AX 10-Q Quarterly Report Sept. 30, 2025

AXOS FINANCIAL, INC.

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ax-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-37709

AXOS FINANCIAL, INC.

(Exact name of registrant as specified in its charter)


Delaware						33-0867444
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

9205 West Russell Road, Suite 400 , Las Vegas , NV 89148

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: ( 858 ) 649-2218


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	AX	New York Stock Exchange

__________________________________________________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

The number of shares outstanding of the registrant’s common stock on the last practicable date: 56,644,002 shares of common stock, $0.01 par value per share, as of October 17, 2025.

Table of Contents

AXOS FINANCIAL, INC.

INDEX


			Page
PART I – FINANCIAL INFORMATION			1

ITEM 1. FINANCIAL STATEMENTS			1
Condensed Consolidated Balance Sheets (unaudited)			1
Condensed Consolidated Statements of Income (unaudited)			2
Condensed Consolidated Statements of Comprehensive Income (unaudited)			3
Condensed Consolidated Statements of Stockholders’ Equity (unaudited)			4
Condensed Consolidated Statements of Cash Flows (unaudited)			5
Notes to Condensed Consolidated Financial Statements (unaudited)			6
1. Summary of Significant Accounting Policies			6
2. Acquisitions			8
3. Fair Value			10
4. Available-for-Sale Securities			14
5. Loans & Allowance for Credit Losses			16
6. Derivatives			21
7. Offsetting of Derivatives and Securities Financing Agreements			22
8. Stockholders’ Equity and Stock-Based Compensation			23
9. Earnings per Common Share			24
10. Commitments and Contingencies			25
11. Segment Reporting and Revenue Information			26
12. Borrowings, Subordinated Notes and Debentures			27
13. Other Assets			28
14. Variable I nterest Entities			28

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			30
USE OF NON-GAAP MEASURES			32
SELECTED FINANCIAL INFORMATION			33
RESULTS OF OPERATIONS			35
SEGMENT RESULTS			38
FINANCIAL CONDITION			39
LIQUIDITY			42

CAPITAL RESOURCES AND REQUIREMENTS			43


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			45

ITEM 4. CONTROLS AND PROCEDURES			47

PART II – OTHER INFORMATION			48

ITEM 1. LEGAL PROCEEDINGS			48

ITEM 1A. RISK FACTORS			48

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES			48

ITEM 3. DEFAULTS UPON SENIOR SECURITIES			48

ITEM 4. MINE SAFETY DISCLOSURES			48

ITEM 5. OTHER INFORMATION			48

ITEM 6. EXHIBITS			49

SIGNATURES			50

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AXOS FINANCIAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(Dollars in thousands, except par value)	September 30, 2025		June 30, 2025
ASSETS
Cash and cash equivalents	$	2,560,692	$	1,933,845
Restricted cash	324,903		242,509
Total cash, cash equivalents and restricted cash	2,885,595		2,176,354
Trading securities	533		649
Available-for-sale securities	57,798		66,008
Stock of regulatory agencies	35,299		35,163
Loans held for sale, carried at fair value	12,202		10,012

Loans—net of allowance for credit losses of $ 307,431 as of September 30, 2025 and $ 290,049 as of June 30, 2025	22,635,137		21,049,610
Servicing rights, carried at fair value	26,243		27,218
Securities borrowed	182,518		139,396
Customer, broker-dealer and clearing receivables	263,095		252,720
Goodwill and other intangible assets—net	205,747		134,502
Other assets	1,127,650		891,446
TOTAL ASSETS	$	27,431,817	$	24,783,078

LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Non-interest-bearing	$	3,387,318	$	3,040,696
Interest bearing	18,877,435		17,788,847
Total deposits	22,264,753		20,829,543
Advances from the Federal Home Loan Bank	60,000		60,000
Secured financings	782,423		—
Borrowings, subordinated notes and debentures	510,064		312,671
Securities loaned	204,620		139,426
Customer, broker-dealer and clearing payables	385,821		350,606
Accounts payable and other liabilities	431,015		410,155
Total liabilities	24,638,696		22,102,401
COMMITMENTS AND CONTINGENCIES (Note 10)
STOCKHOLDERS’ EQUITY:
Common stock—$ 0.01 par value; 150,000,000 shares authorized; 71,356,152 shares issued and 56,643,547 shares outstanding as of September 30, 2025; 71,101,642 shares issued and 56,483,617 shares outstanding as of June 30, 2025	714		711
Additional paid-in capital	557,740		548,895
Accumulated other comprehensive income (loss)—net of income tax	64		348
Retained earnings	2,730,877		2,618,525
Treasury stock, at cost; 14,712,605 shares as of September 30, 2025 and 14,618,025 shares as of June 30, 2025	( 496,274 )		( 487,802 )
Total stockholders’ equity	2,793,121		2,680,677
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	27,431,817	$	24,783,078

See accompanying notes to the condensed consolidated financial statements.

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AXOS FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	Three Months Ended
	September 30,
(Dollars in thousands, except earnings per common share)	2025		2024
INTEREST AND DIVIDEND INCOME:
Loans, including fees	$	429,575	$	438,229
Securities borrowed and customer receivables	6,777		6,271
Investments and other	29,384		39,762
Total interest and dividend income	465,736		484,262
INTEREST EXPENSE:
Deposits	169,364		187,269
Advances from the Federal Home Loan Bank	313		529
Securities loaned	285		540
Other borrowings	4,724		3,876
Total interest expense	174,686		192,214
Net interest income	291,050		292,048
Provision for credit losses	17,255		14,000
Net interest income, after provision for credit losses	273,795		278,048
NON-INTEREST INCOME:
Broker-dealer fee income	10,948		11,060
Advisory fee income	8,525		7,945
Banking and service fees	10,820		8,613
Mortgage banking and servicing rights income	1,395		450
Prepayment penalty fee income	652		541

Total non-interest income	32,340		28,609
NON-INTEREST EXPENSE:
Salaries and related costs	76,605		74,293
Data and operational processing	22,057		18,985
Depreciation and amortization	8,341		7,450
Advertising and promotional	12,207		14,253
Professional services	13,333		9,895
Occupancy and equipment	4,620		4,318
FDIC and regulatory fees	5,619		5,956
Broker-dealer clearing charges	4,203		4,307
General and administrative expense	9,261		8,008
Total non-interest expense	156,246		147,465
INCOME BEFORE INCOME TAXES	149,889		159,192
INCOME TAXES	37,537		46,852
NET INCOME	$	112,352	$	112,340

Basic earnings per common share	$	1.99	$	1.97
Diluted earnings per common share	$	1.94	$	1.93

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

AXOS FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three Months Ended
	September 30,
(Dollars in thousands)	2025		2024
NET INCOME	$	112,352	$	112,340
Net unrealized gain (loss) from available-for-sale securities, net of income tax	254		1,319
Net unrealized gain (loss) on cash flow hedges, net of income tax	( 538 )		382
Other comprehensive income (loss)	( 284 )		1,701
COMPREHENSIVE INCOME	$	112,068	$	114,041

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

AXOS FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)


			For the Three Months Ended September 30, 2025
	Common Stock					Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss), Net of Income Tax		Retained Earnings		Treasury Stock		Total
		Number of Shares
(Dollars in thousands)			Issued	Treasury	Outstanding											Amount
BALANCE—June 30, 2025			71,101,642	( 14,618,025 )	56,483,617	$	711	$	548,895	$	348	$	2,618,525	$	( 487,802 )		$	2,680,677
Net income			—	—	—	—		—		—		112,352		—			112,352
Other comprehensive income (loss)			—	—	—	—		—		( 284 )		—		—			( 284 )

Stock-based compensation activity			254,510	( 94,580 )	159,930	3		8,845		—		—		( 8,472 )			376
BALANCE—September 30, 2025			71,356,152	( 14,712,605 )	56,643,547	$	714	$	557,740	$	64	$	2,730,877	$	( 496,274 )		$	2,793,121

AXOS FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)



			For the Three Months Ended September 30, 2024
	Common Stock					Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss), Net of Income Tax		Retained Earnings		Treasury Stock		Total
		Number of Shares
(Dollars in thousands)			Issued	Treasury	Outstanding											Amount
BALANCE—June 30, 2024			70,221,632	( 13,327,067 )	56,894,565	$	702	$	510,232	$	( 2,466 )	$	2,185,617	$	( 403,489 )		$	2,290,596
Net income			—	—	—	—		—		—		112,340		—			112,340
Other comprehensive income (loss)			—	—	—	—		—		1,701		—		—			1,701

Stock-based compensation activity			340,701	( 143,050 )	197,651	4		10,563		—		—		( 9,476 )			1,091
BALANCE—September 30, 2024			70,562,333	( 13,470,117 )	57,092,216	$	706	$	520,795	$	( 765 )	$	2,297,957	$	( 412,965 )		$	2,405,728

See accompanying notes to the condensed consolidated financial statements .

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AXOS FINANCIAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Three Months Ended
	September 30,
(Dollars in thousands)	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	112,352	$	112,340
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	8,341		7,450
Other accretion and amortization	( 21,699 )		( 37,358 )
Stock-based compensation expense	10,826		10,239
Trading activity	116		( 241 )
Provision for credit losses	17,255		14,000
Deferred income taxes	38,919		464
Origination of loans held for sale	( 47,122 )		( 69,570 )
Unrealized and realized gains on loans held for sale	( 783 )		( 2,881 )
Proceeds from sale of loans held for sale	44,922		74,532
Change in the fair value of servicing rights	1,207		1,765

Gain on repurchase of subordinated notes	—		( 604 )








Net change in assets and liabilities which provide (use) cash:
Securities borrowed	( 43,122 )		( 17,114 )
Customer, broker-dealer and clearing receivables	( 10,375 )		( 22,746 )
Other assets	( 52,699 )		4,243
Securities loaned	65,194		21,706
Customer, broker-dealer and clearing payables	35,215		14,858
Accounts payable and other liabilities	( 40,114 )		( 40,295 )



Net cash provided by operating activities	118,433		70,788
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of available-for-sale securities	—		( 16,000 )
Proceeds from sale and repayment of available-for-sale securities	8,569		21,564
Purchase of stock of regulatory agencies	—		( 12,446 )

Net change in loans held for investment	( 637,164 )		( 48,333 )
Proceeds from sale of loans originally classified as held for investment	82,304		27,800
Proceeds from sale of other real estate owned and repossessed assets	260		2,202


Acquisition of business, net of cash acquired	( 474,448 )		—

Purchases of furniture, equipment, software and intangibles	( 9,149 )		( 17,770 )
Purchases of other investments	( 3,826 )		( 2,558 )
Distributions received from other investments	75		—



Net cash used in investing activities	( 1,033,379 )		( 45,541 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits	1,435,210		614,112




Payments related to settlement of restricted stock units	( 8,473 )		( 9,476 )

Repurchase of subordinated notes	—		( 11,803 )
Payment of debt issuance costs	( 2,550 )		—
Proceeds from issuance of subordinated notes	200,000		—











Net cash provided by financing activities	1,624,187		592,833

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	709,241		618,080
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of year	$	2,176,354	$	2,185,776
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period	$	2,885,595	$	2,803,856
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid on interest-bearing liabilities	173,499		192,306
Income taxes paid	79,736		40,158
Transfers to other real estate and repossessed vehicles from loans held for investment	493		585
Transfers from loans held for investment to loans held for sale	82,279		28,140
Transfers from loans held for sale to loans held for investment	537		—
Operating lease liabilities from obtaining right of use assets	—		212
Non-cash Contingent Consideration	30,810		—

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

AXOS FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2025 AND 2024

(Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The condensed consolidated financial statements include the accounts of Axos Financial, Inc. and its wholly owned subsidiaries (“Axos” or the “Company”). Axos Bank (the “Bank”), its wholly owned subsidiaries, the activities of three lending-related trust entities and certain other lending activity constitute the Banking Business Segment, and Axos Securities, LLC and its wholly owned subsidiaries constitute the Securities Business Segment. All significant intercompany balances and transactions have been eliminated in consolidation. The Notes to the Condensed Consolidated Financial Statements are an integral part of the Company’s financial statements. On December 7, 2023, the Company acquired from the Federal Deposit Insurance Corporation (“FDIC”) two loan portfolios with an aggregate unpaid principal balance of $ 1.3 billion at a 37 % discount to par. For additional information on the “FDIC Loan Purchase,” see Note 2— “Acquisitions” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025 (“2025 Form 10-K”) filed with the Securities and Exchange Commission (“SEC”).

The accompanying interim condensed consolidated financial statements, presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), are unaudited and reflect all adjustments which, in the opinion of management, are necessary for a fair statement of financial condition and results of operations for the interim periods. All adjustments are of a normal and recurring nature. Results for the three months ended September 30, 2025 are not necessarily indicative of results that may be expected for any other interim period or for the year as a whole. Certain information and note disclosures normally included in the audited annual financial statements prepared in accordance with GAAP have been condensed or not repeated herein pursuant to the rules and regulations of the SEC with respect to interim financial reporting. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended June 30, 2025 included in the 2025 Form 10-K.

Significant Accounting Policies

For further information regarding the Company’s significant accounting policies, see Note 1 — “Organizations and Summary of Significant Accounting Policies” in the 2025 Form 10-K. During the three months ended September 30, 2025, there were no significant updates to the Company’s significant accounting policies, other than as noted below and the adoption of the accounting standards noted herein.

New Accounting Standards

Recently Adopted Accounting Standards

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, which requires further granularity on the disclosure of income taxes, including:

• Certain prescribed line items in the income tax rate reconciliation presented both in dollar and percentage terms;

• Income taxes paid, income before income taxes and income taxes disaggregated by federal, state and foreign taxes; and

• Further disaggregation of income taxes paid by any individual jurisdiction equal to or exceeding five percent of total income taxes paid.

The Company adopted this standard as of July 1, 2025 and the required annual-only disclosures will be provided in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026. There was no impact on the Company’s financial condition or results of operations upon adoption.

Table of Contents

Accounting Standards Issued But Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, which requires disaggregation of operating expenses by relevant expense caption on the statement of income into prescribed categories, including employee compensation, depreciation and intangible asset amortization. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company does not expect any significant impact on its financial condition or results of operations upon adoption.

In September 2025, the FASB issued ASU 2025‑06, which amends certain aspects of the accounting for and disclosure of internal-use software costs. Among other things, the standard requires capitalization only after management authorizes and commits to funding a project and it is probable the project will be completed and used as intended. The standard is effective for all entities for annual reporting periods beginning after December 15, 2027, and for interim periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating how it plans to adopt this accounting standard from the three available adoption alternatives provided in the ASU.

Table of Contents

2. ACQUISITIONS

Verdant Commercial Capital, LLC. On September 30, 2025, the Company completed the acquisition of 100% of the membership interests in Verdant Commercial Capital, LLC (“Verdant”) in an all-cash transaction, which increases the Company’s scale and enhances the Company’s existing equipment leasing business.

The following table presents the purchase price for the acquisition of Verdant as of September 30, 2025:


(Dollars in thousands)
Adjusted Verdant book value 1	$	39,301
Purchase price premium paid by Axos	3,930
PURCHASE PRICE	$	43,231

1 Represents August 31, 2025 Verdant book value adjusted for certain items, including provision for credit losses and debt prepayment fees, according to the terms of the acquisition agreement.

In the transaction the Company acquired approximately $ 1.2 billion of loans and leases, including direct financing leases and equipment under operating lease arrangements. Total consideration for the transaction was approximately $ 571.8 million, comprising $ 500.0 million to settle certain debt of Verdant, cash of $ 41.0 million, and potential performance-based cash consideration (“Contingent Consideration”), which was determined to have a fair value of $ 30.8 million as of September 30, 2025. This Contingent Consideration can be earned over a four-year period commencing with the date of acquisition, and the potential payment of which ranges from zero to $ 50.0 million based on the return on equity of Verdant. This Contingent Consideration is included in “Accounts payable and other liabilities” in the Consolidated Balance Sheet. For additional information related to the Contingent Consideration, see Note 3 — “Fair Value.”

Upon acquisition, the assets and liabilities of Verdant were adjusted to their respective fair values (with the exception of purchased credit deteriorated (“PCD”) assets, as further discussed below) as of the closing date of the transaction, including the identifiable intangible assets acquired. Goodwill has been recorded representing the excess of the purchase price over the fair value of the net assets acquired and is expected to be fully tax-deductible. The goodwill recognized is the result of expected synergies and operational efficiencies, among other factors, and has been assigned to the Banking Business Segment. The Company’s accounting for the acquisition has not been finalized as the Company continues to evaluate the post-closing adjustment amount, which is expected to have an insignificant effect on the value of the goodwill recognized as of September 30, 2025. The allocation will be updated, if necessary, through the measurement period, which ends no later than one year from the acquisition date.

The following table provides the Verdant preliminary purchase consideration allocation as of the date of acquisition:


(Dollars in thousands)	September 30, 2025
ASSETS:
Cash and cash equivalents	$	31,635
Restricted cash	34,924

Loans—net of allowance for credit losses of $ 7,795	1,020,322
Other assets 1	223,842
Goodwill and other intangible assets—net	72,767

TOTAL ASSETS	$	1,383,490
LIABILITIES:
Secured financings	$	782,423
Accounts payable and other liabilities	29,250
TOTAL LIABILITIES	$	811,673
TOTAL CONSIDERATION (Including $ 500.0 million to settle certain debt of Verdant and $ 30.8 million of Contingent Consideration)	$	571,817
Amount paid to settle certain debt of Verdant, excluding $ 2.2 million of transaction costs included in the purchase price	( 497,776 )
Contingent Consideration	( 30,810 )
PURCHASE PRICE	$	43,231

1 Includes $ 212.6 million of equipment under operating lease arrangements.

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The fair value estimates used in valuing certain acquired assets and liabilities are based, in part, on inputs that are unobservable. For loans, these include, but are not limited to, forecasted future cash flows and discount rates and for equipment under operating lease arrangements, cost and market valuation approaches were utilized.

The following table details the intangible assets acquired in the acquisition:


(Dollars in thousands)	September 30, 2025		Weighted-Average Life (Years)
Vendor relationships	$	11,200	13.6
Trade name	2,600		5.0
Developed technologies	5,100		3.0
Total intangible assets acquired	$	18,900	9.6

The following valuation approaches were utilized to estimate the acquisition-date fair value for the intangible assets acquired:

• Vendor relationships: Fair value was estimated with an income approach using a multi-period excess earnings method which discounts expected future cash flows, taking into account historic customer attrition rates and contributory asset charges, among other factors.

• Trade name: Fair value was estimated with an income approach using a relief-from-royalty method which considers the hypothetical royalty rate the Company would have paid if it did not own the trade name, taking into account discounted expected future cash flows, market royalty rates and expected useful life, among other factors.

• Developed technologies: Fair value was estimated with a cost approach using a replacement cost methodology, taking into account replacement costs, among other factors.

The following table summarizes the PCD loans and leases acquired in the acquisition:


(Dollars in thousands)	September 30, 2025
Unpaid principal balance	$	211,002
Non-credit discount	( 342 )
Allowance for credit losses at acquisition	( 7,795 )
Purchase price allocated to PCD assets	$	202,865

Verdant’s results are included in the Company’s consolidated results from September 30, 2025. Verdant net revenue included in Company’s Condensed Consolidated Statement of Income for the three months ended September 30, 2025 was not significant and Verdant incurred a net loss of $ 5.8 million for the three months ended September 30, 2025, reflecting the post-acquisition provision for credit losses on the loans and leases acquired.

The following table shows the Company and Verdant proforma combined net interest income, non-interest income and net income. The proforma financial information presented in the table below was computed by combining the historical financial information of the Company and Verdant along with the effects of the acquisition method of accounting for business combinations as though the Company acquired Verdant on July 1, 2024. Also included in the proforma financial information are certain adjustments, including $ 1.3 million of acquisition-related costs, as well as adjustments related to amortization expense of the intangible assets acquired in the Verdant acquisition and the elimination of the amortization expense of Verdant’s intangible assets prior to its acquisition by the Company. The proforma information does not reflect the potential benefits of cost and funding synergies, opportunities to earn additional revenues or other factors and therefore does not represent what the actual net revenues and net income would have been had the Company actually acquired Verdant as of this date.


	Three Months Ended
(Dollars in thousands)	September 30, 2025	September 30, 2024
Net interest income	297,473	295,460
Non-interest income	35,340	31,365
Net income	104,433	106,718

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3. FAIR VALUE

The following tables set forth the Company’s financial assets and liabilities measured at fair value on a recurring basis at September 30, 2025 and June 30, 2025. Assets and liabilities are classified in their entirety based on the lowest level of input significant to the fair value measurement:


	September 30, 2025
(Dollars in thousands)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
ASSETS:
Trading securities		$	533	$	—	$	533
Available-for-sale securities:

Agency MBS		46,606		—		46,606
Non-Agency MBS		—		11,192		11,192
Municipal		—		—		—

Total—Available-for-sale securities:		$	46,606	$	11,192	$	57,798
Loans held for sale		$	12,202	$	—	$	12,202
Servicing rights		$	—	$	26,243	$	26,243
Other assets—Derivative instruments 1		$	17,892	$	—	$	17,892
LIABILITIES:
Accounts payable and other liabilities—Derivative instruments		$	64,619	$	—	$	64,619
Accounts payable and other liabilities—Contingent Consideration		$	—	$	30,810	$	30,810

	June 30, 2025
(Dollars in thousands)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
ASSETS:
Trading securities		$	649	$	—	$	649
Available-for-sale securities:

Agency MBS		46,757		—		46,757
Non-Agency MBS		—		15,569		15,569
Municipal		3,682		—		3,682

Total—Available-for-sale securities:		$	50,439	$	15,569	$	66,008
Loans held for sale		$	10,012	$	—	$	10,012
Servicing rights		$	—	$	27,218	$	27,218
Other assets—Derivative instruments 1		$	17,734	$	—	$	17,734
LIABILITIES:
Accounts payable and other liabilities—Derivative instruments		$	68,498	$	—	$	68,498
1 Other assets - Derivative instruments are presented net of $ 50.8 million and $ 55.4 million of variation margin on centrally-cleared derivatives as of September 30, 2025 and June 30, 2025, respectively.

The following section describes the valuation methodologies used by the Company to measure various financial instruments at fair value, including an indication of the level in the fair value hierarchy in which each instrument is generally classified. For additional information on the other valuation methodologies used by the Company, see Note 3 — “Fair Value” in the 2025 Form 10-K.

Contingent Consideration. The fair value of the Contingent Consideration liability is determined using a Nelson-Siegel stochastic simulation, which models various scenarios based on business forecasts, including monthly asset growth of the Verdant business and other inputs in accordance with the terms of the agreement. The resulting simulated cash flows are then discounted to present value and averaged to determine fair value.

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The following tables present additional information about assets measured at fair value on a recurring basis and for which the Company has utilized Level 3 inputs to determine fair value:



	For the Three Months Ended
	September 30, 2025
(Dollars in thousands)	Available-for-sale Securities: Non-Agency MBS		Servicing Rights 1		Accounts payable and other liabilities—Contingent Consideration		Total
Opening balance	$	15,569	$	27,218	$	—	$	42,787


Total gains or losses for the period:


Included in earnings—Mortgage banking and servicing rights income	—		( 1,189 )		—		( 1,189 )
Included in other comprehensive income	116		—		—		116
Purchases, retentions, issues, sales and settlements:
Purchases/Retentions	—		214		30,810		31,024


Settlements	( 4,493 )		—		—		( 4,493 )
Closing balance	$	11,192	$	26,243	$	30,810	$	68,245

Change in unrealized gains or losses for the period included in earnings for assets held at the end of the reporting period	$	—	$	( 1,189 )	$	—	$	( 1,189 )

1 Earnings from servicing rights were attributable to: time and payoffs, representing a decrease in servicing rights value due to passage of time, including the impact from both regularly scheduled loan principal payments and loans that were paid down or paid off during the period of $ 0.4 million for the three months ended September 30, 2025, and a decrease in servicing rights value resulting from market-driven changes in interest rates of $ 0.8 million for the three months ended September 30, 2025. Additions to servicing rights were related to purchases and servicing rights retained upon sale of loans held for sale.



	For the Three Months Ended
	September 30, 2024
(Dollars in thousands)	Available-for-sale Securities: Non-Agency MBS		Servicing Rights 1		Total
Opening balance	$	110,928	$	28,924	$	139,852


Total gains or losses for the period:


Included in earnings—Mortgage banking and servicing rights income	—		( 1,852 )		( 1,852 )
Included in other comprehensive income	782		—		782
Purchases, retentions, issues, sales and settlements:
Purchases/Retentions	—		263		263


Settlements	( 20,401 )		—		( 20,401 )
Closing balance	$	91,309	$	27,335	$	118,644

Change in unrealized gains or losses for the period included in earnings for assets held at the end of the reporting period	$	—	$	( 1,852 )	$	( 1,852 )

1 Earnings from servicing rights were attributable to: time and payoffs, representing a decrease in servicing rights value due to passage of time, including the impact from both regularly scheduled loan principal payments and loans that were paid down or paid off during the period of $ 0.2 million for the three months ended September 30, 2024 and a decrease in servicing rights value resulting from market-driven changes in interest rates of $ 1.6 million for the three months ended September 30, 2024. Additions to servicing rights were related to purchases and servicing rights retained upon sale of loans held for sale.

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The table below summarizes the quantitative information about Level 3 fair value measurements:

September 30, 2025

(Dollars in thousands)

Fair Value

Valuation Technique

Unobservable Input

Range (Weighted Average) 1

Available-for-sale securities: Non-Agency MBS

11,192

Discounted Cash Flow

Projected Constant Prepayment Rate,
Projected Constant Default Rate,
Projected Loss Severity,
Discount Rate over SOFR Swaps,
Credit Enhancement

2.5 to 30.0 % ( 20.1 %)

1.5 to 9.9 % ( 6.1 %)

35.0 to 68.9 % ( 46.6 %)

2.5 to 4.3 % ( 2.8 %)

0.0 to 65.6 % ( 41.8 %)

Servicing Rights

26,243

Discounted Cash Flow

Projected Constant Prepayment Rate,
Life (in years),
Discount Rate

5.2 to 28.7 % ( 10.3 %)

2.2 to 12.7 ( 8.9 )

9.5 to 11.2 % ( 9.8 %)

Accounts payable and other liabilities—Contingent Consideration

30,810

Nelson-Siegal Stochastic Model

Monthly Asset Growth,

Credit Spread

( 7.4 )% to 14.5 % ( 3.6 %)

2.9 % to 2.9 % ( 2.9 %)

June 30, 2025

(Dollars in thousands)

Fair Value

Valuation Technique

Unobservable Input

Range (Weighted Average) 1

Available-for-sale securities: Non-Agency MBS

15,569

Discounted Cash Flow

Projected Constant Prepayment Rate,
Projected Constant Default Rate,
Projected Loss Severity,
Discount Rate over SOFR Swaps,
Credit Enhancement

2.5 to 30.0 % ( 22.4 %)

1.5 to 11.9 % ( 8.7 %)

35.0 to 68.9 % ( 43.4 %)

2.5 to 4.1 % ( 2.7 %)

0.0 to 99.0 % ( 22.8 %)

Servicing Rights

27,218

Discounted Cash Flow

Projected Constant Prepayment Rate,
Life (in years),
Discount Rate

5.2 to 26.6 % ( 9.7 %)

2.5 to 12.8 ( 9.3 )

9.5 to 11.2 % ( 9.8 %)

1 The weighted average for Available-for-sale securities: Non-agency MBS is based on the relative fair value of the securities, for Servicing Rights is based on the relative unpaid principal of the loans being serviced and for Accounts payable and other liabilities—Contingent Consideration.is based on annual projected consideration.

For non-agency mortgage-backed securities, a significant increase (decrease) in default rate, loss severity (potentially offset by the level of credit enhancement) or discount rate in isolation would result in a significantly lower (higher) fair value measurement, while a significant increase in the voluntary prepayment rate would result in a significant increase in fair value if the security is valued below par value, or a significant decrease in fair value if the security is valued above par value. Generally, a change in the assumptions used for the default rate is accompanied by a directionally opposite change in the assumption used for the voluntary prepayment rate.

For servicing rights, significant increases in the voluntary prepayment rate or discount rate in isolation would result in a significantly lower fair value measurement, while a significant increase in expected life in isolation would result in a significantly higher fair value measurement. Generally, a change in the voluntary prepayment rate is accompanied by a directionally opposite change in expected life.

For the Contingent Consideration, a significant increase (decrease) in the asset growth in isolation would result in a significantly higher (lower) fair value measurement, and a significant increase (decrease) in the discount rate in isolation would result in a significantly lower (higher) fair value measurement.

The aggregate fair value of loans held for sale, carried at fair value, the contractual balance (including accrued interest), and the unrealized gain were:


(Dollars in thousands)	September 30, 2025		June 30, 2025
Aggregate fair value	$	12,202	$	10,012
Contractual balance	11,931		9,870
Unrealized gain	$	271	$	142

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The total interest income and amount of gains and losses from changes in fair value included in earnings for loans held for sale, carried at fair value, were:


	For the Three Months Ended September 30,
(Dollars in thousands)	2025		2024
Interest income	$	181	$	288
Change in fair value	540		17
Total	$	721	$	305

Fair Value of Financial Instruments

Carrying amounts and estimated fair values of financial instruments at September 30, 2025 and June 30, 2025 were:


	September 30, 2025
			Fair Value
(Dollars in thousands)	Carrying Amount		Level 1		Level 2		Level 3		Total Fair Value
Financial assets:
Cash, cash equivalents and restricted cash	$	2,885,595	$	2,885,595	$	—	$	—	$	2,885,595
Trading securities	533		—		533		—		533
Available-for-sale securities	57,798		—		46,606		11,192		57,798
Stock of regulatory agencies	35,299		—		35,299		—		35,299
Loans held for sale, at fair value	12,202		—		12,202		—		12,202

Loans held for investment—net	22,635,137		—		—		22,879,586		22,879,586
Securities borrowed	182,518		—		—		180,783		180,783
Customer, broker-dealer and clearing receivables	263,095		—		—		261,446		261,446
Servicing rights	26,243		—		—		26,243		26,243
Other assets - derivative instruments 1	17,892		—		17,892		—		17,892
Financial liabilities:
Total deposits	22,264,753		—		21,943,152		—		21,943,152
Advances from the Federal Home Loan Bank	60,000		—		57,203		—		57,203
Secured financings	782,423		—		782,423		—		782,423
Borrowings, subordinated notes and debentures	510,064		—		490,626		—		490,626
Securities loaned	204,620		—		—		203,553		203,553
Customer, broker-dealer and clearing payables	385,821		—		—		385,821		385,821
Accounts payable and other liabilities - derivative instruments	64,619		—		64,619		—		64,619
Accounts payable and other liabilities—Contingent Consideration	30,810		—		—		30,810		30,810

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	June 30, 2025
			Fair Value
(Dollars in thousands)	Carrying Amount		Level 1		Level 2		Level 3		Total Fair Value
Financial assets:
Cash, cash equivalents and restricted cash	$	2,176,354	$	2,176,354	$	—	$	—	$	2,176,354
Trading securities	649		—		649		—		649
Available-for-sale securities	66,008		—		50,439		15,569		66,008
Stock of regulatory agencies	35,163		—		35,163		—		35,163
Loans held for sale, at fair value	10,012		—		10,012		—		10,012

Loans held for investment—net	21,049,610		—		—		21,288,921		21,288,921
Securities borrowed	139,396		—		—		138,103		138,103
Customer, broker-dealer and clearing receivables	252,720		—		—		251,126		251,126
Servicing rights	27,218		—		—		27,218		27,218
Other assets - derivative instruments 1	17,734		—		17,734		—		17,734
Financial liabilities:
Total deposits	20,829,543		—		20,642,953		—		20,642,953
Advances from the Federal Home Loan Bank	60,000		—		56,934		—		56,934
Borrowings, subordinated notes and debentures	312,671		—		285,282		—		285,282
Securities loaned	139,426		—		—		138,698		138,698
Customer, broker-dealer and clearing payables	350,606		—		—		350,606		350,606
Accounts payable and other liabilities - derivative instruments	68,498		—		68,498		—		68,498

1 Other assets - derivative assets are presented net of $ 50.8 million and $ 55.4 million of variation margin on centrally-cleared derivatives as of September 30, 2025 and June 30, 2025, respectively.

The carrying amount represents the estimated fair value for cash, cash equivalents and restricted cash, stock of regulatory agencies, interest-bearing deposits, accrued interest receivable and payable, demand deposits, short-term debt, and variable rate loans or deposits that reprice frequently and fully. For fixed rate loans, deposits, borrowings or subordinated debt and for variable rate loans, deposits, borrowings or subordinated debt with infrequent repricing or repricing limits, fair value is based on discounted cash flows using current market rates applied to the estimated life and credit risk. A discussion of the methods of valuing trading securities, available-for-sale securities, loans held for sale and derivatives can be found in Note 3 — “Fair Value” in the 2025 Form 10-K. The fair value of off-balance sheet items is not considered material.

4. AVAILABLE-FOR-SALE SECURITIES

The amortized cost and fair value of available-for-sale securities were:


	September 30, 2025
(Dollars in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Mortgage-backed securities (MBS):
Agency 1	$	47,845	$	389	$	( 1,628 )	$	46,606
Non-agency 2	9,901		1,330		( 39 )		11,192
Total mortgage-backed securities	57,746		1,719		( 1,667 )		57,798





Total available-for-sale securities	$	57,746	$	1,719	$	( 1,667 )	$	57,798



	June 30, 2025
(Dollars in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Mortgage-backed securities (MBS):
Agency 1	$	48,229	$	327	$	( 1,799 )	$	46,757
Non-agency 2	14,395		1,232		( 58 )		15,569
Total mortgage-backed securities	62,624		1,559		( 1,857 )		62,326


Municipal	3,682		—		—		3,682


Total available-for-sale securities	$	66,306	$	1,559	$	( 1,857 )	$	66,008

1 Includes securities guaranteed by Ginnie Mae, a U.S. government agency, and the government sponsored enterprises Fannie Mae and Freddie Mac.

2 Private sponsors of securities collateralized primarily by first-lien mortgage loans on commercial properties or by pools of 1-4 family residential first mortgages. Primarily super senior securities secured by prime, Alt-A or pay-option adjustable rate mortgages.

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The Company evaluates available-for-sale securities in an unrealized loss position based on an analysis of a number of factors, including, but not limited to: (1) the credit characteristics of the securities, such as the forecasted cash flows, credit ratings, credit enhancement, and government agency or government-sponsored enterprise backing, as applicable; and (2) whether the Company intends to sell or will be required to sell any of the securities before recovering the amortized cost basis. Based on its analysis, the Company determined the unrealized losses on available-for-sale securities are primarily driven by the increase in interest rates since the securities were purchased, and accordingly no credit losses were recognized on available-for-sale securities in the three months ended September 30, 2025 and September 30, 2024. There was no amount in the allowance for credit losses for available-for-sale securities at September 30, 2025 and June 30, 2025.

The face amounts of available-for-sale securities pledged to secure borrowings were $ 0.6 million and $ 0.6 million as of September 30, 2025 and June 30, 2025.

There were no sales of available-for-sale securities during the three months ended September 30, 2025.

Securities with unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, were:


	September 30, 2025
	Available-for-sale securities in loss position for
	Less Than 12 Months				More Than 12 Months				Total
(Dollars in thousands)	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
MBS:
Agency	$	106	$	( 1 )	$	16,034	$	( 1,627 )	$	16,140	$	( 1,628 )
Non-agency	2,099		( 21 )		199		( 18 )		2,298		( 39 )
Total MBS	2,205		( 22 )		16,233		( 1,645 )		18,438		( 1,667 )





Total available-for-sale securities	$	2,205	$	( 22 )	$	16,233	$	( 1,645 )	$	18,438	$	( 1,667 )

	June 30, 2025
	Available-for-sale securities in loss position for
	Less Than 12 Months				More Than 12 Months				Total
(Dollars in thousands)	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
MBS:
Agency	$	108	$	—	$	16,212	$	( 1,799 )	$	16,320	$	( 1,799 )
Non-agency	2,138		( 43 )		10,695		( 15 )		12,833		( 58 )
Total MBS	2,246		( 43 )		26,907		( 1,814 )		29,153		( 1,857 )





Total available-for-sale securities	$	2,246	$	( 43 )	$	26,907	$	( 1,814 )	$	29,153	$	( 1,857 )

The following table sets forth the expected maturity distribution of our mortgage-backed securities, which is based on assumed prepayment rates, and the maturity distribution of our non-MBS, which is based on the contractual maturity:


	As of September 30, 2025
(Dollars in thousands)	Total Amount		Due Within One Year		Due after One but within Five Years		Due after Five but within Ten Years		Due After Ten Years
MBS:
Agency	$	47,845	$	11,999	$	29,382	$	4,746	$	1,718
Non-Agency	$	9,901	$	6,698	$	1,470	$	1,115	$	618
Total MBS	$	57,746	$	18,697	$	30,852	$	5,861	$	2,336



Available-for-sale—Amortized cost	$	57,746	$	18,697	$	30,852	$	5,861	$	2,336
Available-for-sale—Fair value	$	57,798	$	18,655	$	30,681	$	6,017	$	2,445

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5. LOANS & ALLOWANCE FOR CREDIT LOSSES

The Company categorizes the loan portfolio into five segments: Single Family - Mortgage & Warehouse, Multifamily and Commercial Mortgage, Commercial Real Estate, Commercial & Industrial - Non Real Estate (“Non-RE”) and Auto & Consumer. For further detail of the segments of the Company’s loan portfolio, see Note 1 — “Organizations and Summary of Significant Accounting Policies” in the 2025 Form 10-K. The Company acquired approximately $ 1.0 billion of loans and leases, including $ 211.0 million of PCD assets, as part of the Verdant acquisition, which was completed on September 30, 2025. The loans and leases acquired in the Verdant acquisition are included in the commercial & industrial - Non-RE portfolio. For additional information on the Verdant acquisition, see Note 2, “ Acquisitions .”

The following table sets forth the composition of the loan portfolio:


(Dollars in thousands)	September 30, 2025		June 30, 2025
Single Family - Mortgage & Warehouse	$	4,540,889	$	4,395,278
Multifamily and Commercial Mortgage	2,793,762		2,940,739
Commercial Real Estate	7,295,572		6,937,187
Commercial & Industrial - Non-RE	7,980,981		6,795,497
Auto & Consumer	531,044		482,996

Total gross loans	23,142,248		21,551,697
Allowance for credit losses - loans	( 307,431 )		( 290,049 )
Unaccreted premiums (discounts) and loan fees	( 199,680 )		( 212,038 )
Total net loans	$	22,635,137	$	21,049,610

Accrued interest receivable on loans held for investments totaled $ 120.8 million and $ 109.6 million as of September 30, 2025 and June 30, 2025, respectively.

At September 30, 2025 and June 30, 2025, the Company pledged certain loans totaling $ 4,112.0 million and $ 4,284.7 million, respectively, to the FHLB and $ 8,320.3 million and $ 8,227.7 million, respectively, to the Federal Reserve Bank of San Francisco (“FRBSF”).

The following table presents loan-to-value (“LTV”) for the Company’s real estate loans outstanding as of September 30, 2025:


	Total Real Estate Loans		Single Family - Mortgage & Warehouse		Multifamily and Commercial Mortgage		Commercial Real Estate
Weighted-Average LTV	48	%	57	%	49	%	43	%
Median LTV	51	%	53	%	47	%	43	%

The following table presents the components of the provision for credit losses:


	For September 30,
(Dollars in thousands)	2025		2024
Provision for credit losses - loans	$	15,255	$	11,500
Provision for credit losses - unfunded lending commitments	2,000		2,500
Total provision for credit losses	$	17,255	$	14,000

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The following tables summarize activity in the allowance for credit losses - loans by portfolio segment:



	For the Three Months Ended September 30, 2025
(Dollars in thousands)	Single Family-Mortgage & Warehouse		Multifamily and Commercial Mortgage		Commercial Real Estate		Commercial & Industrial - Non-RE		Auto & Consumer		Total
Balance at July 1, 2025	$	12,109	$	26,238	$	113,804	$	121,641	$	16,257	$	290,049

Allowance for credit losses at acquisition of PCD loans	—		—		—		7,795		—		7,795
Provision (benefit) for credit losses - loans	( 1,571 )		( 1,037 )		6,549		8,856		2,458		15,255
Charge-offs	( 395 )		( 3,918 )		( 4 )		( 255 )		( 1,786 )		( 6,358 )
Recoveries	28		—		—		—		662		690
Balance at September 30, 2025	$	10,171	$	21,283	$	120,349	$	138,037	$	17,591	$	307,431



	For the Three Months Ended September 30, 2024
(Dollars in thousands)	Single Family-Mortgage & Warehouse		Multifamily and Commercial Mortgage		Commercial Real Estate		Commercial & Industrial - Non-RE		Auto & Consumer		Total
Balance at July 1, 2024	$	16,943	$	70,771	$	87,780	$	76,032	$	9,016	$	260,542

Provision (benefit) for credit losses - loans	464		( 1,806 )		7,252		3,555		2,035		11,500
Charge-offs	—		( 3,357 )		—		( 3,032 )		( 2,849 )		( 9,238 )
Recoveries	46		—		—		—		1,004		1,050
Balance at September 30, 2024	$	17,453	$	65,608	$	95,032	$	76,555	$	9,206	$	263,854

For the three months ended September 30, 2025, the allowance for credit losses for loans increased as a result of PCD assets acquired in the Verdant acquisition and the provision for credit losses, partially offset by net charge-offs. The provision for credit losses was primarily driven by the post-acquisition provision for credit losses on the loans and leases acquired in the Verdant acquisition, as well as loan growth and the impact of macroeconomic variables used in the allowance for credit losses model, primarily the U.S. unemployment rate, consumer price and housing price indices, as well as the five-year U.S. Treasury rate.

L oan products within each portfolio contain varying collateral types which impact the estimate of the loss given default utilized in the calculation of the allowance for credit losses for loans. For further discussion of the model method of estimating expected lifetime credit losses, see Note 1 — “ Organizations and Summary of Significant Accounting Policies ” in the 2025 Form 10-K.

The following tables present a summary of the activity in the allowance for credit losses for off-balance sheet lending commitments:


	Three Months Ended September 30,
(Dollars in thousands)	2025		2024
Balance at July 1,	$	10,891	$	10,223
Provision (benefit) for credit losses - unfunded lending commitments	2,000		2,500
Balance at September 30,	$	12,891	$	12,723

The increase in the allowance for off-balance sheet lending commitments for the three months ended September 30, 2025, was primarily driven by unfunded lending commitment growth, primarily in the commercial real estate and commercial & industrial - non-RE portfolios.

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Credit Quality Disclosures. The following tables provide the composition of loans that are performing and nonaccrual by portfolio segment:


	September 30, 2025
(Dollars in thousands)	Single Family-Mortgage & Warehouse		Multifamily and Commercial Mortgage		Commercial Real Estate		Commercial & Industrial - Non-RE		Auto & Consumer		Total
Performing	$	4,473,002	$	2,777,715	$	7,273,789	$	7,918,445	$	528,887	$	22,971,838
Nonaccrual	67,887		16,047		21,783		62,536		2,157		170,410
Total	$	4,540,889	$	2,793,762	$	7,295,572	$	7,980,981	$	531,044	$	23,142,248
Nonaccrual loans to total loans											0.74		%


	June 30, 2025
(Dollars in thousands)	Single Family-Mortgage & Warehouse		Multifamily and Commercial Mortgage		Commercial Real Estate		Commercial & Industrial - Non-RE		Auto & Consumer		Total
Performing	$	4,351,082	$	2,907,702	$	6,907,964	$	6,733,693	$	480,870	$	21,381,311
Nonaccrual	44,196		33,037		29,223		61,804		2,126		170,386
Total	$	4,395,278	$	2,940,739	$	6,937,187	$	6,795,497	$	482,996	$	21,551,697
Nonaccrual loans to total loans											0.79		%

There were no nonaccrual loans without an allowance for credit losses as of September 30, 2025 and June 30, 2025. There was no interest income recognized on nonaccrual loans in the three months ended September 30, 2025 and 2024. Loans reaching 90 days past due are generally placed on nonaccrual status and risk rated as substandard or doubtful. Loans not yet reaching 90 days past due may be placed on nonaccrual status based on management’s assessment of the aging of contractual principal amounts due, among other factors.

Credit Quality Indicators. The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends. In addition to the borrower’s primary source of repayment, in its risk rating process the Company considers all available sources of repayment, including obligor guaranties and liquidations of pledged collateral, where individually or together such sources would fully repay the loan on a timely basis. The Company analyzes loans individually by classifying the loans based on credit risk. The Company uses the following internally-defined risk ratings:

Pass. Loans where repayment in full is expected through any of the borrower’s sources of repayment.

Special Mention . Loans where any credit risk is not considered significant yet require management’s attention given certain currently identified characteristics of the borrower, collateral securing the loan and the obligor’s net worth and paying capacity. If the identified credit risks are not adequately monitored or mitigated, the loan may weaken and the Company’s credit position with respect to the loan may deteriorate in the future.

Substandard . Loans where currently identified characteristics of the borrower, collateral securing the loan and the obligor’s net worth and paying capacity, taken together, could jeopardize the repayment of the debt. A loan not fully supported by at least one available source of repayment and involves a distinct possibility that the Company will sustain some loss in that loan if the weakness is not cured. A loan supported by a guaranty, collateral sufficient to incentivize a sale or refinance, or cash flow that is sufficient for timely repayment in full will not be classified as substandard even if the loan has a well-defined weakness in other sources of repayment.

Doubtful . Loans reflecting the same characteristics as those classified as substandard, but for which repayment in full in accordance with the contractual terms is currently considered highly unlikely.

The Company reviews and grades loans following a continuous review process, featuring coverage of all loan types and business lines at least quarterly. Continuous reviewing provides more effective risk monitoring because it immediately tests for potential impacts caused by changes in personnel, policy, products or underwriting standards.

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The following tables present the composition of loans by portfolio segment, fiscal year of origination and credit quality indicator, and the amount of year-to-date gross charge-offs.


	September 30, 2025
	Loans Held for Investment by Fiscal Year of Origination												Revolving Loans		Total
(Dollars in thousands)	2026		2025		2024		2023		2022		Prior
Single Family-Mortgage & Warehouse
Pass	$	197,266	$	652,424	$	233,972	$	426,758	$	1,033,680	$	1,108,076	$	787,877	$	4,440,053
Special Mention	—		—		1,080		—		10,689		19,087		—		30,856
Substandard	—		—		—		4,503		11,379		54,098		—		69,980
Doubtful	—		—		—		—		—		—		—		—
Total	197,266		652,424		235,052		431,261		1,055,748		1,181,261		787,877		4,540,889
Year-to-date gross charge-offs	—		—		—		—		48		347		—		395
Multifamily and Commercial Mortgage
Pass	28,237		75,585		21,577		631,556		801,448		1,191,542				2,749,945
Special Mention	—		—		—		3,400		—		1,547		—		4,947
Substandard	—		—		—		8,530		17,007		13,333		—		38,870
Doubtful	—		—		—		—		—		—		—		—
Total	28,237		75,585		21,577		643,486		818,455		1,206,422		—		2,793,762
Year-to-date gross charge-offs	—		—		—		—		—		3,918		—		3,918
Commercial Real Estate
Pass	512,926		3,112,458		1,372,529		689,214		409,209		181,498		981,352		7,259,186
Special Mention	—		—		—		—		—		—				—
Substandard	—		—		—		7,060		—		14,721		14,605		36,386
Doubtful	—		—		—		—		—		—		—		—
Total	512,926		3,112,458		1,372,529		696,274		409,209		196,219		995,957		7,295,572
Year-to-date gross charge-offs	—		—		—		—		4		—		—		4
Commercial & Industrial - Non-RE
Pass	710,648		1,505,243		1,000,419		363,791		142,039		76,615		3,804,326		7,603,081
Special Mention	256		13,606		59,132		4,026		1,537		71		—		78,628
Substandard	81		15,849		79,036		11,936		154,289		6,185		21,284		288,660
Doubtful	—		599		4		3		10,000		6		—		10,612
Total	710,985		1,535,297		1,138,591		379,756		307,865		82,877		3,825,610		7,980,981
Year-to-date gross charge-offs	—		—		—		—		—		255		—		255
Auto & Consumer
Pass	97,082		201,753		44,395		60,552		94,988		29,414		—		528,184
Special Mention	—		290		—		332		163		53		—		838
Substandard	—		316		16		291		684		715		—		2,022
Doubtful	—		—		—		—		—		—		—		—
Total	97,082		202,359		44,411		61,175		95,835		30,182		—		531,044
Year-to-date gross charge-offs	—		474		153		450		649		60		—		1,786
Total
Pass	1,546,159		5,547,463		2,672,892		2,171,871		2,481,364		2,587,145		5,573,555		22,580,449
Special Mention	256		13,896		60,212		7,758		12,389		20,758		—		115,269
Substandard	81		16,165		79,052		32,320		183,359		89,052		35,889		435,918
Doubtful	—		599		4		3		10,000		6		—		10,612
Total	$	1,546,496	$	5,578,123	$	2,812,160	$	2,211,952	$	2,687,112	$	2,696,961	$	5,609,444	$	23,142,248
As a % of total gross loans	6.7 %		24.1 %		12.2 %		9.6 %		11.6 %		11.7 %		24.2 %		100 %
Year-to-date gross charge-offs	$	—	$	474	$	153	$	450	$	701	$	4,580	$	—	$	6,358

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	June 30, 2025
	Loans Held for Investment by Fiscal Year of Origination												Revolving Loans		Total
(Dollars in thousands)	2025		2024		2023		2022		2021		Prior
Single Family-Mortgage & Warehouse
Pass	$	750,357	$	269,165	$	451,330	$	1,067,144	$	434,352	$	715,620	$	599,406	$	4,287,374
Special Mention	2,129		1,080		5,362		3,140		5,254		26,604		9,967		53,536
Substandard	—		—		—		7,255		6,720		40,393		—		54,368
Doubtful	—		—		—		—		—		—		—		—
Total	752,486		270,245		456,692		1,077,539		446,326		782,617		609,373		4,395,278
Year-to-date gross charge-offs	—		340		—		400		—		2,296		—		3,036
Multifamily and Commercial Mortgage
Pass	75,755		22,435		632,120		859,189		422,683		842,787		1,450		2,856,419
Special Mention	—		—		3,400		—		7,255		18,272		—		28,927
Substandard	—		—		8,530		13,199		—		33,664		—		55,393
Doubtful	—		—		—		—		—		—		—		—
Total	75,755		22,435		644,050		872,388		429,938		894,723		1,450		2,940,739
Year-to-date gross charge-offs	—		375		86		5		—		8,099		—		8,565
Commercial Real Estate
Pass	3,135,530		1,342,372		679,875		575,642		152,581		47,214		960,145		6,893,359
Special Mention	—		—		—		—		—		—				—
Substandard	—		—		—		9,500		5,000		14,723		14,605		43,828
Doubtful	—		—		—		—		—		—		—		—
Total	3,135,530		1,342,372		679,875		585,142		157,581		61,937		974,750		6,937,187
Year-to-date gross charge-offs	—		—		—		165		—		—		—		165
Commercial & Industrial - Non-RE
Pass	1,231,118		809,347		310,043		120,385		38,397		28,311		3,928,415		6,466,016
Special Mention	—		45,120		—		—		93		—		10,023		55,236
Substandard	3,747		10,719		9,244		135,778		2,486		2,989		99,282		264,245
Doubtful	—		—		—		10,000		—		—		—		10,000
Total	1,234,865		865,186		319,287		266,163		40,976		31,300		4,037,720		6,795,497
Year-to-date gross charge-offs	—		—		883		—		5,942		—		2,000		8,825
Auto & Consumer
Pass	213,318		47,587		75,120		109,228		23,084		11,448		—		479,785
Special Mention	295		52		186		270		60		10		—		873
Substandard	154		48		365		807		549		415		—		2,338
Doubtful	—		—		—		—		—		—		—		—
Total	213,767		47,687		75,671		110,305		23,693		11,873		—		482,996
Year-to-date gross charge-offs	589		813		2,363		3,340		797		1,813		—		9,715
Total
Pass	5,406,078		2,490,906		2,148,488		2,731,588		1,071,097		1,645,380		5,489,416		20,982,953
Special Mention	2,424		46,252		8,948		3,410		12,662		44,886		19,990		138,572
Substandard	3,901		10,767		18,139		166,539		14,755		92,184		113,887		420,172
Doubtful	—		—		—		10,000		—		—		—		10,000
Total	$	5,412,403	$	2,547,925	$	2,175,575	$	2,911,537	$	1,098,514	$	1,782,450	$	5,623,293	$	21,551,697
As a % of total gross loans	25.1 %		11.8 %		10.1 %		13.5 %		5.1 %		8.3 %		26.1 %		100 %
Total year-to-date gross charge-offs	$	589	$	1,528	$	3,332	$	3,910	$	6,739	$	12,208	$	2,000	$	30,306

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The following tables provide the aging of loans by portfolio segment:


	September 30, 2025
(Dollars in thousands)	Current			30-59 Days			60-89 Days			90+ Days			Total
Single Family-Mortgage & Warehouse	$	4,450,628		$	18,357		$	10,377		$	61,527		$	4,540,889
Multifamily and Commercial Mortgage	2,774,831			3,379			2,713			12,839			2,793,762
Commercial Real Estate	7,273,849			—			—			21,723			7,295,572
Commercial & Industrial - Non-RE	7,876,062			73,511			13,906			17,502			7,980,981
Auto & Consumer	524,425			4,094			1,029			1,496			531,044


Total	$	22,899,795		$	99,341		$	28,025		$	115,087		$	23,142,248
As a % of total gross loans	98.95		%	0.43		%	0.12		%	0.50		%	100		%


	June 30, 2025
(Dollars in thousands)	Current			30-59 Days			60-89 Days			90+ Days			Total
Single Family-Mortgage & Warehouse	$	4,322,681		$	13,302		$	16,395		$	42,900		$	4,395,278
Multifamily and Commercial Mortgage	2,870,972			36,649			549			32,569			2,940,739
Commercial Real Estate	6,900,904			—			7,060			29,223			6,937,187
Commercial & Industrial - Non-RE	6,783,440			—			—			12,057			6,795,497
Auto & Consumer	477,694			3,025			920			1,357			482,996

Total	$	21,355,691		$	52,976		$	24,924		$	118,106		$	21,551,697
As a % of total gross loans	99.09		%	0.25		%	0.12		%	0.55		%	100		%

Loans reaching 90 or more days past due are generally placed on nonaccrual. As of both September 30, 2025 and June 30, 2025 there were no loans over 90 days past due and still accruing interest.

Single family mortgage loans in process of foreclosure were $ 36.0 million and $ 30.4 million as of September 30, 2025 and June 30, 2025, respectively.

6. DERIVATIVES

For additional information on the Company’s derivative instruments, see Note 1 — “Organizations and Summary of Significant Accounting Policies,” Note 3 — “Fair Value” and Note 6 — “Derivatives” in the 2025 Form 10-K and Note 3 — “Fair Value” and Note 7 “Offsetting of Derivatives and Securities Financing Agreements” herein.

The following table presents the notional amounts and fair values of the Company’s derivative instruments. While the notional amounts give an indication of the volume of the Company’s derivatives activity, the notional amounts significantly exceed, in the Company’s view, the possible losses that could arise from such transactions. For most derivative contracts, the notional amount is not exchanged, rather it is a reference amount used to calculate payments.


	September 30, 2025						June 30, 2025
			Fair Value						Fair Value
(Dollars in thousands)	Notional Amount		Derivative Assets		Derivative Liabilities		Notional Amount		Derivative Assets		Derivative Liabilities
Derivatives designated as hedging instruments
Interest rate contracts 1	$	400,000	$	1,184	$	—	$	400,000	$	1,950	$	—
Derivatives not designated as hedging instruments
Interest rate contracts 1	2,627,948		16,679		64,599		2,761,021		15,782		68,427
Foreign exchange contracts	9,777		29		20		9,570		2		71
Total derivatives	$	3,037,725	$	17,892	$	64,619	$	3,170,591	$	17,734	$	68,498

1 Derivative Assets are presented net of $ 50.8 million and $ 55.4 million of variation margin on centrally-cleared derivatives as of September 30, 2025 and June 30, 2025, respectively.

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Derivatives designated as hedging instruments

The following table presents pre-tax gains/(losses) on derivative instruments used in cash flow hedge accounting relationships.


	For the Three Months Ended September 30,
(Dollars in thousands)	2025		2024
Amounts recorded in other comprehensive income (“OCI”)	$	374	$	553
Amounts reclassified from AOCI to income	( 1,118 )		—
Total change in OCI for period	$	( 744 )	$	553

The Company did not experience any forecasted transactions that failed to occur during the three months ended September 30, 2025 or 2024. There are no amounts excluded from the assessment of hedge effectiveness.

As of September 30, 2025, the Company expects that approximately $ 1.2 million of pre-tax net gain related to cash flow hedges recorded in accumulated other comprehensive income will be recognized in income over the next 12 months. The maximum length of time over which forecasted transactions are hedged is approximately 2.0 years.

Derivatives not designated as hedging instruments

The following table presents the pre-tax gains/(losses) related to the Company’s derivative instrument activity recognized in the Condensed Consolidated Statements of Income:


	For the Three Months Ended September 30,
(Dollars in thousands)	2025		2024
Interest rate contracts
Banking and service fees	$	( 558 )	$	( 1,372 )
Mortgage banking and servicing rights income	417		( 251 )
Foreign exchange contracts
Banking and service fees	539		—

The aggregate foreign exchange transaction gain totaled approximately $ 0.5 million for the three months ended September 30, 2025, and was not significant for the three months ended September 30, 2024.

7. OFFSETTING OF DERIVATIVES AND SECURITIES FINANCING AGREEMENTS

The Company enters into derivatives transactions as part of its mortgage banking activities, market making activity in interest rate swap and cap derivatives to facilitate customer demand and hedging activities related to interest rate and foreign exchange risk management, and enters into securities borrowed and securities loaned transactions to facilitate customer match-book activity, cover short positions and support customer securities lending. For additional information on offsetting see Note 7 — “Offsetting of Derivatives and Securities Financing Agreements” in the 2025 Form 10-K.

The following tables present information about the offsetting of these instruments and related collateral amounts:


	September 30, 2025
(Dollars in thousands)	Gross Assets / Liabilities		Amounts Offset		Net Balance Sheet Amount		Amounts Not Offset 2		Net Assets / Liabilities
Assets:
Securities borrowed	$	182,518	$	—	$	182,518	$	182,518	$	—
Other Assets — Derivative Assets 1	17,891		—		17,891		10,468		7,423
Liabilities:
Securities loaned	$	204,620	$	—	$	204,620	$	204,620	$	—
Accounts Payable and Other Liabilities — Derivative Liabilities	64,618		—		64,618		6,682		57,936

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	June 30, 2025
(Dollars in thousands)	Gross Assets / Liabilities		Amounts Offset		Net Balance Sheet Amount		Amounts Not Offset 2		Net Assets / Liabilities
Assets:
Securities borrowed	$	139,396	$	—	$	139,396	$	139,396	$	—
Other Assets — Derivative Assets 1	17,734		—		17,734		11,174		6,560
Liabilities:
Securities loaned	$	139,426	$	—	$	139,426	$	139,426	$	—
Accounts Payable and Other Liabilities — Derivative Liabilities	68,497		—		68,497		6,122		62,375

1 Gross amounts of Other Assets - Derivative Assets are presented net of $ 50.8 million and $ 55.4 million of variation margin on centrally-cleared derivatives as of September 30, 2025 and June 30, 2025, respectively.

2 Amounts not offset reflect cash collateral received on Derivative Assets of $ 5.3 million and $ 6.3 million as of September 30, 2025 and June 30, 2025, respectively, and cash collateral placed on Derivative Liabilities of $ 1.5 million and $ 1.3 million as of September 30, 2025 and June 30, 2025, respectively.

The securities loaned transactions represent equities with an overnight and open maturity classification as of both periods presented.

8. STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION

The Company has an equity incentive plan, the Amended and Restated 2014 Stock Incentive Plan (the “2014 Plan”), which provides for the granting of non-qualified and incentive stock options, restricted stock and restricted stock units (“RSUs”), stock appreciation rights and other awards to employees, directors and consultants. The Company also has an employment agreement with its Chief Executive Officer that provides for an award of RSUs. For additional information regarding the Company’s stock-based compensation plans, see Note 16 — “Stock-Based Compensation” in the 2025 Form 10-K.

At September 30, 2025, 868,891 shares of common stock were authorized for future awards under the 2014 Plan. As of September 30, 2025, the total compensation cost not yet recognized related to non-vested awards was $ 87.0 million, which is expected to be recognized over a weighted-average period of 1.5 years.

The following table presents the status and changes in RSUs:


	RSUs	Weighted-Average Grant-Date Fair Value
Non-vested balance at June 30, 2025	1,564,016	$	55.50
Granted	385,696	90.47
Vested	( 254,510 )	47.24
Forfeited	( 26,093 )	57.93
Non-vested balance at September 30, 2025	1,669,109	$	64.81

The total fair value of shares vested for the three months ended September 30, 2025 and September 30, 2024 was $ 22.8 million and $ 22.5 million, respectively.

Common Stock Repurchase Program

As of September 30, 2025, there was $ 148.1 million of share repurchase authorization remaining under the Compnay’s common stock repurchase program. The share repurchase program will continue in effect until terminated by the Board of Directors of the Company. There were no common stock repurchases pursuant to such program for the three months ended September 30, 2025 and 2024. For additional information regarding the Company’s share repurchase program, see Note 15 — “Stockholders' Equity” in the 2025 Form 10-K.

At-the-Market Equity Offering

On January 28, 2025, the Company entered into an equity distribution agreement pursuant to which the Company may issue and sell through distribution agents from time to time shares of the Company’s common stock in at-the-market offerings with an aggregate offering price of up to $ 150,000,000 . The Company will issue the stock pursuant to a previously effective registration statement and a prospectus supplement filed with the SEC on January 28, 2025. No shares of the Company’s common stock have been issued pursuant to this offering.

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Accumulated Other Comprehensive Income

AOCI includes the after-tax change in unrealized gains and losses on investment securities and cash flow hedging activities.


	For the Three Months Ended September 30, 2025
(Dollars in thousands)	Unrealized gain (loss) on available-for-sale securities		Cash flow hedges		Accumulated other comprehensive income
Balance at June 30, 2025	$	( 780 )	$	1,128	$	348
Other comprehensive income/(loss)	254		( 538 )		( 284 )
Balance at September 30, 2025	$	( 526 )	$	590	$	64


	For the Three Months Ended September 30, 2024
(Dollars in thousands)	Unrealized gain (loss) on available-for-sale securities		Cash flow hedges		Accumulated other comprehensive income
Balance at June 30, 2024	$	( 2,466 )	$	—	$	( 2,466 )
Other comprehensive income/(loss)	1,319		382		1,701
Balance at September 30, 2024	$	( 1,147 )	$	382	$	( 765 )

The following table presents the pre-tax and after-tax changes in the components of other comprehensive income.



	For the Three Months Ended September 30, 2025						For the Three Months Ended September 30, 2024
(Dollars in thousands)	Pre-tax		Tax effect		After-tax		Pre-tax		Tax effect		After-tax
Unrealized gain/(loss) on investment securities:
Net unrealized gains/(losses) arising during the period	$	350	$	( 96 )	$	254	$	1,884	$	( 565 )	$	1,319
Reclassification adjustment for realized (gains)/losses included in net income	—		—		—		—		—		—
Net change	$	350	$	( 96 )	$	254	$	1,884	$	( 565 )	$	1,319
Cash flow hedges:
Net unrealized gains/(losses) arising during the period	$	374	$	( 104 )	$	270	$	553	$	( 171 )	$	382
Reclassification adjustment for realized (gains)/losses included in net income	( 1,118 )		310		( 808 )		—		—		—
Net change	( 744 )		206		( 538 )		553		( 171 )		382
Total other comprehensive income/(loss)	$	( 394 )	$	110	$	( 284 )	$	2,437	$	( 736 )	$	1,701

9. EARNINGS PER COMMON SHARE

The following table presents the calculation of basic and diluted earnings per common share (“EPS”):


	Three Months Ended
	September 30,
(Dollars in thousands, except per share data)	2025		2024
Earnings Per Common Share
Net income	$	112,352	$	112,340
Average common shares issued and outstanding	56,512,587		56,934,671
Earnings per common share	$	1.99	$	1.97
Diluted Earnings Per Common Share

Average common shares issued and outstanding	56,512,587		56,934,671
Dilutive effect of average unvested RSUs	1,270,241		1,233,797
Average dilutive common shares outstanding	57,782,828		58,168,468
Diluted earnings per common share	$	1.94	$	1.93
Weighted average antidilutive common stock equivalents (excluded from the computation of EPS)	33,122		—

For further information regarding the Company’s EPS calculation, see Note 17 —“Earnings per Common Share” in the 2025 Form 10-K.

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10. COMMITMENTS AND CONTINGENCIES

Credit-Related Financial Instruments . The Company is a party to credit-related financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments are commitments to extend credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheets.

The Company’s exposure to credit loss is represented by the contractual amount of these commitments. The Company follows the same credit policies in making commitments as it does for on-balance-sheet instruments.

Commitments to extend credit are agreements to lend to a customer so long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by the Company, is based on management’s credit evaluation of the customer. For single family loans classified as held for sale, the Company matches unfunded commitments to originate loans with commitments to sell loans. The Company also has standby letters of credit commitments. The following table presents a summary of off-balance sheet commitments.


(dollars in thousands)	September 30, 2025
Commitments to fund loans	$	5,830,963
Commitments to sell loans	$	4,785
Standby letters of credit	$	9,566
Commitments to contribute capital - Non-LIHTC	$	3,494

In addition, the Company has $ 43.6 million of commitments to contribute capital to low-income housing tax credit (“LIHTC”) investments included in “Accounts payable and other liabilities” on the Consolidated Balance Sheets. See Note 13— “Other Assets” for additional information on LIHTC investments.

In the normal course of business, Axos Clearing LLC’s (“Axos Clearing”) customer activities involve the execution, settlement, and financing of various customer securities transactions. These activities may expose Axos Clearing to off-balance-sheet risk in the event the customer or other broker is unable to fulfill its contracted obligations and Axos Clearing has to purchase or sell the financial instrument underlying the contract at a loss. Axos Clearing’s clearing agreements with broker-dealers for which it provides clearing services requires them to indemnify Axos Clearing if customers fail to satisfy their contractual obligation.

Litigation. A consolidated derivative action, In re BofI Holding, Inc., Case No. 15cv2722GPC (KSC), was filed in the United States District Court for the Southern District of California (the “Derivative Action”). The complaint in the Derivative Action set forth allegations made in a related employment action, Erhart v. BofI Holding Inc., No. 15cv2287 BAS (NLS) (S.D. Cal.) (the “Employment Action”) brought by a former employee of the Company and was stayed pending resolution of the Employment Action. On October 4, 2023, the court hearing the Employment Action entered a final amended judgment awarding damages and attorneys’ fees to the plaintiff. The defendant filed a Notice of Appeal from the Employment Action judgment and all orders merged therein, and the parties have filed opening and responsive briefs and an oral argument was held on January 15, 2025. On January 2, 2024, the Derivative Action plaintiff filed a Third Amended Complaint. On March 5, 2024, the court stayed the case until resolution of the appeal in the Employment Action. On February 6, 2025, the appellate court affirmed the jury’s verdict in the Employment Action in a short, unpublished decision. On July 24, 2025, the Employment Action defendant filed a petition for writ of certiorari asking the United States Supreme Court to review the appellate court’s decision. On October 6, 2025 the United States Supreme Court denied said petition. The Derivative Action defendants filed a Motion to Dismiss the Third Amended Complaint on April 4, 2025. A hearing on the motion was held on June 26, 2025. On September 18, 2025, the court granted defendants’ motion to dismiss with prejudice citing Plaintiffs’ failure to plead demand futility. On October 17, 2025, Plaintiffs filed a Notice of Appeal to the United States Court of Appeals for the Ninth Circuit. Such defendants dispute, and intend to continue vigorously defending against, the allegations raised in the Third Amended Complaint. The Derivative Action plaintiff seeks damages on behalf of the Company with respect to the Employment Action and also seeks damages on behalf of the Company in connection with a now settled securities class action that was also based upon allegations made in the Employment Action and settled within available insurance coverage without attribution of wrongdoing to the Company, its management, or its directors.

The following three putative class action lawsuits are pending in the United States District Court, Southern District of California, under the following case names and numbers: (1) In re Axos Bank d/b/a UFB Direct Litigation, 3:23-cv-02266-BJC-DTF; (2) Pliszka et al. v. Axos Bank d/b/a UFB Direct, Case No. 3:24-cv-00445-BJC-DTF; and (3) Ash et al. v. Axos Bank d/b/a UFB Direct, Case No. 3:24-cv-01157-BJC-DTF (collectively, the “UFB Actions”). The plaintiffs in the UFB Actions allege that certain rate representations made by Axos Bank with respect to its UFB products were false or misleading. Axos Bank filed

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a motion to compel arbitration or dismiss the complaint in each of the UFB Actions. On September 13, 2024, the court entered an order compelling arbitration in each lawsuit. Accordingly, a separate AAA arbitration was initiated with respect to each of the UFB Actions. On March 26, 2025, the arbitrator in the Pliszka arbitration proceedings issued an order finding that none of the claims raised are subject to arbitration, dismissing the arbitration and remanding the case back to the United States District Court. A similar conclusion was reached by the arbitrator in the Ash arbitration via an order issued on June 3, 2025. The arbitrator in the Stempel arbitration reached a contrary conclusion and entered an order finding the claims to be arbitrable on June 5, 2025. On October 11, 2024, Defendant filed an appeal seeking to enforce Defendant’s updated/modified Account Agreement and Online Access Agreement in Stempel , Pliszka and Ash. Defendant’s opening brief in such appeal was filed July 11, 2025. On September 9, 2025, the court in the Consolidated Action granted Defendant’s renewed motion to compel arbitration. Defendant disputes, and intends to vigorously defend against, the allegations raised in the UFB Actions. The Company does not expect the ultimate outcome of the UFB Actions to have a material adverse effect on its consolidated results of operations, financial position or cash flows. It is not presently possible to state whether the likelihood of an unfavorable outcome is probable or remote, or to estimate the amount or range of any possible loss to the Company should an unfavorable outcome occur.

11. SEGMENT REPORTING AND REVENUE INFORMATION

Segment Reporting. The operating segments reported below are the segments of the Company for which separate financial information is available and for which segment results are evaluated regularly by the Chief Executive Officer, who is the Chief Operating Decision Maker (“CODM”), in deciding how to allocate resources and in assessing performance. The operating segments and segment results of the Company are determined based upon the management reporting system, which assigns balance sheet and income statement items to each of the business segments and by which segment results are evaluated by the CODM in deciding how to allocate resources and in assessing performance.

The Company evaluates performance and allocates resources based on pre-tax profit or loss from operations in conjunction with its corporate strategy. Salaries and related costs represent the significant segment expense that is regularly provided to the CODM. For more information on the Company’s operating segments, see Note 22 — “Segment Reporting” in the 2025 Form 10-K.

In order to reconcile the two segments to the consolidated totals, the Company includes corporate activities and intercompany eliminations. The following tables present the operating results, goodwill, and assets of the segments:


	For the Three Months Ended September 30, 2025
(Dollars in thousands)	Banking Business Segment		Securities Business Segment		Corporate/Eliminations		Axos Consolidated
Net interest income	$	287,200	$	8,194	$	( 4,344 )	$	291,050
Provision for credit losses	17,255		—		—		17,255
Non-interest income 1	12,375		29,457		( 9,492 )		32,340
Salaries and related costs	55,340		14,750		6,515		76,605
Other segment items 2	73,153		14,617		( 8,129 )		79,641
Non-interest expense 1	128,493		29,367		( 1,614 )		156,246
Income before taxes	$	153,827	$	8,284	$	( 12,222 )	$	149,889

	For the Three Months Ended September 30, 2024
(Dollars in thousands)	Banking Business Segment		Securities Business Segment		Corporate/Eliminations		Axos Consolidated
Net interest income	$	288,492	$	7,267	$	( 3,711 )	$	292,048
Provision for credit losses	14,000		—		—		14,000
Non-interest income 1	8,590		29,902		( 9,883 )		28,609
Salaries and related costs	51,957		14,725		7,611		74,293
Other segment items 2	66,358		13,366		( 6,552 )		73,172
Non-interest expense 1	118,315		28,091		1,059		147,465
Income before taxes	$	164,767	$	9,078	$	( 14,653 )	$	159,192
1 Includes $ 9.7 million and $ 10.6 million for the three months ended September 30, 2025 and 2024, respectively, of non-interest income earned by the Securities Business Segment and non-interest expense incurred by the Banking Business Segment for cash sorting fees related to deposits sourced from Securities Business Segment customers. 2 Other segment items includes the non-interest expenses other than salaries and related costs as presented in the Consolidated Statements of Income.

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	As of September 30, 2025
(Dollars in thousands)	Banking Business Segment		Securities Business Segment		Corporate/Eliminations		Axos Consolidated
Goodwill	$	89,588	$	59,953	$	1,999	$	151,540
Total Assets	$	26,536,563	$	841,882	$	53,372	$	27,431,817

	As of June 30, 2025
(Dollars in thousands)	Banking Business Segment		Securities Business Segment		Corporate/Eliminations		Axos Consolidated
Goodwill	$	35,721	$	59,953	$	1,999	$	97,673
Total Assets	$	23,988,748	$	751,820	$	42,510	$	24,783,078

Revenue Information. The following presents non-interest income, segregated by revenue streams in-scope and out-of-scope of Accounting Standards Codification (“ASC”) 606 for the periods indicated. For additional information on the Company’s recognition of revenue and ASC 606, see Note 1 — “Organizations and Summary of Significant Accounting Policies” in the 2025 Form 10-K.


	For the Three Months Ended
	September 30,
(Dollars in thousands)	2025		2024
Advisory fee income	$	8,525	$	7,945
Broker-dealer clearing fees	5,814		5,072
Deposit service fees	1,168		773
Card fees	516		923
Bankruptcy trustee and fiduciary service fees	569		1,289
Non-interest income (in-scope of ASC 606)	16,592		16,002
Non-interest income (out-of-scope of ASC 606)	15,748		12,607
Total non-interest income	$	32,340	$	28,609

12. BORROWINGS, SUBORDINATED NOTES AND DEBENTURES

Subordinated Notes. On September 19, 2025, the Company completed the issuance of $ 200 million aggregate principal amount of the Company’s 7.00 % Fixed-to-Floating Rate Subordinated Notes (the “2035 Notes”). The 2035 Notes are obligations only of Axos Financial, Inc. The 2035 Notes mature on October 1, 2035 and 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 during the fixed period, commencing on October 1, 2025. From and including October 1, 2030, to, but excluding October 1, 2035 or the date of early redemption, the 2035 Notes will bear interest at a floating rate per annum equal to three-month term SOFR plus a spread of 379 basis points, payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, commencing on January 1, 2031. The 2035 Notes may be redeemed on or after October 1, 2030, which date may be extended at the Company’s discretion, at a redemption price equal to principal plus accrued and unpaid interest, subject to certain conditions. Fees and costs incurred in connection with the debt offering amortize to “Interest expense - Other borrowings” in the Condensed Consolidated Statements of Income over the term of the 2035 Notes.

On October 1, 2025, the Company completed the redemption of the $ 160.5 million aggregate principal amount outstanding of its 4.875 % Fixed-to-Floating Rate Subordinated Notes due 2030 (the “2030 Notes”), which were set to begin their floating period on such date. The 2030 Notes were redeemed for cash by the Company at 100 % of their principal amount, plus accrued and unpaid interest, in accordance with the terms of the indenture governing the 2030 Notes. Remaining unamortized deferred financing costs associated with such notes were expensed and included under “Interest expense - Other borrowings” in the Condensed Consolidated Statements of Income.

For information on secured financings issued by variable interest entities (“VIEs”) consolidated by the Company, see Note 14— “ Variable Interest Entities,” and for additional information on other borrowings, see Note 13— “Borrowings, Subordinated Notes and Debentures” in the 2025 Form 10-K.

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13. OTHER ASSETS

“Other Assets” in the Consolidated Balance Sheets primarily comprises bank-owned life insurance (“BOLI”), accrued interest receivable, derivatives, net deferred income tax assets, furniture, equipment and software, right-of-use lease assets, LIHTC investments and other receivables. For additional information on other assets, see Note 9— “Other Assets” in the 2025 Form 10-K. For additional information on accrued interest receivable, see Note 5— “Loans & Allowance for Credit Losses,” and for additional information on derivatives, see Note 6— “Derivatives.”

LIHTC Investments. The Company recognized the following income and tax benefits for its LIHTC investments.


	For the Three Months Ended September 30,
(Dollars in thousands)	2025		2024
Tax credits recognized	$	2,282	$	1,420
Other tax benefits recognized	1,090		312
Amortization	( 2,564 )		( 1,406 )
Net benefit (expense) included in income tax expense	808		326


Other income (loss) included in banking and service fees	9		—
Net benefit (expense) included in the Consolidated Statements of Income	$	817	$	326

The Company recognized the following investments on its balance sheets.


(Dollars in thousands)	As of September 30, 2025		As of June 30, 2025
LIHTC investments	$	82,311	$	84,875
LIHTC unfunded commitments 1	$	43,555	$	47,381

1 LIHTC unfunded commitments are included in “Accounts Payable and Other Liabilities” on the Consolidated Balance Sheets.

For the three months ended September 30, 2025 and 2024, there have been no significant modifications or events that resulted in the change in the nature of the LIHTC investments or any changes in the relationship with the underlying project.

For the three months ended September 30, 2025 and 2024, there has been no impairment loss recognized from the forfeiture or ineligibility of income tax credits.

14. VARIABLE INTEREST ENTITIES

The Company consolidated the results of operations and financial position of three lending-related entities, which it considers VIEs. The Company consolidated these VIEs because it or its subsidiaries is deemed to be the primary beneficiary since the Company or its subsidiaries has the power to direct the loan servicing or portfolio management activities, which are the activities that most significantly affect the VIEs’ economic performance, and the Company or its subsidiaries has the obligation to absorb the majority of the losses or benefits through ownership of all of the secured financings issued by the trusts. For these VIEs, the loans transferred to the VIEs are pledged as collateral to the related secured financings.

In addition, through its acquisition of Verdant, the Company acquired additional variable interests in certain securitization trusts. Following the acquisition, the Company performed an assessment and determined it continues to direct the activities that most significantly affect the acquired VIEs’ economic performance, and the Company has the obligation to absorb the majority of the losses or benefits of such acquired variable interests. As a result, the Company determined it is the primary beneficiary and continues to consolidate the VIEs as of September 30, 2025.

For these VIEs, including those acquired in the Verdant acquisition, the loans transferred to the VIEs are pledged as collateral to the related secured financings.

The following table provides a summary of the assets and liabilities of consolidated VIEs in the Company’s Condensed Consolidated Balance Sheets.

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(Dollars in thousands)	As of September 30, 2025		As of June 30, 2025

Restricted cash	$	34,836	$	—
Loans—net of allowance for credit losses	1,876,611		1,276,101
Other assets	158,353		—
Secured financings	753,501		—
Accounts payable and other liabilities	2,207		—

As part of its securitization activities, Verdant issued a series of notes to provide additional financing to its business. The notes outstanding as of September 30, 2025 are included in “Secured financings” in the Company’s Condensed Consolidated Balance Sheet and are summarized in the below table:

Series

Classes

Interest Rate Range

Maturity Date / Range

Outstanding Principal at September 30, 2025

(Dollars in thousands)

2022-01

Class A, B, C, D

6.59 % to 8.67 %

February 2030

14,963

2023-01

Class A-1, A-2, B, C, D

6.05 % to 7.75 %

January 2031

129,906

2024-01

Class A-1, A-2, B, C, D

5.68 % to 7.23 %

December 2031

215,938

2025-01

Class A-1, A-2, A-3, B, C, D

4.66 % to 6.49 %

March 2028 to

May 2033

376,161

Total

736,968

For additional information on the Verdant acquisition, see Note 2, “ Acquisitions .”

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion provides information about the results of operations, financial condition, liquidity, and capital resources of Axos Financial, Inc. and subsidiaries (collectively, “we”, “us” or the “Company”). This information is intended to facilitate the understanding and assessment of significant changes and trends related to our financial condition and the results of our operations. This discussion and analysis should be read in conjunction with our financial information in our 2025 Form 10-K, and the interim unaudited condensed consolidated financial statements and notes thereto contained in this report.

Some matters discussed in this report may constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such, may involve risks and uncertainties. These forward-looking statements can be identified by the use of terminology such as “estimate,” “project,” “anticipate,” “expect,” “intend,” “believe,” “will,” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. These forward-looking statements relate to, among other things, the Company’s financial prospects and other projections of our performance and asset quality, our deposit balances and capital ratios, our ability to continue to grow profitably and increase our business, our ability to continue to diversify lending and deposit franchises, the anticipated timing and financial performance of other offerings, initiatives, and acquisitions, expectations of the environment in which we operate and projections of future performance. Actual results and the timing of events could differ materially from those expressed or implied in such forward-looking statements as a result of risks and uncertainties, including without limitation our ability to successfully integrate acquisitions and realize the anticipated benefits of the transactions, changes in the interest rate environment, monetary policy, inflation, tariffs, government regulation, general economic conditions, changes in the competitive marketplace, conditions in the real estate markets in which we operate, risks associated with credit quality, our ability to attract and retain deposits and access other sources of liquidity, and the outcome and effects of litigation and other factors beyond our reasonable control. These and other risks and uncertainties are discussed under the heading “Item 1A. Risk Factors” herein and in our 2025 Form 10-K, which has been filed with the SEC, could cause actual results to differ materially from those expressed or implied in any forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report. All forward-looking statements are qualified in their entirety by this cautionary statement, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. All written and oral forward-looking statements made in connection with this report, which are attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing information.

General

Our Company is a technology-driven, diversified financial services company with approximately $27.4 billion in assets and approximately $43.0 billion of assets under custody and/or administration at Axos Clearing LLC (“Axos Clearing”). Our client-centric, technology platforms provide secure and scalable banking, clearing and custody, and investment advisory solutions to retail and business customers. Axos Bank (the “Bank”) provides consumer and commercial banking products through its digital online and mobile banking platforms, low-cost distribution channels and affinity partners. Our Bank offers deposit and lending products to customers nationwide including consumer and business checking, savings and time deposit accounts and single family and multifamily residential mortgages, commercial real estate mortgages and loans, fund and lender finance loans, asset-based loans, auto loans and other consumer loans. Our Bank generates non-interest income from consumer and business products, including fees from loans originated for sale, deposit account service fees, prepayment fees, as well as technology and payment transaction processing fees. We offer securities products and services to independent registered investment advisors (“RIAs”) and introducing broker dealers (“IBDs”) through Axos Clearing and Axos Advisor Services (“AAS”) and direct-to-consumer securities trading and digital investment management products through Axos Invest, Inc. (“Axos Invest”). AAS and Axos Clearing generate interest and fee income by providing comprehensive securities custody services to RIAs and clearing, stock lending and margin lending services to IBDs, respectively. Axos Invest generates fee income from self-directed securities trading and margin lending and fee income from digital wealth management services to consumers. Our common stock is listed on the New York Stock Exchange under the ticker symbol “AX” and is a component of the Russell 2000® Index and the S&P SmallCap 600® Index, among other indices.

Axos Financial, Inc. is supervised and regulated as a savings and loan holding company that has elected to be treated as a financial holding company by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and is required to file reports with, comply with the rules and regulations of, and is subject to examination by, the Federal Reserve.

Our Bank is a federal savings association, which has elected to operate as a covered savings association. The Bank is regulated by the Office of the Comptroller of the Currency (“OCC”), and the Federal Deposit Insurance Corporation (“FDIC”) as its deposit insurer. The Bank must file reports with the OCC and the FDIC concerning its activities and financial condition.

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As a depository institution with more than $10 billion in assets, our Bank and our affiliates are subject to direct supervision by the Consumer Financial Protection Bureau.

Axos Clearing is a broker-dealer registered with the SEC and the Financial Industry Regulatory Authority, Inc. (“FINRA”). Axos Invest is a Registered Investment Advisor under the Investment Advisers Act of 1940, that is registered with the SEC. Axos Invest LLC is an IBD that is registered with the SEC and FINRA.

Mergers and Acquisitions

On September 30, 2025, the Company completed the acquisition of 100% of the membership interests in Verdant Commercial Capital, LLC (“Verdant”) in an all-cash transaction, which increases the Company’s scale and enhances the Company’s existing equipment leasing business. As part of the acquisition, the Company acquired, among other assets and liabilities, approximately $1.0 billion of loans and leases (including $211.0 million of PCD assets) and $212.6 million of equipment under operating lease arrangements.

For additional information on this acquisition, see Note 2, “ Acquisitions ” in the accompanying interim condensed consolidated financial statements.

Segment Information

The Company determines reportable segments based on what separate financial information is available and what segment results are evaluated regularly by the Chief Executive Officer in deciding how to allocate resources and in assessing performance. We operate through two segments: the Banking Business Segment and the Securities Business Segment.

Banking Business Segment. The Banking Business Segment includes a broad range of banking services including online banking, concierge banking, and mortgage, vehicle and unsecured lending through online, low-cost distribution channels to serve the needs of consumers and small businesses nationally. In addition, the Banking Business Segment focuses on providing deposit products nationwide to industry verticals (e.g., Title and Escrow), treasury management products to a variety of businesses, and commercial & industrial and commercial real estate lending to clients. The Banking Business Segment includes a bankruptcy trustee and fiduciary service that provides specialized software and consulting services to Chapter 7 bankruptcy and non-Chapter 7 trustees and fiduciaries.

Securities Business Segment. The Securities Business Segment includes the clearing broker-dealer, registered investment advisor custody business, and introducing broker-dealer lines of businesses. These lines of business offer products independently to their own customers as well as to Banking Business Segment clients.

Critical Accounting Estimates

The following discussion and analysis of our financial condition and results of operations is based upon our unaudited condensed consolidated financial statements and the notes thereto, which have been prepared in accordance with GAAP. The preparation of these unaudited condensed consolidated financial statements requires us to make a number of estimates and assumptions that affect the reported amounts and disclosures in the unaudited condensed consolidated financial statements. On an ongoing basis, we evaluate our estimates and assumptions based upon historical experience and various factors and circumstances. We believe our estimates and assumptions are reasonable under the circumstances. However, actual results may differ significantly from these estimates and assumptions and could have a material effect on the carrying value of assets and liabilities, our results of operations and/or our cash flows.

Critical accounting estimates are those we consider most important to the portrayal of our financial condition and results of operations because they require our most difficult judgments, often as a result of the need to make estimates that are inherently uncertain. Our critical accounting estimates are described in detail in the 2025 Form 10-K in Note 1 — “Organizations and Summary of Significant Accounting Policies” and Item 7 — “ Management's Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates.”

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USE OF NON-GAAP FINANCIAL MEASURES

In addition to the results presented in accordance with GAAP, this report includes the non-GAAP financial measures adjusted earnings, adjusted earnings per common share (“Adjusted EPS”), and tangible book value per common share. Non-GAAP financial measures have inherent limitations, may not be comparable to similarly titled measures used by other companies and are not audited. Readers should be aware of these limitations and should be cautious as to their reliance on such measures. As noted below with respect to each measure, we believe the non-GAAP financial measures disclosed in this report enhance investors’ understanding of our business and performance, and our management uses these non-GAAP measures when it internally evaluates the performance of our business and makes operating decisions. However, these non-GAAP measures should not be considered in isolation, or as a substitute for GAAP basis financial measures.

We define “adjusted earnings”, a non-GAAP financial measure, as net income without the after-tax impact of non-recurring acquisition-related items, (including amortization of intangible assets related to acquisitions) and other costs (unusual or non-recurring charges). Adjusted EPS, a non-GAAP financial measure, is calculated by dividing non-GAAP adjusted earnings by the average number of diluted common shares outstanding during the period. We believe the non-GAAP measures of adjusted earnings and adjusted EPS provide useful information about the Company’s operating performance. We believe excluding the non-recurring acquisition-related costs, and other costs provides investors with an alternative understanding of our core business.

Below is a reconciliation of net income, the nearest comparable GAAP measure, to adjusted earnings and adjusted EPS (Non-GAAP):


	For the Three Months Ended September 30,
(Dollars in thousands, except per share data)	2025		2024
Net income	$	112,352	$	112,340


Acquisition-related costs 1	2,941		2,554

Verdant acquisition - Provision for credit losses	$	7,765	—
Income tax effect	(2,681)		(752)
Adjusted earnings (Non-GAAP)	$	120,377	$	114,142

Average dilutive common shares outstanding	57,782,828		58,168,468

Diluted EPS	$	1.94	$	1.93


Acquisition-related costs 1	0.05		0.04

Verdant acquisition - Provision for credit losses	0.13		—
Income tax effect	(0.05)		(0.01)
Adjusted EPS (Non-GAAP)	$	2.07	$	1.96

1 Acquisition-related costs includes amortization of intangible assets, and for the three months ended September 30, 2025, also includes $1.3 million of acquisition-related costs associated with the Verdant acquisition.

We define “tangible book value,” a non-GAAP financial measure, as book value adjusted for goodwill and other intangible assets. Tangible book value is calculated using common stockholders’ equity minus servicing rights, goodwill and other intangible assets. Tangible book value per common share, a non-GAAP financial measure, is calculated by dividing tangible book value by the common shares outstanding at the end of the period. We believe tangible book value per common share is useful in evaluating the Company’s capital strength, financial condition, and ability to manage potential losses.

Below is a reconciliation of total stockholders’ equity, the nearest comparable GAAP measure, to tangible book value (Non-GAAP):


(Dollars in thousands, except per share data)	September 30, 2025		June 30, 2025		September 30, 2024
Common stockholders’ equity	$	2,793,121	$	2,680,677	$	2,405,728
Less: servicing rights, carried at fair value	26,243		27,218		27,335
Less: goodwill and other intangible assets—net	205,747		134,502		139,215
Tangible common stockholders’ equity (Non-GAAP)	$	2,561,131	$	2,518,957	$	2,239,178

Common shares outstanding at end of period	56,643,547		56,483,617		57,092,216

Book value per common share	49.31		47.46		42.14
Less: servicing rights, carried at fair value per common share	0.46		0.48		0.48
Less: goodwill and other intangible assets—net per common share	3.63		2.38		2.44
Tangible book value per common share (Non-GAAP)	$	45.22	$	44.60	$	39.22

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SELECTED FINANCIAL INFORMATION


(Dollars in thousands, except per share data)	September 30, 2025			June 30, 2025			September 30, 2024
Selected Balance Sheet Data:
Total assets	$	27,431,817		$	24,783,078		$	23,569,084
Loans—net of allowance for credit losses	22,635,137			21,049,610			19,280,609
Loans held for sale, carried at fair value	12,202			10,012			14,566

Allowance for credit losses	307,431			290,049			263,854
Trading securities	533			649			594
Available-for-sale securities	57,798			66,008			137,996

Securities borrowed	182,518			139,396			84,326
Customer, broker-dealer and clearing receivables	263,095			252,720			262,774
Total deposits	22,264,753			20,829,543			19,973,329

Advances from the Federal Home Loan Bank	60,000			60,000			90,000
Secured financings	782,423			—			—
Borrowings, subordinated notes and debentures	510,064			312,671			313,519
Securities loaned	204,620			139,426			95,883
Customer, broker-dealer and clearing payables	385,821			350,606			315,985
Total stockholders’ equity	$	2,793,121		$	2,680,677		$	2,405,728

Common shares outstanding at end of period	56,643,547			56,483,617			57,092,216
Common shares issued at end of period	71,356,152			71,101,642			70,562,333

Per Common Share Data:
Book value per common share	$	49.31		$	47.46		$	42.14
Tangible book value per common share (Non-GAAP) 1	$	45.21		$	44.60		$	39.22

Capital Ratios:
Equity to assets at end of period	10.18		%	10.82		%	10.21		%
Axos Financial, Inc.:
Tier 1 leverage (to adjusted average assets)	10.26		%	10.73		%	9.78		%
Common equity tier 1 capital (to risk-weighted assets)	11.66		%	12.52		%	12.44		%
Tier 1 capital (to risk-weighted assets)	11.66		%	12.52		%	12.44		%
Total capital (to risk-weighted assets)	15.20		%	15.28		%	15.29		%
Axos Bank:
Tier 1 leverage (to adjusted average assets)	9.69		%	10.23		%	9.82		%
Common equity tier 1 capital (to risk-weighted assets)	11.37		%	12.42		%	12.87		%
Tier 1 capital (to risk-weighted assets)	11.37		%	12.42		%	12.87		%
Total capital (to risk-weighted assets)	12.62		%	13.70		%	14.06		%
Axos Clearing LLC:
Net capital	$	91,442		$	86,996		$	85,292
Excess capital	$	86,042		$	81,834		$	80,081
Net capital as a percentage of aggregate debit items	33.87		%	33.71		%	32.73		%
Net capital in excess of 5% aggregate debit items	$	77,942		$	74,091		$	72,264

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	For the Three Months Ended September 30,
(Dollars in thousands, except per share data)	2025			2024
Selected Income Statement Data:
Interest and dividend income	$	465,736		$	484,262
Interest expense	174,686			192,214
Net interest income	291,050			292,048
Provision for credit losses	17,255			14,000
Net interest income, after provision for credit losses	273,795			278,048
Non-interest income	32,340			28,609
Non-interest expense	156,246			147,465
Income before income taxes	149,889			159,192
Income taxes	37,537			46,852
Net income	$	112,352		$	112,340

Weighted average number of common shares outstanding:
Basic	56,512,587			56,934,671
Diluted	57,782,828			58,168,468

Per Common Share Data:
Net income:
Basic	$	1.99		$	1.97
Diluted	$	1.94		$	1.93
Adjusted earnings per common share (Non-GAAP) 1	$	2.07		$	1.96





Performance Ratios and Other Data:
Growth in loans held for investment, net	$	1,585,527		$	49,224

Loan originations for sale	$	47,122		$	69,570

Return on average assets	1.77		%	1.92		%
Return on average common stockholders’ equity	15.94		%	19.12		%
Interest rate spread 2	3.89		%	4.13		%
Net interest margin 3	4.75		%	5.17		%
Net interest margin 3 – Banking Business Segment	4.80		%	5.21		%
Efficiency ratio 4	48.32		%	45.99		%
Efficiency ratio 4 – Banking Business Segment	42.89		%	39.83		%

Asset Quality Ratios:
Net annualized charge-offs to average loans	0.11		%	0.17		%
Nonaccrual loans to total loans	0.74		%	0.89		%
Non-performing assets to total assets	0.64		%	0.75		%
Allowance for credit losses - loans to total loans held for investment	1.34		%	1.35		%
Allowance for credit losses - loans to nonaccrual loans 5	180.41		%	149.32		%

1 See “Use of Non-GAAP Financial Measures.”

2 Interest rate spread represents the difference between the annualized weighted average yield on interest-earning assets and the annualized weighted average rate paid on interest-bearing liabilities.

3 Net interest margin represents annualized net interest income as a percentage of average interest-earning assets.

4 Efficiency ratio represents non-interest expense as a percentage of the aggregate of net interest income and non-interest income.

5 The increase in the Allowance for credit losses - loans to nonaccrual loans is primarily attributable to the increase in the ACL, including the impact of the Verdant acquisition. For additional information on the Verdant acquisition, see Note 2, “Acquisitions” in the accompanying interim condensed consolidated financial statements.

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RESULTS OF OPERATIONS

Comparison of the Three Months Ended September 30, 2025 and 2024

For the three months ended September 30, 2025, we had net income of $112.4 million, or $1.94 per diluted share, compared to net income of $112.3 million, or $1.93 per diluted share, for the three months ended September 30, 2024.

Average Balances, Net Interest Income, Yields Earned and Rates Paid

The following table presents information regarding (i) average balances; (ii) the total amount of interest income from interest-earning assets and the weighted average yields on such assets; (iii) the total amount of interest expense on interest-bearing liabilities and the weighted average rates paid on such liabilities; (iv) net interest income; (v) interest rate spread; and (vi) net interest margin:




	For the Three Months Ended,
	September 30, 2025						September 30, 2024
(Dollars in thousands)	Average Balance 1		Interest Income/ Expense		Average Yields Earned/Rates Paid 2		Average Balance 1		Interest Income/ Expense		Average Yields Earned/Rates Paid 2
Assets:
Loans 3, 4	$	21,507,709	$	429,575	7.99	%	$	19,447,016	$	438,229	9.01	%
Non-purchased loans	20,642,301		395,362		7.66	%	18,469,398		382,459		8.28	%
Purchased loans 5	865,408		34,213		15.81	%	977,618		55,770		22.82	%
Interest-earning deposits in other financial institutions	2,538,844		28,195		4.44	%	2,680,503		37,425		5.58	%
Mortgage-backed and other securities 4	61,084		670		4.39	%	142,776		1,960		5.49	%
Securities borrowed and margin lending 6	361,966		6,777		7.49	%	313,102		6,271		8.01	%
Stock of the regulatory agencies	29,600		519		7.01	%	19,012		377		7.93	%
Total interest-earning assets	24,499,203		465,736		7.60	%	22,602,409		484,262		8.57	%
Non-interest-earning assets	932,414						797,127
Total assets	$	25,431,617					$	23,399,536
Liabilities and Stockholders’ Equity:
Interest-bearing demand and savings	$	17,177,394	$	157,844	3.68	%	$	15,915,785	$	177,815	4.47	%
Time deposits	1,126,347		11,520		4.09	%	871,876		9,454		4.34	%
Securities loaned	150,456		285		0.76	%	97,215		540		2.22	%
Advances from the FHLB	60,004		313		2.09	%	90,000		529		2.35	%
Secured financings	8,505		—		—	%	—		—		—	%
Borrowings, subordinated notes and debentures	332,004		4,724		5.69	%	323,697		3,876		4.79	%
Total interest-bearing liabilities	18,854,710		174,686		3.71	%	17,298,573		192,214		4.44	%
Non-interest-bearing demand deposits	3,024,076						2,971,090
Other non-interest-bearing liabilities	733,586						779,561
Stockholders’ equity	2,819,245						2,350,312
Total liabilities and stockholders’ equity	$	25,431,617					$	23,399,536
Net interest income			$	291,050					$	292,048
Interest rate spread 7					3.89	%					4.13	%
Net interest margin 8					4.75	%					5.17	%
1. Average balances are obtained from daily data. 2. Annualized. 3. Loans include loans held for sale, loan premiums and unearned fees. 4. Interest income includes reductions for amortization of loan and investment securities premiums and earnings from accretion of discounts and loan fees. 5. Purchased loans include loans, loan discounts and unearned fees related to the FDIC Loan Purchase. 6. Margin lending is the significant component of the asset titled customer, broker-dealer and clearing receivables on the unaudited Condensed Consolidated Balance Sheets. 7. Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate paid on interest-bearing liabilities. 8. Net interest margin represents annualized net interest income as a percentage of average interest-earning assets.

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Average Balances, Net Interest Income, Yields Earned and Rates Paid

The following table sets forth the effects of changing rates and volumes on our net interest income. Information is provided with respect to (i) effects on interest income and interest expense attributable to changes in volume (changes in volume multiplied by prior rate); and (ii) effects on interest income and interest expense attributable to changes in rate (changes in rate multiplied by prior volume). The change in interest due to both volume and rate has been allocated proportionally to each based on the relative changes attributable to volume and changes attributable to rate.


	For the Three Months Ended
	September 30,
	2025 vs 2024
	Increase (Decrease) Due to
(Dollars in thousands)	Volume		Rate		Total Increase (Decrease)
Increase (decrease) in interest income:
Loans	$	43,767	$	(52,421)	$	(8,654)
Non-purchased loans	49,631		(36,728)		12,903
Purchased loans 1	(5,864)		(15,693)		(21,557)
Interest-earning deposits in other financial institutions	(1,897)		(7,333)		(9,230)
Mortgage-backed and other securities	(955)		(335)		(1,290)
Securities borrowed and margin lending	932		(426)		506
Stock of the regulatory agencies	190		(48)		142
Total increase (decrease) in interest income	$	42,037	$	(60,563)	$	(18,526)
Increase (decrease) in interest expense:
Interest-bearing demand and savings	$	13,282	$	(33,253)	$	(19,971)
Time deposits	2,636		(570)		2,066
Securities loaned	208		(463)		(255)
Advances from the FHLB	(161)		(55)		(216)
Secured financings	—		—		—
Borrowings, subordinated notes and debentures	102		746		848
Total increase (decrease) in interest expense	$	16,067	$	(33,595)	$	(17,528)

1 Purchased loans include loans, loan discounts and unearned fees related to the FDIC Loan Purchase.

Net Interest Income

For the three months ended September 30, 2025, net interest income totaled $291.1 million, a decrease of $1.0 million, or 0.3%, compared to net interest income of $292.0 million for the three months ended September 30, 2024. For the three months ended September 30, 2025, net interest margin decreased by 42 basis points compared to the net interest margin of 5.17% for the three months ended September 30, 2024.

For the three months ended September 30, 2025, total interest and dividend income decreased 3.8% from the three months ended September 30, 2024, primarily due to a $9.2 million decrease in interest income on deposits in other financial institutions, primarily driven by lower rates earned, as well as lower interest earned on loans, reflecting lower rates earned, partially offset by higher average balances.

For the three months ended September 30, 2025, total interest expense decreased 9.1% from the three months ended September 30, 2024, primarily due to a $20.0 million decrease in interest expense on demand and savings deposits, reflecting lower rates paid, partially offset by higher deposit balances.

Provision for Credit Losses

The provision for credit losses was $17.3 million for the three months ended September 30, 2025, compared to $14.0 million for the three months ended September 30, 2024. The provision for credit losses consists of provisions for both funded loans and for unfunded lending commitments. The provision for credit losses for funded loans was $15.3 million for the three months ended September 30, 2025, and was primarily driven by the post-acquisition provision for credit losses on the loans and leases acquired in the Verdant acquisition, as well as loan growth and the impact of macroeconomic variables used in the allowance for credit losses model, primarily the U.S. unemployment rate, consumer price and housing price indices, as well as the five-year U.S. Treasury rate.

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The provision for credit losses for unfunded lending commitments of $2.0 million for the three months ended September 30, 2025, was primarily driven by unfunded lending commitment growth, primarily in the commercial real estate and commercial & industrial - non-RE portfolios. Provisions for credit losses are charged to income to bring the allowance for credit losses for loans and unfunded lending commitments to a level deemed appropriate by management based on the factors discussed under the heading “Financial Condition—Asset Quality and Allowance for Credit Losses - Loans.”

Non-Interest Income

The following table sets forth information regarding our non-interest income:


	For the Three Months Ended
	September 30,
(Dollars in thousands)	2025		2024		Inc (Dec)
Broker-dealer fee income	$	10,948	$	11,060	$	(112)
Advisory fee income	8,525		7,945		580
Banking and service fees	10,820		8,613		2,207
Mortgage banking and servicing rights income	1,395		450		945
Prepayment penalty fee income	652		541		111

Total non-interest income	$	32,340	$	28,609	$	3,731

For the three months ended September 30, 2025, non-interest income increased by $3.7 million, or 13.0%, primarily due to an increase in banking and servicing fee income, primarily driven by higher income on BOLI policies, as well as a $0.9 million increase in mortgage banking and servicing rights income, primarily attributable to more favorable servicing rights fair value adjustments in the current period.

Non-Interest Expense

The following table sets forth information regarding our non-interest expense:


	For the Three Months Ended
	September 30,
(Dollars in thousands)	2025		2024		Inc (Dec)
Salaries and related costs	$	76,605	$	74,293	$	2,312
Data and operational processing	22,057		18,985		3,072
Depreciation and amortization	8,341		7,450		891
Advertising and promotional	12,207		14,253		(2,046)
Professional services	13,333		9,895		3,438
Occupancy and equipment	4,620		4,318		302
FDIC and regulatory fees	5,619		5,956		(337)
Broker-dealer clearing charges	4,203		4,307		(104)
General and administrative expense	9,261		8,008		1,253
Total non-interest expense	$	156,246	$	147,465	$	8,781

For the three months ended September 30, 2025, non-interest expense increased $8.8 million, or 6.0%, primarily due to increases of:

• $3.4 million in professional services primarily due to higher legal expenses and acquisition-related costs associated with the Verdant acquisition;

• $3.1 million in data and operating processing to support the Company’s growth and continued investments in technology; and

• $2.3 million in salaries and related costs primarily due to increased headcount and salaries.

These increases were partially offset by a decrease of $2.0 million in advertising and promotional expense primarily as a result of reduced deposit marketing expense in the current period.

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Provision for Income Taxes

Income tax expense was $37.5 million for the three months ended September 30, 2025, compared to $46.9 million for three months ended September 30, 2024. Our effective income tax rates for the three months ended September 30, 2025 and 2024 were 25.04% and 29.43%, respectively. The decrease in effective income tax rate for the three months ended September 30, 2025 reflects, in part, a change in the State of California income tax law effective beginning with the Company’s 2026 fiscal year.

SEGMENT RESULTS

Our Company determines reportable segments based on the services offered, the significance of the services offered, the significance of those services to our Company’s financial condition and operating results and management’s regular review of the operating results of those services. Our Company operates through two operating segments: the Banking Business Segment and the Securities Business Segment. In order to reconcile the two segments to the consolidated totals, our Company includes corporate activities and intercompany eliminations. Inter-segment transactions are eliminated in consolidation and primarily include non-interest income earned by the Securities Business Segment and non-interest expense incurred by the Banking Business Segment for cash sorting fees related to deposits sourced from Securities Business Segment customers.

The following tables present the operating results of the segments:


	For the Three Months Ended September 30, 2025
(Dollars in thousands)	Banking Business Segment		Securities Business Segment		Corporate/Eliminations		Axos Consolidated
Net interest income	$	287,200	$	8,194	$	(4,344)	$	291,050
Provision for credit losses	17,255		—		—		17,255
Non-interest income	12,375		29,457		(9,492)		32,340
Non-interest expense	128,493		29,367		(1,614)		156,246
Income before income taxes	$	153,827	$	8,284	$	(12,222)	$	149,889

	For the Three Months Ended September 30, 2024
(Dollars in thousands)	Banking Business Segment		Securities Business Segment		Corporate/Eliminations		Axos Consolidated
Net interest income	$	288,492	$	7,267	$	(3,711)	$	292,048
Provision for credit losses	14,000		—		—		14,000
Non-interest income	8,590		29,902		(9,883)		28,609
Non-interest expense	118,315		28,091		1,059		147,465
Income before income taxes	$	164,767	$	9,078	$	(14,653)	$	159,192

Banking Business Segment

For the three months ended September 30, 2025, the Banking Business Segment had income before income taxes of $153.8 million, compared to income before income taxes of $164.8 million for the three months ended September 30, 2024.

For the three months ended September 30, 2025, the Banking Business Segment’s net interest income decreased $1.3 million, or 0.4% compared to net interest income for the three months ended September 30, 2024. The decrease in net interest income was primarily due to a decrease in interest income on deposits in other financial institutions, primarily driven by lower rates earned, as well as lower interest earned on loans, reflecting lower rates earned, partially offset by higher average balances. These decreases were partially offset by a decrease in interest expense on demand and savings deposits, reflecting lower rates paid, partially offset by higher deposit balances.

The increase in non-interest income for the three months ended September 30, 2025 was primarily due to higher income on BOLI policies and more favorable servicing rights fair value adjustments in the current period.

For the three months ended September 30, 2025, the Banking Business Segment’s non-interest expense increased $10.2 million, or 8.6%, compared to non-interest expense for the three months ended September 30, 2024. The increase in non-interest expense for the three months ended September 30, 2025 reflected higher professional services expense, primarily due to higher legal expenses and acquisition-related costs associated with the Verdant acquisition, as well as higher data and operational processing expense.

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We consider the ratios shown in the table below to be key indicators of the performance of our Banking Business Segment:


	For the Three Months Ended September 30,
	2025		2024
Efficiency ratio	42.89	%	39.83	%
Return on average assets	1.79	%	2.17	%
Interest rate spread	3.96	%	4.16	%
Net interest margin	4.80	%	5.21	%

Our Banking Business Segment’s net interest margin exceeds our consolidated net interest margin. Our consolidated net interest margin includes certain items that are not reflected in the calculation of our net interest margin within our Banking Business Segment and reduce our consolidated net interest margin, such as the borrowing costs at our Company and the yields and costs associated with certain items within interest-earning assets and interest-bearing liabilities in our Securities Business Segment, including items related to securities financing operations.

Securities Business Segment

For the three months ended September 30, 2025, our Securities Business Segment had income before income taxes of $8.3 million, compared to income before income taxes of $9.1 million, for the three months ended September 30, 2024.

For the three months ended September 30, 2025, net interest income increased $0.9 million, or 12.8%, compared to net interest income for the three months ended September 30, 2024. The increase for the three months ended September 30, 2025 was primarily attributable to higher interest earned on securities borrowed, as well as deposits in other financial institutions.

For the three months ended September 30, 2025, non-interest income decreased $0.4 million, or 1.5%, compared to the three months ended September 30, 2024. The decrease was primarily driven by lower broker-dealer fee income as a result of lower rates earned on cash sorting balances, partially offset by higher average cash sorting balances. This decrease was partially offset by higher advisory fee income, primarily attributable to increased advisor statement fees and higher mutual fund balances.

For the three months ended September 30, 2025, non-interest expense increased $1.3 million or 4.5%, compared to the three months ended September 30, 2024. The increase reflects higher data and operational processing and professional services expenses.

The following table provides selected information for Axos Clearing:


(Dollars in thousands)	September 30, 2025		June 30, 2025

FDIC insured deposit program balances at banks	$	1,534,502	$	1,444,830
Margin balances	$	239,067	$	229,387
Cash reserves for the benefit of customers	$	197,853	$	146,835





Securities lending:
Interest-earning assets – securities borrowed	$	182,518	$	139,396
Interest-bearing liabilities – securities loaned	$	204,620	$	139,426

FINANCIAL CONDITION

Balance Sheet Analysis

Our total assets increased $2.6 billion, or 10.7%, to $27.4 billion at September 30, 2025, from $24.8 billion at June 30, 2025, primarily attributable to an increase in loans, mainly attributable to the Verdant acquisition, and higher cash and cash equivalents. Our total liabilities increased $2.5 billion, or 11.5%, to $24.6 billion at September 30, 2025 from $22.1 billion at June 30, 2025, primarily attributable to higher deposit balances, as well as secured financings assumed as part of the Verdant acquisition.

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Loans and Allowance for Credit Losses - Loans

The following table sets forth the composition of the loan portfolio:


	September 30, 2025				June 30, 2025
(Dollars in thousands)	Amount		Percent		Amount		Percent
Single Family - Mortgage & Warehouse	$	4,540,889	19.6	%	$	4,395,278	20.4	%
Multifamily and Commercial Mortgage	2,793,762		12.1	%	2,940,739		13.6	%
Commercial Real Estate	7,295,572		31.5	%	6,937,187		32.2	%
Commercial & Industrial - Non-RE	7,980,981		34.5	%	6,795,497		31.6	%
Auto & Consumer	531,044		2.3	%	482,996		2.2	%


Total gross loans	23,142,248		100.0	%	21,551,697		100.0	%
Allowance for credit losses - loans	(307,431)				(290,049)
Unaccreted discounts and loan fees	(199,680)				(212,038)
Total net loans	$	22,635,137			$	21,049,610

Management establishes an allowance for credit losses based upon its evaluation of the expected lifetime credit losses related to the amortized cost basis of loans on the balance sheet. The net charge-off rate for the three months ended September 30, 2025 was 0.11%, compared to 0.17% for the three months ended September 30, 2024. The decrease in the net charge-off rate was primarily driven by lower net charge-offs in the Commercial & Industrial - Non-RE portfolio. For additional information regarding the Company’s allowance for credit losses, see Note 5 — “Loans & Allowance for Credit Losses” in the accompanying interim condensed consolidated financial statements. For a discussion of the provision for credit losses for the three months ended September 30, 2025, see Item 2—“ Management's Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations.” We believe that the lower average LTV in the loan portfolio will continue to result in future lower average mortgage loan charge-offs when compared to many other comparable banks.

Asset Quality

Non-performing Assets. Loans reaching 90 days past due are generally placed on nonaccrual status. Loans not yet reaching 90 days past due may be placed on nonaccrual status based on management’s assessment of the aging of contractual principal amounts due, among other factors. For an aging analysis of the Company’s loans held for investment as of September 30, 2025 and June 30, 2025, see Note 5—“ Loans & Allowance for Credit Losses ” in the accompanying interim condensed consolidated financial statements. Non-performing assets include nonaccrual loans plus other real estate owned and repossessed vehicles.

Non-performing assets consisted of the following:


(Dollars in thousands)	September 30, 2025			June 30, 2025			Increase (Decrease)
Non-performing assets:
Nonaccrual loans:
Single Family - Mortgage & Warehouse	$	67,887		$	44,196		$	23,691
Multifamily and Commercial Mortgage	16,047			33,037			(16,990)
Commercial Real Estate	21,783			29,223			(7,440)
Commercial & Industrial - Non-RE	62,536			61,804			732
Auto & Consumer	2,157			2,126			31


Total nonaccrual loans	$	170,410		$	170,386		$	24
Foreclosed real estate	4,383			4,535			(152)
Repossessed vehicles—Autos	559			505			54
Total non-performing assets	$	175,352		$	175,426		$	(74)
Total nonaccrual loans as a percentage of total loans	0.74		%	0.79		%	(0.05)		%
Total non-performing assets as a percentage of total assets	0.64		%	0.71		%	(0.07)		%

Our non-performing assets remained flat at $175.4 million at September 30, 2025 compared to June 30, 2025, as an increase in the single family - mortgage & warehouse portfolio was offset by decreases in the multifamily and commercial mortgage and commercial real estate portfolios. Non-performing assets as a percentage of total assets decreased to 0.64% at September 30, 2025 from 0.71% at June 30, 2025.

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Available-for-Sale Securities

Total available-for-sale securities were $57.8 million as of September 30, 2025, compared with $66.0 million at June 30, 2025. During the three months ended September 30, 2025, we received principal repayments of $8.6 million. The remainder of the change for the available-for-sale securities portfolio is attributable to changes in the fair value of the securities.

Deposits

Deposits increased by $1.4 billion, or 6.9%, to $22.3 billion at September 30, 2025, from $20.8 billion at June 30, 2025. As of September 30, 2025 compared with June 30, 2025, interest-bearing demand and savings increased $905.6 million, non-interest-bearing deposits increased by $346.6 million and time deposits increased $183.0 million.

The following table sets forth the composition of the deposit portfolio:


(Dollars in thousands)	September 30, 2025		June 30, 2025
Non-interest-bearing	$	3,387,318	$	3,040,696




Interest-bearing demand and savings	$	17,565,868	$	16,660,290



Time deposits	1,311,567		1,128,557
Total interest bearing	$	18,877,435	$	17,788,847
Total deposits 1	$	22,264,753	$	20,829,543

1 Total deposits includes brokered deposits of $2,156.0 million and $1,801.1 million as of September 30, 2025 and June 30, 2025, respectively, which include brokered time deposits of $900.0 million and $700.0 million as of September 30, 2025 and June 30, 2025, respectively.

The following table sets forth the number of deposit accounts by type:


	September 30, 2025	June 30, 2025	September 30, 2024
Non-interest-bearing	51,876	50,967	49,086
Interest-bearing checking and savings accounts	562,880	546,678	527,058
Time deposits	2,704	2,956	4,379
Total number of deposit accounts	617,460	600,601	580,523

Total deposits that exceeded the FDIC insurance limit or were not collateralized at September 30, 2025 and June 30, 2025 were $3.0 billion and $2.6 billion, respectively. The maturities of non-collateralized time deposits that exceeded the FDIC insurance limit were as follows:


(Dollars in thousands)	September 30, 2025
3 months or less	$	1,617
3 months to 6 months	5,928
6 months to 12 months	5,750
Over 12 months	1,708
Total	$	15,003

Borrowings and Secured Financings

The following table sets forth the composition of our borrowings and the interest rates:


	September 30, 2025					June 30, 2025					September 30, 2024
(Dollars in thousands)	Balance			Weighted Average Rate		Balance			Weighted Average Rate		Balance			Weighted Average Rate

FHLB Advances	$	60,000		2.07	%	$	60,000		2.07	%	$	90,000		2.32	%
Secured financings	736,968			5.52	%	—			—	%	—			—	%
Borrowings, subordinated notes and debentures	510,064			5.50	%	312,671			4.55	%	313,519			4.56	%
Total borrowings	$	1,307,032		5.35	%	$	372,671		4.15	%	$	403,519		4.06	%

Weighted average cost of total borrowings during the quarter	5.03		%			4.66		%			4.26		%
Total borrowings as a percent of total assets	4.76		%			1.50		%			1.71		%

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We regularly use advances from the FHLB to manage our interest rate risk and, to a lesser extent, manage our liquidity position. Generally, FHLB advances with terms between three and ten years have been used to fund the origination of loans and to provide us with interest rate risk protection should rates rise. On September 19, 2025, the Company completed the issuance of $200 million aggregate principal amount of the Company’s 2035 Notes, and on October 1, 2025, the Company completed the redemption of the $160.5 million aggregate principal amount outstanding of its 2030 Notes. For additional information see Note 12 — “Borrowings, Subordinated Notes and Debentures” in the accompanying interim condensed consolidated financial statements.

Stockholders’ Equity

Stockholders’ equity increased $112.4 million to $2,793.1 million at September 30, 2025, compared to $2,680.7 million at June 30, 2025. The increase was primarily the result of net income for the three months ended September 30, 2025 of $112.4 million.

LIQUIDITY

Cash flow information is as follows:


	For the Three Months Ended
	September 30,
(Dollars in thousands)	2025		2024
Operating Activities	$	118,433	$	70,788
Investing Activities	$	(1,033,379)	$	(45,541)
Financing Activities	$	1,624,187	$	592,833

During the three months ended September 30, 2025, we had net cash inflows from operating activities of $118.4 million compared to inflows of $70.8 million for the three months ended September 30, 2024. Net operating cash inflows and outflows fluctuate primarily due to the timing of the following: originations of loans held for sale, proceeds from loan sales, securities borrowed and loaned, and customer, broker-dealer and clearing receivables and payables and changes in other assets and payables.

Net cash outflows from investing activities totaled $1,033.4 million for the three months ended September 30, 2025, while outflows totaled $45.5 million for the three months ended September 30, 2024. The increase in outflows was primarily due a higher net change in loans held for investment in the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, and the Verdant acquisition in the three months ended September 30, 2025.

Net cash inflows from financing activities totaled $1,624.2 million for the three months ended September 30, 2025, compared to net cash inflows from financing activities of $592.8 million for the three months ended September 30, 2024. The increase in net cash inflows from financing was primarily driven by a higher net increase in deposits and the issuance of $200.0 million of subordinated notes during the three months ended September 30, 2025.

As of September 30, 2025, the Bank could borrow up to 35% of its total assets from the FHLB. Borrowings are collateralized by pledging certain mortgage loans and available-for-sale securities to the FHLB. At September 30, 2025, the Company had $2,709.3 million available immediately and $5,294.1 million available with additional collateral and the Company had $4,112.0 million of loans and $0.1 million of securities pledged to the FHLB. At September 30, 2025, the Company had $250.0 million in unsecured federal funds lines of credit with five major banks under which there were no borrowings outstanding.

The Bank has the ability to borrow short-term from the FRBSF Discount Window. At September 30, 2025, the Bank did not have any borrowings outstanding and the amount available from this source was $7,131.5 million. Borrowings are collateralized by pledging commercial loans and consumer loans. At September 30, 2025, the Bank had $8,320.3 million of loans pledged to the FRBSF.

Axos Clearing has a $150 million third-party secured line of credit available for borrowing, as needed. As of September 30, 2025, there was no amount outstanding on this credit facility. This credit facility bears interest at rates based on the Federal Funds rate and is due upon demand.

Axos Clearing has a $110 million third-party unsecured line of credit available for limited purpose borrowing. As of September 30, 2025, there was no amount outstanding on this credit facility. This credit facility bears interest at rates based on the Federal Funds rate and is due upon demand.

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We view our liquidity sources to be stable and adequate for our anticipated needs and contingencies for both the short- and long-term. Due to the diversified sources of our deposits, while maintaining approximately 90% of our total Bank deposits in insured or collateralized accounts as of September 30, 2025, we believe we have the ability to increase our level of deposits, and have available other potential sources of funding, to address our liquidity needs for the foreseeable future.

For additional information on certain contractual and other obligations, see Note 10— “Commitments and Contingencies,” Note 12— “Borrowings, Subordinated Notes and Debentures,” Note 13— “Other Assets” and Note 14— “Variable Interest Entities” in the accompanying interim condensed consolidated financial statements and refer to Note 11 — “Deposits,” Note 12— “Advances from the Federal Home Loan Bank” and Note 13— “Borrowings, Subordinated Notes and Debentures” in the 2025 Form 10-K.

On January 28, 2025, the Company entered into an equity distribution agreement pursuant to which the Company may issue and sell through distribution agents from time to time shares of the Company’s common stock in at-the-market offerings with an aggregate offering price of up to $150,000,000. The Company will issue the stock pursuant to a previously effective registration statement and a prospectus supplement filed with the SEC on January 28, 2025. No shares of the Company’s common stock have been issued pursuant to this offering.

CAPITAL RESOURCES AND REQUIREMENTS

The Company and Bank are subject to regulatory capital adequacy requirements promulgated by federal bank regulatory agencies. Failure by the Company or Bank to meet minimum capital requirements could result in certain mandatory and discretionary actions by regulators that could have a material adverse effect on our Consolidated Financial Statements. The Federal Reserve establishes capital requirements for the Company and the OCC has similar requirements for our Bank. The following tables present regulatory capital information for the Company and Bank. Information presented for September 30, 2025 reflects the Basel III capital requirements for both the Company and Bank. Under these capital requirements and the regulatory framework for prompt corrective action, the Company and Bank must meet specific capital guidelines that involve quantitative measures of the Company and Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s and Bank’s capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings and other factors. As part of its capital management, the Bank may pay dividends to the Company from time to time.

Quantitative measures established by regulation require the Company and Bank to maintain certain minimum capital amounts and ratios. Federal bank regulators require the Company and Bank to maintain minimum ratios of tier 1 capital to adjusted average assets of 4.0%, common equity tier 1 capital to risk-weighted assets of 4.5%, tier 1 capital to risk-weighted assets of 6.0% and total risk-based capital to risk-weighted assets of 8.0%. To be “well capitalized,” the Company and Bank must maintain minimum leverage, common equity tier 1 risk-based, tier 1 risk-based and total risk-based capital ratios of at least 5.0%, 6.5%, 8.0% and 10.0%, respectively. Additionally, the Bank is required to maintain a tangible capital ratio equal to at least 1.5% of total average assets. At September 30, 2025, the Company and Bank met all the capital adequacy requirements to which they were subject and were “well capitalized” under the regulatory framework for prompt corrective action. Management believes that no conditions or events have occurred since September 30, 2025 that would materially adversely change the Company’s and Bank’s capital classifications. From time to time, we may need to raise additional capital to support the Company’s and Bank’s further growth and to maintain their “well capitalized” status.

The Company and Bank both elected the five-year current expected credit losses (“CECL”) transition guidance for calculating regulatory capital and ratios, which allowed an entity to add back to regulatory capital the impact of the CECL adoption, subject to the five-year phase out. The phase out ended in fiscal year 2025 and the regulatory capital figures presented as of September 30, 2025 no longer reflect this adjustment.

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The Company’s and Bank’s capital ratios and requirements were as follows:


	Axos Financial, Inc.						Axos Bank						“Well Capitalized” Ratio		Minimum Capital Ratio
(Dollars in thousands)	September 30, 2025			June 30, 2025			September 30, 2025			June 30, 2025
Regulatory Capital:
Tier 1	$	2,587,308		$	2,554,071		$	2,353,480		$	2,360,284
Common equity tier 1	$	2,587,308		$	2,554,071		$	2,353,480		$	2,360,284
Total capital	$	3,373,421		$	3,117,763		$	2,612,328		$	2,603,589

Assets:
Average adjusted	$	25,225,934		$	23,813,242		$	24,297,872		$	23,077,089
Total risk-weighted	$	22,194,624		$	20,404,204		$	20,701,053		$	19,003,094

Regulatory Capital Ratios:
Tier 1 leverage (to adjusted average assets)	10.26		%	10.73		%	9.69		%	10.23		%	5.00	%	4.00	%
Common equity tier 1 capital (to risk-weighted assets)	11.66		%	12.52		%	11.37		%	12.42		%	6.50	%	4.50	%
Tier 1 capital (to risk-weighted assets)	11.66		%	12.52		%	11.37		%	12.42		%	8.00	%	6.00	%
Total capital (to risk-weighted assets)	15.20		%	15.28		%	12.62		%	13.70		%	10.00	%	8.00	%

Basel III requires all banking organizations to maintain a capital conservation buffer above the minimum risk-based capital requirements in order to avoid certain limitations on capital distributions, stock repurchases and discretionary bonus payments to executive officers. The capital conservation buffer is exclusively composed of common equity tier 1 capital, and it applies to each of the three risk-based capital ratios but not the leverage ratio. At September 30, 2025 and June 30, 2025, our Company and Bank were in compliance with the capital conservation buffer requirement, which sets the common equity tier 1 risk-based, tier 1 risk-based and total risk-based capital ratio minimums to 7.0% , 8.5% and 10.5% , respectively.

Securities Business

Pursuant to the net capital requirements of the Exchange Act, Axos Clearing is subject to the SEC Uniform Net Capital (Rule 15c3-1 of the Exchange Act). Under this rule, the Company has elected to operate under the alternate method and is required to maintain minimum net capital of $250,000 or 2% of aggregate debit balances arising from client transactions, as defined. Under the alternate method, the Company may not repay subordinated debt, pay cash distributions, or make any unsecured advances or loans to its parent or employees if such payment would result in net capital of less than 5% of aggregate debit balances or less than 120% of its minimum dollar requirement. As part of its capital management, Axos Clearing may make distributions to the Company from time to time.

The net capital position of Axos Clearing was as follows:


(Dollars in thousands)	September 30, 2025			June 30, 2025
Net capital	$	91,442		$	86,996
Excess Capital	$	86,042		$	81,834

Net capital as a percentage of aggregate debit items	33.87		%	33.71		%
Net capital in excess of 5% aggregate debit items	$	77,942		$	74,091

Axos Clearing, as a clearing broker, is subject to the SEC Customer Protection Rule (Rule 15c3-3 of the Exchange Act) which requires segregation of funds in a special reserve account for the exclusive benefit of customers (“Customer Reserve Bank Account”) and proprietary accounts of brokers (“PAB Reserve Account”). As of September 30, 2025, Axos Clearing was in compliance with its Customer Reserve Bank Account and PAB Reserve Account deposit requirements.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For further discussion of the Company’s market risk, see Item 7A— “Quantitative and Qualitative Disclosures About Market Risk” in the 2025 Form 10-K.

We measure interest rate sensitivity as the difference between amounts of interest-earning assets and interest-bearing liabilities that mature or contractually re-price within a given period of time. The difference, or the interest rate sensitivity gap, provides an indication of the extent to which an institution’s interest rate spread will be affected by changes in interest rates. A gap is considered positive when the amount of interest rate sensitive assets exceeds the amount of interest rate sensitive liabilities and negative when the amount of interest rate sensitive liabilities exceeds the amount of interest rate sensitive assets.

Absent any subsequent asset and liability actions by management, in a rising interest rate environment, an institution with a positive gap would be in a better position than an institution with a negative gap to invest in higher yielding assets or to have its asset yields adjusted upward, which would cause the yield on its assets to increase at a faster pace than the cost of its interest-bearing liabilities. Conversely, absent any subsequent asset and liability actions by management, during a period of falling interest rates, an institution with a positive gap would tend to have its assets reprice at a faster rate than one with a negative gap, which would tend to reduce the growth in its net interest income.

Banking Business Segment

The following table sets forth the amounts of interest earning assets and interest bearing liabilities that were outstanding at September 30, 2025 and the portions of each financial instrument that are expected to mature or reset interest rates in each future period:


	Term to Repricing, Repayment, or Maturity at
	September 30, 2025
(Dollars in thousands)	Six Months or Less			Over Six Months Through One Year			Over One Year Through Five Years			Over Five Years			Total
Interest-earning assets:
Cash and cash equivalents	$	2,650,451		$	—		$	—		$	—		$	2,650,451
Available-for-sale securities 1	31,902			4,650			16,598			4,648			57,798
Stock of the FHLB, at cost	29,737			—			—			—			29,737
Loans 2	15,741,279			2,889,959			3,824,109			179,790			22,635,137
Loans held for sale	11,566			—			—			—			11,566
Total interest-earning assets	18,464,935			2,894,609			3,840,707			184,438			25,384,689
Non-interest-earning assets	—			—			—			—			1,151,874
Total assets	$	18,464,935		$	2,894,609		$	3,840,707		$	184,438		$	26,536,563
Interest-bearing liabilities:
Interest-bearing deposits 3	$	18,725,056		$	291,277		$	177,051		$	—		$	19,193,384

Advances from the FHLB	—			—			60,000			—			60,000
Secured financings	116,843			113,297			530,952			21,331			782,423
Total interest-bearing liabilities	18,841,899			404,574			768,003			21,331			20,035,807
Other non-interest-bearing liabilities	—			—			—			—			3,825,056
Stockholders’ equity	—			—			—			—			2,675,700
Total liabilities and equity	$	18,841,899		$	404,574		$	768,003		$	21,331		$	26,536,563
Net interest rate sensitivity gap	$	(376,964)		$	2,490,035		$	3,072,704		$	163,107		$	5,348,882
Cumulative gap	$	(376,964)		$	2,113,071		$	5,185,775		$	5,348,882		$	5,348,882
Net interest rate sensitivity gap—as a % of total interest earning assets	(1.49)		%	9.81		%	12.10		%	0.64		%	21.07		%
Cumulative gap—as % of total cumulative interest earning assets	(1.49)		%	8.32		%	20.43		%	21.07		%	21.07		%

1 Comprised of U.S. government securities, mortgage-backed securities and other securities. The table reflects contractual repricing dates.

2 Loans includes loan premiums, discounts and unearned fees. The table reflects either contractual repricing dates or expected maturities.

3 The table assumes that the principal balances for demand deposits and savings accounts will reprice in the first year.

The above table provides an approximation of the projected re-pricing of assets and liabilities at September 30, 2025 on the basis of contractual maturities, adjusted for anticipated prepayments of principal and scheduled rate adjustments. The loan and securities prepayment rates reflected herein are primarily based on modeled cash flows. For the non-maturity deposit liabilities, we use decay rates and rate adjustments based upon our historical experience and the implied forward rate curve, respectively. Actual repayments of these instruments could vary substantially if future experience differs from our historical experience.

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Although “gap” analysis is a useful measurement device available to management in determining the existence of interest rate exposure, its static focus as of a particular date makes it necessary to utilize other techniques in measuring exposure to changes in interest rates. For example, gap analysis is limited in its ability to predict trends in future earnings and makes no assumptions about changes in prepayment tendencies, deposit or loan maturity preferences or repricing time lags that may occur in response to a change in the interest rate environment.

The following table indicates the sensitivity of net interest income movements to parallel instantaneous shocks in interest rates for the future 1-12 months’ and 13-24 months’ time periods. For purposes of modeling net interest income sensitivity the Company assumes no growth in the balance sheet other than for retained earnings:


	As of September 30, 2025
	First 12 Months		Next 12 Months
(Dollars in thousands)	Percentage Change from Base		Percentage Change from Base
Up 200 basis points	6.7	%	12.5	%
Up 100 basis points	3.5	%	6.2	%

Down 100 basis points	(1.7)	%	(3.4)	%
Down 200 basis points	(1.0)	%	(3.9)	%

We attempt to measure the effect market interest rate changes will have on the net present value of assets and liabilities, which is defined as market value of equity. We analyze the MVE sensitivity to an immediate parallel and sustained shift in interest rates derived from the underlying interest rate curves.

The following table indicates the sensitivity of MVE to the interest rate movement described above:


	As of September 30, 2025
(Dollars in thousands)	Percentage Change from Base

Up 200 basis points	4.7	%
Up 100 basis points	3.2	%

Down 100 basis points	(3.9)	%
Down 200 basis points	(7.7)	%

The computation of the prospective effects of hypothetical interest rate changes is based on numerous assumptions, including relative levels of interest rates, asset prepayments (including replacing floating rate loan run-off with loans having similar spread and floor features), runoffs in deposits and changes in repricing levels of deposits to general market rates, and should not be relied upon as indicative of actual results. Furthermore, these computations do not take into account any actions that we may undertake in response to future changes in interest rates. Those actions include, but are not limited to, making changes in loan and deposit interest rates and changes in our asset and liability mix.

Securities Business Segment

Our Securities Business Segment is exposed to market risk primarily due to its role as a financial intermediary in customer transactions, which may include purchases and sales of securities, securities lending activities, and in our trading activities, which are used to support sales, underwriting and other customer activities. We are subject to the risk of loss that may result from the potential change in value of a financial instrument as a result of fluctuations in interest rates, market prices, investor expectations and changes in credit ratings of the issuer.

Our Securities Business Segment is primarily exposed to interest rate risk as a result of generating interest-earning assets including customer and correspondent margin loans, and its securities borrowing activities. Our exposure to interest rate risk is also from our funding sources including customer and correspondent cash balances, bank borrowings and securities lending activities. Interest rates on customer and correspondent balances and securities produce a positive spread with rates generally fluctuating in parallel.

With respect to securities held, our interest rate risk is managed by setting and monitoring limits on the size and duration of positions and on the length of time securities can be held. The majority of the interest rates on customer and correspondent margin loans are generally indexed and can vary daily. Our funding sources are generally short term with interest rates that can vary daily.

Our Securities Business Segment is engaged in various brokerage and trading activities that expose us to credit risk arising from potential non-performance from counterparties, customers or issuers of securities. This risk is managed by setting

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and monitoring position limits for each counterparty, conducting periodic credit reviews of counterparties, reviewing concentrations of securities and conducting business through central clearing organizations.

Collateral underlying margin loans to customers and correspondents, and with respect to securities lending activities, is marked to market daily and additional collateral is obtained or refunded, as necessary.

ITEM 4. CONTROLS AND PROCEDURES

The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, pursuant to Exchange Act Rule 13a-15(e). Based upon that evaluation, our Chief Executive Officer along with our Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In addition, there were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2025 (as defined in Exchange Act Rule 13a-15(f)) that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

Management, including the Company’s Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods is subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information set forth in Note 10 — “ Commitments and Contingencies ” in the accompanying interim condensed consolidated financial statements is incorporated herein by reference.

In addition, from time to time we may be a party to other claims or litigation that arise in the ordinary course of business, such as claims to enforce liens, claims involving the origination and servicing of loans, and other issues related to the Company’s business operations. None of such matters are expected to have a material adverse effect on the Company’s financial condition, results of operations or business.

ITEM 1A. RISK FACTORS

We face a variety of risks that are inherent in our business and our industry. These risks are described in more detail under Item 1A— “Risk Factors” in the 2025 Form 10-K. We encourage you to read these factors in their entirety. Moreover, other factors may also exist that we cannot anticipate or that we currently do not consider to be significant based on information that is currently available.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The table below sets forth our market repurchases of Axos common stock and the Axos common stock retained in connection with net settlement of RSU awards during the three months ended September 30, 2025.


(Dollars in thousands, except per share data)	Number of Shares Purchased	Average Price Paid Per Shares		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar value of Shares that May Yet be Purchased Under the Plans or Programs
Stock Repurchases 1
Quarter Ended September 30, 2025
July 1, 2025 to July 31, 2025	—	$	—	—	$	—
August 1, 2025 to August 31, 2025	—	—		—	—
September 1, 2025 to September 30, 2025	—	—		—	—
For the Three Months Ended September 30, 2025	—	$	—	—	$	—

Stock Retained in Net Settlement 2
July 1, 2025 to July 31, 2025	136
August 1, 2025 to August 31, 2025	5,706
September 1, 2025 to September 30, 2025	88,738
For the Three Months Ended September 30, 2025	94,580

1 On April 27, 2023, the Company announced a program to repurchase up to $100 million of its common stock and on each of February 12, 2024 and May 12, 2025, the Company announced an additional $100 million increase to the common stock repurchase program. The share repurchase program will continue in effect until terminated by the Board of Directors of the Company.

2 The Amended and Restated 2014 Stock Incentive Plan permits net settlement of stock issuances related to equity awards for purposes of payment of a grantee’s minimum income tax obligation. Stock retained in net settlement was purchased at the vesting price of associated RSU.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the three months ended September 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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ITEM 6. EXHIBITS


Exhibit Number	Description	Incorporated By Reference to







4.1	Indenture, dated as February 24, 2022, between Axos Financial, Inc. and U.S. Bank Trust Company, as trustee	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.	Exhibit 4.2 to the Current Report on Form 8-K filed on September 19, 2025

4.3	Form of Global Note to represent the 7.00% Fixed-to-Floating Rate Subordinated Notes due 2035 of Axos Financial, Inc.	Exhibit 4.2 to the Current Report on Form 8-K filed on September 19, 2025

10.1	Change of Control Severance Agreement between John Tolla and Axos Bank	F i led here with.

31.1	Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith.

31.2	Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith.

32.1	Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith.

32.2	Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith.

101.INS	Inline XBRL Instance Document	The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

101.SCH	Inline XBRL Taxonomy Extension Schema Document	Filed herewith.

101.CAL	Inline XBRL Taxonomy Calculation Linkbase Document	Filed herewith.

101.LAB	Inline XBRL Taxonomy Label Linkbase Document	Filed herewith.

101.PRE	Inline XBRL Taxonomy Presentation Linkbase Document	Filed herewith.

101.DEF	Inline XBRL Taxonomy Definition Document	Filed herewith.

104	Cover Page Interactive Data File	Formatted as Inline XBRL and contained in Exhibit 101

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SIGNATURES

In accordance with 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 thereunto duly authorized.

Axos Financial, Inc.

Dated:

October 30, 2025

By:

/s/ Gregory Garrabrants

Gregory Garrabrants
President and Chief Executive Officer
(Principal Executive Officer)

Dated:

October 30, 2025

By:

/s/ Derrick K. Walsh

Derrick K. Walsh
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

TABLE OF CONTENTS

Part I Financial Information Item 1. Financial Statements Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

Exhibits

4.1 Indenture, dated as February 24, 2022, between Axos Financial, Inc. and U.S. Bank Trust Company, as trustee 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. Exhibit 4.2 to the Current Report on Form 8-K filed on September 19, 2025 4.3 Form of Global Note to represent the 7.00% Fixed-to-Floating Rate Subordinated Notes due 2035 of Axos Financial, Inc. Exhibit 4.2 to the Current Report on Form 8-K filed on September 19, 2025 10.1 Change of Control Severance Agreement between John Tolla and Axos Bank Filed herewith. 31.1 Chief Executive Officer Certification Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 Filed herewith. 31.2 Chief Financial Officer Certification Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 Filed herewith. 32.1 Chief Executive Officer Certification Pursuant to 18 U.S.C. Section1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002 Filed herewith. 32.2 Chief Financial Officer Certification Pursuant to 18 U.S.C. Section1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002 Filed herewith.

AX 10-Q Quarter ended Sept. 30, 2025

Exhibits