company) — Registrant
  • BofI Holding, Inc. (company) — Former company name
  • September 19, 2025 (date) — Date of earliest event reported
  • 9205 West Russell Road, Ste 400 Las Vegas, NV 89148 (address) — Principal executive offices
  • 001-37709 (filing_id) — SEC File Number

FAQ

What is the nature of the material definitive agreement entered into by Axos Financial?

The filing states Axos Financial entered into a 'Material Definitive Agreement' but does not specify its nature in the provided text.

What is the direct financial obligation created by Axos Financial?

The filing indicates the creation of a 'Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement' but does not detail the specific obligation in the provided text.

When was the earliest event reported in this 8-K filing?

The earliest event reported is dated September 19, 2025.

What was Axos Financial's former company name?

Axos Financial, Inc. was formerly known as BofI Holding, Inc.

Where are Axos Financial's principal executive offices located?

Axos Financial's principal executive offices are located at 9205 West Russell Road, Suite 400, Las Vegas, NV 89148.

Filing Stats: 997 words · 4 min read · ~3 pages · Grade level 10 · Accepted 2025-09-19 10:35:59

Key Financial Figures

  • $0.01 — ange on which registered Common stock, $0.01 par value AX New York Stock Exchange
  • $200,000,000 — pleted its previously announced sale of $200,000,000 aggregate principal amount of the Compa
  • $1,000 — l be issued in minimum denominations of $1,000 and integral multiples of $1,000 in exc

Filing Documents

01 Entry Into A Material Definitive Agreement

Item 1.01 Entry Into A Material Definitive Agreement. On September 19, 2025, Axos Financial, Inc. (the "Company") completed its previously announced sale of $200,000,000 aggregate principal amount of the Company's 7.00% Fixed-to-Floating Rate Subordinated Notes due 2035 (the "Notes") to Keefe, Bruyette & Woods, Inc., as representative of the underwriters named in an underwriting agreement dated September 16, 2025, by and between the Company and the underwriters named therein. The Notes were issued pursuant to the Indenture, dated as of February 24, 2022 (the "Base Indenture"), between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), as supplemented by the Second Supplemental Indenture, dated as of September 19, 2025 (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), between the Company and the Trustee. From and including September 19, 2025 to, but excluding October 1, 2030, or the date of earlier redemption, the Notes will accrue interest at a fixed rate per annum equal to 7.00%, payable semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2026. From and including October 1, 2030, to, but excluding, October 1, 2035 or the date of earlier redemption, (the "floating rate period"), the Notes will accrue interest at a floating rate per annum equal to the benchmark rate, which is the then-current Three-Month Term SOFR (as defined in the Indenture), plus a spread of 379 basis points for each quarterly interest period during the floating rate period, payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, commencing on January 1, 2031; provided, however, that if the benchmark rate is less than zero, the benchmark rate will be deemed to be zero. The Notes will mature on October 1, 2035. The Notes will be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. The Notes are unsecured, subordi

03 Creation of a Direct Financial Obligation of a Registrant

Item 2.03 Creation of a Direct Financial Obligation of a Registrant. The information contained in (or incorporated by reference into) Item 1.01 is incorporated into this Item 2.03 by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 4.1 Indenture, dated as of February 24, 2022, between Axos Financial, Inc. and U.S. Bank Trust Company, as trustee, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on February 24, 2022 . 4.2 Second Supplemental Indenture, dated as of September 19, 2025, between Axos Financial, Inc. and U.S. Bank Trust Company, National Association, as trustee . 4.3 Form of Global Note to represent the 7.00% Fixed-to-Floating Rate Subordinated Notes due 2035 of Axos Financial, Inc. (included in Exhibit 4.2 as Exhibit A). 5.1 Opinion of Thompson Coburn LLP . 23.1 Consent of Thompson Coburn LLP (included in Exhibit 5.1). 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 19, 2025 By: /s/ Derrick K. Walsh Derrick K. Walsh EVP and Chief Financial Officer

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