アクソスファイナンシャルの四半期報告

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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 December 31, 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: 56,678,249 shares of common stock, $0.01 par value per share, as of January 16, 2026.

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)			6
Notes to Condensed Consolidated Financial Statements (unaudited)			8
1. Summary of Significant Accounting Policies			8
2. Acquisitions			10
3. Fair Value			13
4. Available-for-Sale Securities			19
5. Loans & Allowance for Credit Losses			21
6. Derivatives			27
7. Offsetting of Derivatives and Securities Financing Agreements			29
8. Stockholders’ Equity and Stock-Based Compensation			30
9. Earnings per Common Share			32
10. Commitments and Contingencies			32
11. Segment Reporting and Revenue Information			34
12. Borrowings, Subordinated Notes and Debentures			36
13. Other Assets			36
14. Variable Interest Entities			37

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			39
USE OF NON-GAAP MEASURES			41
SELECTED FINANCIAL INFORMATION			42
RESULTS OF OPERATIONS			44
SEGMENT RESULTS			48
FINANCIAL CONDITION			50
LIQUIDITY			53

CAPITAL RESOURCES AND REQUIREMENTS			54


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			56

ITEM 4. CONTROLS AND PROCEDURES			58

PART II – OTHER INFORMATION			59

ITEM 1. LEGAL PROCEEDINGS			59

ITEM 1A. RISK FACTORS			59

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AN D USE OF PROCEEDS			59

ITEM 3. DEFAULTS UPON SENIOR SECURITIES			59

ITEM 4. MINE SAFETY DISCLOSURES			59

ITEM 5. OTHER INFORMATION			59

ITEM 6. EXHIBITS			60

SIGNATURES			61

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PART I – FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

AXOS FINANCIAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(Dollars in thousands, except par value)	December 31, 2025		June 30, 2025
ASSETS
Cash and cash equivalents	$	1,010,048	$	1,933,845
Restricted cash	330,463		242,509
Total cash, cash equivalents and restricted cash	1,340,511		2,176,354
Trading securities	880		649
Available-for-sale securities	811,126		66,008
Stock of regulatory agencies	35,167		35,163
Loans held for sale, carried at fair value	18,826		10,012

Loans—net of allowance for credit losses of $327,043 as of December 31, 2025 and $290,049 as of June 30, 2025	24,272,552		21,049,610
Servicing rights, carried at fair value	25,431		27,218
Securities borrowed	109,141		139,396
Customer, broker-dealer and clearing receivables	277,308		252,720
Goodwill and other intangible assets—net	196,119		134,502
Other assets	1,114,345		891,446
TOTAL ASSETS	$	28,201,406	$	24,783,078

LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Non-interest-bearing	$	3,246,199	$	3,040,696
Interest bearing	19,986,549		17,788,847
Total deposits	23,232,748		20,829,543
Advances from the Federal Home Loan Bank	60,000		60,000
Secured financings	691,507		—
Borrowings, subordinated notes and debentures	364,814		312,671
Securities loaned	128,869		139,426
Customer, broker-dealer and clearing payables	358,727		350,606
Accounts payable and other liabilities	434,649		410,155
Total liabilities	25,271,314		22,102,401
COMMITMENTS AND CONTINGENCIES (Note 10)
STOCKHOLDERS’ EQUITY:
Common stock—$0.01 par value; 150,000,000 shares authorized; 71,419,706 shares issued and 56,677,323 shares outstanding as of December 31, 2025; 71,101,642 shares issued and 56,483,617 shares outstanding as of June 30, 2025	714		711
Additional paid-in capital	566,837		548,895
Accumulated other comprehensive income (loss)—net of income tax	1,862		348
Retained earnings	2,859,274		2,618,525
Treasury stock, at cost; 14,742,383 shares as of December 31, 2025 and 14,618,025 shares as of June 30, 2025	(498,595)		(487,802)
Total stockholders’ equity	2,930,092		2,680,677
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	28,201,406	$	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				Six Months Ended
	December 31,				December 31,
(Dollars in thousands, except earnings per common share)	2025		2024		2025		2024
INTEREST AND DIVIDEND INCOME:
Loans, including fees	$	478,086	$	410,868	$	907,661	$	849,097
Securities borrowed and customer receivables	7,745		6,450		14,522		12,721
Investments and other	28,014		38,750		57,398		78,512
Total interest and dividend income	513,845		456,068		979,581		940,330
INTEREST EXPENSE:
Deposits	167,334		170,859		336,698		358,128
Advances from the Federal Home Loan Bank	313		507		626		1,036
Securities loaned	269		480		554		1,020
Other borrowings	14,220		4,123		18,944		7,999
Total interest expense	182,136		175,969		356,822		368,183
Net interest income	331,709		280,099		622,759		572,147
Provision for credit losses	25,000		12,248		42,255		26,248
Net interest income, after provision for credit losses	306,709		267,851		580,504		545,899
NON-INTEREST INCOME:
Broker-dealer fee income	11,145		11,039		22,093		22,099
Advisory fee income	8,829		7,982		17,354		15,927
Banking and service fees	31,732		9,813		42,552		18,426
Mortgage banking and servicing rights income	644		(1,797)		2,039		(1,347)
Prepayment penalty fee income	1,028		762		1,680		1,303

Total non-interest income	53,378		27,799		85,718		56,408
NON-INTEREST EXPENSE:
Salaries and related costs	82,204		74,097		158,809		148,390
Data and operational processing	21,825		19,314		43,882		38,299
Depreciation and amortization	23,205		7,031		31,546		14,481
Advertising and promotional	12,702		11,045		24,909		25,298
Professional services	9,293		9,072		22,626		18,967
Occupancy and equipment	5,191		4,206		9,811		8,524
FDIC and regulatory fees	6,749		6,992		12,368		12,948
Broker-dealer clearing charges	4,282		4,299		8,485		8,606
General and administrative expense	19,123		9,264		28,384		17,272
Total non-interest expense	184,574		145,320		340,820		292,785
INCOME BEFORE INCOME TAXES	175,513		150,330		325,402		309,522
INCOME TAXES	47,116		45,643		84,653		92,495
NET INCOME	$	128,397	$	104,687	$	240,749	$	217,027

Basic earnings per common share	$	2.27	$	1.83	$	4.25	$	3.81
Diluted earnings per common share	$	2.22	$	1.80	$	4.17	$	3.72

See accompanying notes to the condensed consolidated financial statements.

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AXOS FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three Months Ended				Six Months Ended
	December 31,				December 31,
(Dollars in thousands)	2025		2024		2025		2024
NET INCOME	$	128,397	$	104,687	$	240,749	$	217,027
Net unrealized gain (loss) from available-for-sale securities, net of income tax	1,287		(784)		1,541		535
Net unrealized gain (loss) on cash flow hedges, net of income tax	511		4,556		(27)		4,938
Other comprehensive income (loss)	1,798		3,772		1,514		5,473
COMPREHENSIVE INCOME	$	130,195	$	108,459	$	242,263	$	222,500

See accompanying notes to the condensed consolidated financial statements.

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AXOS FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)


			For the Three Months Ended December 31, 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—September 30, 2025			71,356,152	(14,712,605)	56,643,547	$	714	$	557,740	$	64	$	2,730,877	$	(496,274)		$	2,793,121
Net income			—	—	—	—		—		—		128,397		—			128,397
Other comprehensive income (loss)			—	—	—	—		—		1,798		—		—			1,798

Stock-based compensation activity			63,554	(29,778)	33,776	—		9,097		—		—		(2,321)			6,776
BALANCE—December 31, 2025			71,419,706	(14,742,383)	56,677,323	$	714	$	566,837	$	1,862	$	2,859,274	$	(498,595)		$	2,930,092



			For the Six Months Ended December 31, 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			—	—	—	—		—		—		240,749		—			240,749
Other comprehensive income (loss)			—	—	—	—		—		1,514		—		—			1,514

Stock-based compensation activity			318,064	(124,358)	193,706	3		17,942		—		—		(10,793)			7,152
BALANCE—December 31, 2025			71,419,706	(14,742,383)	56,677,323	$	714	$	566,837	$	1,862	$	2,859,274	$	(498,595)		$	2,930,092

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AXOS FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)



			For the Three Months Ended December 31, 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—September 30, 2024			70,562,333	(13,470,117)	57,092,216	$	706	$	520,795	$	(765)	$	2,297,957	$	(412,965)		$	2,405,728
Net income			—	—	—	—		—		—		104,687		—			104,687
Other comprehensive income (loss)			—	—	—	—		—		3,772		—		—			3,772

Stock-based compensation activity			8,999	(3,583)	5,416	—		8,067		—		—		(292)			7,775
BALANCE—December 31, 2024			70,571,332	(13,473,700)	57,097,632	$	706	$	528,862	$	3,007	$	2,402,644	$	(413,257)		$	2,521,962



			For the Six Months Ended December 31, 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			—	—	—	—		—		—		217,027		—			217,027
Other comprehensive income (loss)			—	—	—	—		—		5,473		—		—			5,473

Stock-based compensation activity			349,700	(146,633)	203,067	4		18,630		—		—		(9,768)			8,866
BALANCE—December 31, 2024			70,571,332	(13,473,700)	57,097,632	$	706	$	528,862	$	3,007	$	2,402,644	$	(413,257)		$	2,521,962

See accompanying notes to the condensed consolidated financial statements.

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AXOS FINANCIAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Six Months Ended
	December 31,
(Dollars in thousands)	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	240,749	$	217,027
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	31,546		14,481
Other accretion and amortization	(61,084)		(58,723)
Stock-based compensation expense	21,342		19,855
Trading activity	(231)		112
Provision for credit losses	42,255		26,248
Deferred income taxes	54,877		(15,419)
Origination of loans held for sale	(108,131)		(136,396)
Unrealized and realized gains on loans held for sale	(1,539)		(1,495)
Proceeds from sale of loans held for sale	93,606		133,064
Change in the fair value of servicing rights	2,417		1,278

Gain on repurchase of subordinated notes	—		(604)








Net change in assets and liabilities which provide (use) cash:
Securities borrowed	30,255		(47,460)
Customer, broker-dealer and clearing receivables	(24,588)		(58,859)
Other assets	(49,535)		96,702
Securities loaned	(10,557)		61,081
Customer, broker-dealer and clearing payables	8,121		8,466
Accounts payable and other liabilities	(46,962)		(26,060)



Net cash provided by operating activities	222,541		233,298
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of available-for-sale securities	(758,755)		(22,382)
Proceeds from sale and repayment of available-for-sale securities	15,840		67,004
Purchase of stock of regulatory agencies	—		(12,446)

Net change in loans held for investment	(2,304,838)		(439,354)
Proceeds from sale of loans originally classified as held for investment	137,314		223,011
Proceeds from sale of other real estate owned and repossessed assets	802		999
Purchase of BOLI policies	—		(100,000)

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

Purchases of furniture, equipment, software and intangibles	(27,841)		(23,870)
Purchases of other investments	(5,664)		(7,801)
Distributions received from other investments	75		81



Net cash used in investing activities	(3,417,515)		(314,758)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits	2,403,205		575,687

Repayments of the Federal Home Loan Bank term advances	—		(30,000)


Net (repayment) proceeds of other borrowings	15,000		45,000
Redemption of subordinated notes	(160,500)		—
Payments related to settlement of restricted stock units	(10,793)		(9,769)

Repayment of secured financings	(84,920)		—
Repurchase of subordinated notes	—		(11,803)
Payment of debt issuance costs	(2,861)		—
Proceeds from issuance of subordinated notes	200,000		—











Net cash provided by financing activities	2,359,131		569,115

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AXOS FINANCIAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Six Months Ended
	December 31,
(Dollars in thousands)	2025		2024
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(835,843)		487,655
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of year	$	2,176,354	$	2,185,776
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period	$	1,340,511	$	2,673,431
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid on interest-bearing liabilities	354,527		367,008
Income taxes paid	93,542		89,508
Transfers to other real estate and repossessed vehicles from loans held for investment	1,459		1,142
Transfers from loans held for investment to loans held for sale	136,589		227,539
Transfers from loans held for sale to loans held for investment	5,897		—
Operating lease liabilities from obtaining right of use assets	5,887		2,111
Non-cash Contingent Consideration	30,810		—

See accompanying notes to the condensed consolidated financial statements.

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AXOS FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTH PERIODS ENDED DECEMBER 31, 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 and six months ended December 31, 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 six months ended December 31, 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.

Derivatives. Commitments to fund mortgage loans (interest rate locks) to be sold into the secondary market and forward commitments for the future delivery of these mortgage loans are accounted for as freestanding derivatives. The Company enters into forward commitments for the future delivery of mortgage loans when interest rate locks are entered into, in order to economically hedge the change in interest rates resulting from its commitments to fund the loans. Changes in the fair values of these derivatives are included in “Mortgage banking and servicing rights income” on the Condensed Consolidated Statements of Income.

The Company makes markets in interest rate swap and cap derivatives to facilitate customer demand. The Company enters into offsetting derivative transactions to offset its interest rate risk associated with this customer transaction activity. The Company acquired as part of the FDIC Loan Purchase certain customer-facing interest rate derivatives and related market-facing derivatives which offset the Company’s interest rate risk. For additional information on these derivatives see Note 2— “Acquisitions” and Note 6— “Derivatives.” Changes in the fair values of these derivatives, and related fees, are included in “Banking and service fees” on the Condensed Consolidated Statements of Income.

Additionally, the Company applies hedge accounting to certain derivative instruments for interest rate risk management purposes. The Company uses such derivative instruments to hedge the fair value of certain fixed-rate available-for-sale investment securities and forecasted variable cash flows from floating-rate deposits. For designated cash flow hedges, changes in the fair value of the derivatives are initially recorded in other comprehensive income (“OCI”) and subsequently recognized in earnings once the hedged item affects earnings. Derivative gains and losses reclassified to earnings are recognized in interest expense on the Condensed Consolidated Statements of Income, consistent with the hedged floating-rate deposits. For designated fair value hedges, the change in the fair value of the derivative, offset by the change in the fair value attributable to the change in the associated benchmark interest rate of the hedged asset, is recognized in earnings each period in “Interest and dividend income—Investments and other” on the Condensed Consolidated Statements of Income.

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Hedge accounting relationships, including the associated risk management objective and strategy, are formally documented at inception. Additionally, the effectiveness of hedge accounting relationships is monitored throughout the duration of the hedge period. For cash flow hedges, hedge accounting treatment is discontinued either when the derivative is terminated, when it is determined that a derivative is not expected to be, or has ceased to be, effective as a hedge or if the Company removes the cash flow hedge designation. If a hedge accounting relationship is terminated, the amount in accumulated other comprehensive income (“AOCI”) is recognized in earnings when the cash flows that were originally hedged affect earnings. However, if the original hedged transaction is deemed probable not to occur, the corresponding amount in recorded AOCI is immediately recognized in income. For fair value hedges, hedge accounting treatment is discontinued when the criteria to be eligible for fair value hedge accounting is no longer satisfied, the derivative is terminated or if the Company removes the fair value hedge designation. If a fair value hedge accounting relationship is discontinued, any basis adjustment remaining on the hedged item is amortized to interest income or interest expense over the remaining life of the hedged item using the level-yield interest method.

The Company also enters into foreign exchange derivatives in order to economically hedge its foreign exchange exposure to certain loans denominated in non-U.S. dollar currencies. Changes in the fair values of these derivatives, and related fees, are included in “Banking and service fees” on the Condensed Consolidated Statements of Income.

Derivative assets and liabilities are not subject to any counterparty netting and are presented at fair value on a gross basis in “Other assets” and “Accounts payable and other liabilities”, respectively, in the Condensed Consolidated Balance Sheets. Cash flows related to derivative assets and liabilities are presented in “Net change in assets and liabilities which provide (use) cash-Other Assets” and “Net change in assets and liabilities which provide (use) cash-Accounts payable and other liabilities,” respectively, in the Condensed Consolidated Statements of Cash Flows.

In connection with its derivative transactions, the Company may receive or pledge cash collateral with its counterparties or central clearinghouses to satisfy initial, maintenance and/or variation margin requirements. Any required margin posted by the Company, other than variation margin on centrally-cleared derivatives, is included in “Restricted cash” in the Condensed Consolidated Balance Sheets. Variation margin on centrally-cleared derivatives is considered settlement of the derivative transaction, and as such, is presented net against the centrally-cleared derivative asset or liability within “Other assets” or “Accounts payable and other liabilities,” respectively, in the Condensed Consolidated Balance Sheets.

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.

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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.

In November 2025, the FASB issued ASU 2025‑08, which amends existing guidance for certain purchased seasoned loans which are not considered purchased credit deteriorated (“PCD”) loans. Following adoption of this guidance, purchased loans meeting certain criteria at acquisition are recognized at their purchase price plus an allowance for expected credit losses, in line with the existing accounting treatment of PCD loans. The standard is effective for all entities for annual reporting periods beginning after December 15, 2026, and for interim periods within those annual reporting periods, with early adoption permitted in an interim or annual reporting period. The Company does not expect any significant impact on its financial condition or results of operations upon adoption.

In November 2025, the FASB issued ASU 2025‑09, which amends certain hedge accounting guidance. Among other changes, this ASU permits groups of forecasted transactions in a designated cash flow hedging relationship using a single derivative to share similar risk characteristics versus the same risk characteristics as required under existing guidance. The standard is effective for all entities for annual reporting periods beginning after December 15, 2026, and for interim periods within those annual reporting periods. This standard is to be applied on a prospective basis for all hedging relationships and early adoption is permitted. The Company does not expect any significant impact on its financial condition or results of operations upon adoption.

In December 2025, the FASB issued ASU 2025‑11, which clarifies interim disclosure requirements, including providing a comprehensive list of interim disclosure requirements under U.S. GAAP and a disclosure principle that requires entities to disclose events since the last annual reporting period that have a material impact on the entity. The standard is effective for interim periods within annual reporting periods beginning after December 15, 2027. The Company does not expect any significant impact on its financial condition or results of operations upon adoption.

In December 2025, the FASB issued ASU 2025-12, which clarifies or otherwise modifies U.S. GAAP in a number of areas. The standard is effective for all entities for annual reporting periods beginning after December 15, 2026, and for interim periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period and adoption can be applied on prospectively or retrospectively, as well as on an issue-by-issue basis. The Company does not expect any significant impact on its financial condition or results of operations upon adoption.

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, inclusive of certain purchase price adjustments identified during the measurement period:


(Dollars in thousands)
Adjusted Verdant book value1	$	34,822
Purchase price premium paid by Axos	3,483
PURCHASE PRICE	$	38,305

1 Represents September 30, 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.

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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 $566.9 million, comprising $500.0 million to settle certain debt of Verdant, cash of $36.1 million (adjusted for net purchase price adjustments identified during the measurement period), 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 Condensed 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 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. As such, the Company made certain adjustments to the preliminary purchase consideration allocation during the three months ended December 31, 2025. The allocation may be further 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, including any purchase price adjustments identified during the measurement period:


(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 assets1	223,842
Goodwill and other intangible assets—net	65,557

TOTAL ASSETS	$	1,376,280
LIABILITIES:
Secured financings	$	778,110
Accounts payable and other liabilities	31,279
TOTAL LIABILITIES	$	809,389
TOTAL CONSIDERATION (Including $500.0 million to settle certain debt of Verdant and $30.8 million of Contingent Consideration)	$	566,891
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	$	38,305

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

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.

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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 and six months ended December 31, 2025 was $30.1 million for both periods. Verdant had net income of $2.3 million for the three months ended December 31, 2025 (using the Company’s effective income tax rate for the period) and incurred a net loss of $3.5 million for the six months ended December 31, 2025.

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.


	For the Three Months Ended December 31,		For the Six Months Ended December 31,
(Dollars in thousands)	2025	2024	2025	2024
Net interest income	331,709	284,540	629,182	580,000
Non-interest income	53,378	29,921	88,718	61,286
Net income	128,397	99,516	232,830	206,234

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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 December 31, 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:


	December 31, 2025
(Dollars in thousands)	Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
ASSETS:
Trading securities	$	880	$	—	$	880
Available-for-sale securities:

United States Treasury securities	746,100		—		746,100
Agency MBS	58,713		—		58,713
Non-Agency MBS	—		6,313		6,313


Total—Available-for-sale securities:	$	804,813	$	6,313	$	811,126
Loans held for sale	$	18,826	$	—	$	18,826
Servicing rights	$	—	$	25,431	$	25,431
Other assets—Derivative instruments1	$	19,146	$	—	$	19,146
LIABILITIES:
Accounts payable and other liabilities—Derivative instruments	$	54,014	$	—	$	54,014
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 instruments1	$	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 $41.4 million and $55.4 million of variation margin on centrally-cleared derivatives as of December 31, 2025 and June 30, 2025, respectively.

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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.

Securities—trading and available-for-sale. During the three months ended December 31, 2025, the Company purchased United States Treasury securities that it classified as available‑for‑sale. These securities are measured at fair value using quoted prices in active markets for similar assets and are classified under Level 2 of the fair value hierarchy.

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
	December 31, 2025
(Dollars in thousands)	Available-for-sale Securities: Non-Agency MBS		Servicing Rights1		Accounts payable and other liabilities—Contingent Consideration		Total
Opening balance	$	11,192	$	26,243	$	30,810	$	68,245


Total gains or losses for the period:


Included in earnings—Mortgage banking and servicing rights income	—		(1,189)		—		(1,189)
Included in earnings—General and administrative expense	—		—		—
Included in other comprehensive income	(103)		—		—		(103)
Purchases, retentions, issues, sales and settlements:
Purchases/Retentions	—		377		—		377


Settlements	(4,776)		—		—		(4,776)
Closing balance	$	6,313	$	25,431	$	30,810	$	62,554

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)



	For the Six Months Ended
	December 31, 2025
(Dollars in thousands)	Available-for-sale Securities: Non-Agency MBS		Servicing Rights1		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	—		(2,378)		—		(2,378)
Included in earnings—General and administrative expense	—		—		—
Included in other comprehensive income	13		—		—		13
Purchases, retentions, issues, sales and settlements:
Purchases/Retentions	—		591		30,810		31,401


Settlements	(9,269)		—				(9,269)
Closing balance	$	6,313	$	25,431	$	30,810	$	62,554

Change in unrealized gains or losses for the period included in earnings for assets held at the end of the reporting period	$	—	$	(2,378)	$	—	$	(2,378)

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 $0.1 million and $0.5 million for the three and six months ended December 31, 2025, respectively, and a decrease in servicing rights value resulting from market-driven changes in interest rates of $1.0 million and $1.8 million for the three and six months ended December 31, 2025, respectively. Additions to servicing rights were related to purchases and servicing rights retained upon sale of loans held for sale.

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	For the Three Months Ended
	December 31, 2024
(Dollars in thousands)	Available-for-sale Securities: Non-Agency MBS		Servicing Rights1		Total
Opening balance	$	91,309	$	27,335	$	118,644


Total gains or losses for the period:


Included in earnings—Mortgage banking and servicing rights income	—		487		487
Included in other comprehensive income	(394)		—		(394)
Purchases, retentions, issues, sales and settlements:
Purchases/Retentions	—		223		223


Settlements	(43,503)		—		(43,503)
Closing balance	$	47,412	$	28,045	$	75,457

Change in unrealized gains or losses for the period included in earnings for assets held at the end of the reporting period	$	—	$	487	$	487



	For the Six Months Ended
	December 31, 2024
(Dollars in thousands)	Available-for-sale Securities: Non-Agency MBS		Servicing Rights1		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	—		(1,364)		(1,364)
Included in other comprehensive income	388		—		388
Purchases, retentions, issues, sales and settlements:
Purchases/Retentions	—		485		485


Settlements	(63,904)		—		(63,904)
Closing balance	$	47,412	$	28,045	$	75,457

Change in unrealized gains or losses for the period included in earnings for assets held at the end of the reporting period	$	—	$	(1,364)	$	(1,364)

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 $0.7 million and $0.9 million for the three and six months ended December 31, 2024, respectively, and an increase in servicing rights value resulting from market-driven changes in interest rates of $1.1 million for the three months ended December 31, 2024 and a decrease of $0.5 million for the six months ended December 31, 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:

December 31, 2025

(Dollars in thousands)

Fair Value

Valuation Technique

Unobservable Input

Range (Weighted Average)1

Available-for-sale securities: Non-Agency MBS

6,313

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% (11.0%)

1.5 to 3.0% (1.9%)

35.0 to 68.9% (54.7%)

2.5 to 4.2% (3.0%)

0.0 to 88.4% (31.3%)

Servicing Rights

25,431

Discounted Cash Flow

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

4.7 to 33.9% (10.7%)

2.1 to 12.8 (8.6)

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% (39.2%)

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)	December 31, 2025		June 30, 2025
Aggregate fair value	$	18,826	$	10,012
Contractual balance	18,485		9,870
Unrealized gain	$	341	$	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 December 31,				For the Six Months Ended December 31,
(Dollars in thousands)	2025		2024		2025		2024
Interest income	$	185	$	249	$	366	$	537
Change in fair value	(203)		(384)		337		(367)
Total	$	(18)	$	(135)	$	703	$	170

Fair Value of Financial Instruments

Carrying amounts and estimated fair values of financial instruments at December 31, 2025 and June 30, 2025 were:


	December 31, 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	$	1,340,511	$	1,340,511	$	—	$	—	$	1,340,511
Trading securities	880		—		880		—		880
Available-for-sale securities	811,126		—		804,813		6,313		811,126
Stock of regulatory agencies	35,167		—		35,167		—		35,167
Loans held for sale, at fair value	18,826		—		18,826		—		18,826

Loans held for investment—net	24,272,552		—		—		24,537,923		24,537,923
Securities borrowed	109,141		—		—		108,050		108,050
Customer, broker-dealer and clearing receivables	277,308		—		—		275,508		275,508
Servicing rights	25,431		—		—		25,431		25,431
Other assets - derivative instruments1	19,146		—		19,146		—		19,146
Financial liabilities:
Total deposits	23,232,748		—		22,880,166		—		22,880,166
Advances from the Federal Home Loan Bank	60,000		—		57,332		—		57,332
Secured financings	691,507		—		687,602		—		687,602
Borrowings, subordinated notes and debentures	364,814		—		356,314		—		356,314
Securities loaned	128,869		—		—		128,214		128,214
Customer, broker-dealer and clearing payables	358,727		—		—		358,727		358,727
Accounts payable and other liabilities - derivative instruments	54,014		—		54,014		—		54,014
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 instruments1	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 $41.4 million and $55.4 million of variation margin on centrally-cleared derivatives as of December 31, 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:


	December 31, 2025
(Dollars in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
United States Treasury securities	$	744,378	$	1,722	$	—	$	746,100
Mortgage-backed securities (MBS):
Agency1	$	59,797	$	428	$	(1,512)	$	58,713
Non-agency2	5,126		1,275		(88)		6,313
Total mortgage-backed securities	64,923		1,703		(1,600)		65,026





Total available-for-sale securities	$	809,301	$	3,425	$	(1,600)	$	811,126



	June 30, 2025
(Dollars in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Mortgage-backed securities (MBS):
Agency1	$	48,229	$	327	$	(1,799)	$	46,757
Non-agency2	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 and six months ended December 31, 2025 and December 31, 2024. There was no amount in the allowance for credit losses for available-for-sale securities at December 31, 2025 and June 30, 2025.

The face amounts of available-for-sale securities pledged to secure borrowings were $750.6 million and $0.6 million as of December 31, 2025 and June 30, 2025.

There were no sales of available-for-sale securities during the three and six months ended December 31, 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:


	December 31, 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
United States Treasury securities	$	—	$	—	$	—	$	—	$	—	$	—
MBS:
Agency	$	12,558	$	(34)	$	15,733	$	(1,478)	$	28,291	$	(1,512)
Non-agency	2,803		(64)		189		(24)		2,992		(88)
Total MBS	15,361		(98)		15,922		(1,502)		31,283		(1,600)





Total available-for-sale securities	$	15,361	$	(98)	$	15,922	$	(1,502)	$	31,283	$	(1,600)

	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 December 31, 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
United States Treasury securities	$	744,378	$	—	$	497,800	$	246,578	$	—
MBS:
Agency	$	59,797	$	14,657	$	35,182	$	8,761	$	1,197
Non-Agency	5,126		1,852		1,091		1,138		1,045
Total MBS	$	64,923	$	16,509	$	36,273	$	9,899	$	2,242



Available-for-sale—Amortized cost	$	809,301	$	16,509	$	534,073	$	256,477	$	2,242
Available-for-sale—Fair value	$	811,126	$	16,429	$	534,801	$	257,471	$	2,425

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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)	December 31, 2025		June 30, 2025
Single Family - Mortgage & Warehouse	$	4,795,055	$	4,395,278
Multifamily and Commercial Mortgage	2,497,905		2,940,739
Commercial Real Estate	8,402,806		6,937,187
Commercial & Industrial - Non-RE	8,503,598		6,795,497
Auto & Consumer	576,243		482,996

Total gross loans	24,775,607		21,551,697
Allowance for credit losses - loans	(327,043)		(290,049)
Unaccreted premiums (discounts) and loan fees	(176,012)		(212,038)
Total net loans	$	24,272,552	$	21,049,610

Accrued interest receivable on loans held for investments totaled $122.6 million and $109.6 million as of December 31, 2025 and June 30, 2025, respectively.

At December 31, 2025 and June 30, 2025, the Company pledged certain loans totaling $4,025.1 million and $4,284.7 million, respectively, to the Federal Home Loan Bank (“FHLB”) and $10,358.8 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 December 31, 2025:


	Total Real Estate Loans		Single Family - Mortgage & Warehouse		Multifamily and Commercial Mortgage		Commercial Real Estate
Weighted-Average LTV	49	%	57	%	51	%	44	%
Median LTV	50	%	53	%	41	%	46	%

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


	For the Three Months December 31,				For the Six Months Ended December 31,
(Dollars in thousands)	2025		2024		2025		2024
Provision for credit losses - loans	$	22,250	$	11,748	$	37,505	$	23,248
Provision for credit losses - unfunded lending commitments	2,750		500		4,750		3,000
Total provision for credit losses	$	25,000	$	12,248	$	42,255	$	26,248

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



	For the Three Months Ended December 31, 2025
(Dollars in thousands)	Single Family-Mortgage & Warehouse		Multifamily and Commercial Mortgage		Commercial Real Estate		Commercial & Industrial - Non-RE		Auto & Consumer		Total
Balance at October 1, 2025	$	10,171	$	21,283	$	120,349	$	138,037	$	17,591	$	307,431

Provision (benefit) for credit losses - loans	(1,469)		30		9,789		11,986		1,914		22,250
Charge-offs	(11)		(538)		—		(2,130)		(2,079)		(4,758)
Recoveries	368		10		—		840		902		2,120
Balance at December 31, 2025	$	9,059	$	20,785	$	130,138	$	148,733	$	18,328	$	327,043

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	For the Three Months Ended December 31, 2024
(Dollars in thousands)	Single Family-Mortgage & Warehouse		Multifamily and Commercial Mortgage		Commercial Real Estate		Commercial & Industrial - Non-RE		Auto & Consumer		Total
Balance at October 1, 2024	$	17,453	$	65,608	$	95,032	$	76,555	$	9,206	$	263,854

Provision (benefit) for credit losses - loans	(1,355)		(6,334)		7,422		8,030		3,985		11,748
Charge-offs	—		(3,197)		—		(130)		(2,495)		(5,822)
Recoveries	6		—		—		—		819		825
Balance at December 31, 2024	$	16,104	$	56,077	$	102,454	$	84,455	$	11,515	$	270,605



	For the Six Months Ended December 31, 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	(3,040)		(1,007)		16,338		20,842		4,372		37,505
Charge-offs	(406)		(4,456)		(4)		(2,385)		(3,865)		(11,116)
Recoveries	396		10		—		840		1,564		2,810
Balance at December 31, 2025	$	9,059	$	20,785	$	130,138	$	148,733	$	18,328	$	327,043



	For the Six Months Ended December 31, 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	(891)		(8,140)		14,674		11,585		6,020		23,248
Charge-offs	—		(6,554)		—		(3,162)		(5,344)		(15,060)
Recoveries	52		—		—		—		1,823		1,875
Balance at December 31, 2024	$	16,104	$	56,077	$	102,454	$	84,455	$	11,515	$	270,605

For the three and six months ended December 31, 2025, the allowance for credit losses for loans increased primarily due to the provision for credit losses, partially offset by net charge-offs. The provision for credit losses for the three months ended December 31, 2025 reflects loan growth primarily in the commercial real estate and commercial & industrial - Non-RE portfolios, as well as the impact of macroeconomic variables used in the allowance for credit losses model, primarily the forecasted consumer price index, corporate bond yields, and the five-year U.S. Treasury rate. For the six months ended December 31, 2025, the increase in the allowance for credit losses was also due to the Verdant acquisition, which included the acquisition of PCD assets and also resulted in a post-acquisition provision for credit losses on the loans and leases acquired.

Loan 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.

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As part of its lending activities, the Company makes certain off-balance lending commitments. For additional information on these and other commitments, see Note 10—“Commitments and Contingencies.” The following tables present a summary of the activity in the allowance for credit losses for off-balance sheet lending commitments:


	Three Months Ended December 31,
(Dollars in thousands)	2025		2024
Balance at October 1,	$	12,891	$	12,723
Provision (benefit) for credit losses - unfunded lending commitments	2,750		500
Balance at December 31,	$	15,641	$	13,223

	Six Months Ended December 31,
(Dollars in thousands)	2025		2024
Balance at July 1,	$	10,891	$	10,223
Provision (benefit) for credit losses - unfunded lending commitments	4,750		3,000
Balance at December 31,	$	15,641	$	13,223

The increase in the allowance for off-balance sheet lending commitments for the three and six months ended December 31, 2025, was primarily driven by unfunded lending commitment growth, primarily in the commercial real estate and commercial & industrial - non-RE portfolios.

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


	December 31, 2025
(Dollars in thousands)	Single Family-Mortgage & Warehouse		Multifamily and Commercial Mortgage		Commercial Real Estate		Commercial & Industrial - Non-RE		Auto & Consumer		Total
Performing	$	4,739,034	$	2,491,575	$	8,381,023	$	8,438,971	$	573,463	$	24,624,066
Nonaccrual	56,021		6,330		21,783		64,627		2,780		151,541
Total	$	4,795,055	$	2,497,905	$	8,402,806	$	8,503,598	$	576,243	$	24,775,607
Nonaccrual loans to total loans											0.61		%


	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 December 31, 2025 and June 30, 2025. There was no interest income recognized on nonaccrual loans in the three and six months ended December 31, 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.

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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.


	December 31, 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	$	442,980	$	553,294	$	209,209	$	398,361	$	1,015,466	$	1,038,485	$	1,041,741	$	4,699,536
Special Mention	—		—		—		2,659		9,336		23,550		1,714		37,259
Substandard	—		13,922		—		—		8,756		35,582		—		58,260
Doubtful	—		—		—		—		—		—		—		—
Total	442,980		567,216		209,209		401,020		1,033,558		1,097,617		1,043,455		4,795,055
Year-to-date gross charge-offs	—		—		—		—		48		358		—		406
Multifamily and Commercial Mortgage
Pass	93,312		75,377		20,367		565,115		752,569		952,056				2,458,796
Special Mention	—		—		—		3,394		—		1,540		—		4,934
Substandard	—		—		—		9,141		22,011		3,023		—		34,175
Doubtful	—		—		—		—		—		—		—		—
Total	93,312		75,377		20,367		577,650		774,580		956,619		—		2,497,905
Year-to-date gross charge-offs	—		—		—		—		—		4,456		—		4,456
Commercial Real Estate
Pass	1,582,033		3,265,363		1,310,532		732,111		233,790		182,613		1,059,978		8,366,420
Special Mention	—		—		—		—		—		—				—
Substandard	—		—		—		7,060		—		14,721		14,605		36,386
Doubtful	—		—		—		—		—		—		—		—
Total	1,582,033		3,265,363		1,310,532		739,171		233,790		197,334		1,074,583		8,402,806
Year-to-date gross charge-offs	—		—		—		—		—		4		—		4
Commercial & Industrial - Non-RE
Pass	1,182,128		1,434,136		934,207		346,221		112,811		83,536		4,020,356		8,113,395
Special Mention	6,004		9,724		30,194		6,789		1,213		52		—		53,976
Substandard	3,673		11,154		132,157		11,611		144,580		5,892		25,934		335,001
Doubtful	—		992		48				131		55		—		1,226
Total	1,191,805		1,456,006		1,096,606		364,621		258,735		89,535		4,046,290		8,503,598
Year-to-date gross charge-offs	—		440		830		391		402		322		—		2,385
Auto & Consumer
Pass	185,791		184,233		40,399		56,375		82,654		23,057		—		572,509
Special Mention	132		198		77		205		248		41		—		901
Substandard	408		1,476		21		218		555		155		—		2,833
Doubtful	—		—		—		—		—		—		—		—
Total	186,331		185,907		40,497		56,798		83,457		23,253		—		576,243
Year-to-date gross charge-offs	124		1,359		217		853		664		648		—		3,865
Total
Pass	3,486,244		5,512,403		2,514,714		2,098,183		2,197,290		2,279,747		6,122,075		24,210,656
Special Mention	6,136		9,922		30,271		13,047		10,797		25,183		1,714		97,070
Substandard	4,081		26,552		132,178		28,030		175,902		59,373		40,539		466,655
Doubtful	—		992		48		—		131		55		—		1,226
Total	$	3,496,461	$	5,549,869	$	2,677,211	$	2,139,260	$	2,384,120	$	2,364,358	$	6,164,328	$	24,775,607
As a % of total gross loans	14.1%		22.4%		10.8%		8.6%		9.6%		9.5%		24.9%		100%
Year-to-date gross charge-offs	$	124	$	1,799	$	1,047	$	1,244	$	1,114	$	5,788	$	—	$	11,116

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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:


	December 31, 2025
(Dollars in thousands)	Current			30-59 Days			60-89 Days			90+ Days			Total
Single Family-Mortgage & Warehouse	$	4,714,982		$	24,781		$	7,426		$	47,866		$	4,795,055
Multifamily and Commercial Mortgage	2,488,554			3,443			4,232			1,676			2,497,905
Commercial Real Estate	8,368,891			12,132			—			21,783			8,402,806
Commercial & Industrial - Non-RE	8,453,139			14,960			14,939			20,560			8,503,598
Auto & Consumer	568,656			4,585			1,011			1,991			576,243


Total	$	24,594,222		$	59,901		$	27,608		$	93,876		$	24,775,607
As a % of total gross loans	99.27		%	0.24		%	0.11		%	0.38		%	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 December 31, 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 $29.0 million and $30.4 million as of December 31, 2025 and June 30, 2025, respectively.

Direct Financing Leases and Sales-Type Leases. The Company acts as a lessor in certain direct financing leases and sales-type leases, which are included in Commercial & Industrial - Non-RE in the preceding tables. The following table presents the aggregate interest income earned under directing financing and sales-type leases for the periods presented. For additional information on these leases, see Note 1—“Organizations and Summary of Significant Accounting Policies” in the 2025 Form 10-K.


	For the Three Months Ended December 31,				For the Six Months Ended December 31,
(Dollars in thousands)	2025		2024		2025		2024
Lease interest income	$	34,860	$	3,779	$	41,015	$	6,437

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.

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	December 31, 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 contracts1	$	1,900,000	$	4,359	$	—	$	400,000	$	1,950	$	—
Derivatives not designated as hedging instruments
Interest rate contracts1	2,515,210		14,749		53,989		2,761,021		15,782		68,427
Foreign exchange contracts	34,563		38		25		9,570		2		71
Total derivatives	$	4,449,773	$	19,146	$	54,014	$	3,170,591	$	17,734	$	68,498

1 Derivative Assets are presented net of $41.4 million and $55.4 million of variation margin on centrally-cleared derivatives as of December 31, 2025 and June 30, 2025, respectively.

Derivatives designated as fair value hedging instruments

The following table presents pre-tax fair value gains/(losses) on derivative instruments used in fair value hedge accounting relationships and the change in fair value of the hedged item. For additional information on the Company’s designated fair value hedges, see Note 1 —“Summary of Significant Accounting Policies.”


	For the Three Months Ended December 31,				For the Six Months Ended December 31,
(Dollars in thousands)	2025		2024		2025		2024
Change in fair value of derivative instruments	$	1,845	$	—	$	1,845	$	—
Change in fair value of hedged items	$	(1,845)	$	—	$	(1,845)	$	—

The following table presents the carrying amount of available-for-sale securities in designated fair value hedge relationships and the cumulative amount of fair value hedge basis adjustments.


	As of December 31, 2025				As of June 30, 2025
(Dollars in thousands)	Amortized Cost		Cumulative Amount of Basis Adjustments1		Amortized Cost		Cumulative Amount of Basis Adjustments1
Available-for-sale securities—United States Treasury securities	$	744,378	$	(1,845)	$	—	$	—

1 The cumulative amount of basis adjustments relates to active fair value hedges.

Derivatives designated as cash flow 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 December 31,				For the Six Months Ended December 31,
(Dollars in thousands)	2025		2024		2025		2024
Amounts recorded in other comprehensive income	$	2,476	$	8,073	$	2,850	$	8,626
Amounts reclassified from AOCI to income	(1,770)		$	(1,478)	(2,888)		$	(1,478)
Total change in OCI for period	$	706	$	6,595	$	(38)	$	7,148

The Company did not experience any forecasted transactions that failed to occur during the three and six months ended December 31, 2025 or 2024. There are no amounts excluded from the assessment of hedge effectiveness.

As of December 31, 2025, the Company expects that approximately $2.0 million of pre-tax net gain related to cash flow hedges recorded in AOCI will be recognized in income over the next 12 months. The maximum length of time over which forecasted transactions are hedged is approximately 1.7 years.

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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 December 31,				For the Six Months Ended December 31,
(Dollars in thousands)	2025		2024		2025		2024
Interest rate contracts
Banking and service fees	$	(753)	$	(185)	$	(1,311)	$	(1,557)
Mortgage banking and servicing rights income	(316)		(134)		101		(385)
Foreign exchange contracts
Banking and service fees	(904)		—		(365)		—

The aggregate foreign exchange transaction gain/loss for the three and six months ended December 31, 2025 was a loss of approximately $0.3 million and a gain of $0.2 million, respectively. It was insignificant for the three and six months ended December 31, 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:


	December 31, 2025
(Dollars in thousands)	Gross Assets / Liabilities		Amounts Offset		Net Balance Sheet Amount		Financial Collateral		Cash Collateral		Net Assets / Liabilities
Assets:
Securities borrowed	$	109,141	$	—	$	109,141	$	109,141	$	—	$	—
Other Assets — Derivative Assets1	19,147		—		19,147		4,767		6,370		8,010
Liabilities:
Securities loaned	$	128,869	$	—	$	128,869	$	128,869	$	—	$	—
Accounts Payable and Other Liabilities — Derivative Liabilities	54,014		—		54,014		4,767		1,262		47,985


	June 30, 2025
(Dollars in thousands)	Gross Assets / Liabilities		Amounts Offset		Net Balance Sheet Amount		Financial Collateral		Cash Collateral		Net Assets / Liabilities
Assets:
Securities borrowed	$	139,396	$	—	$	139,396	$	139,396	$	—	$	—
Other Assets — Derivative Assets1	17,734		—		17,734		4,782		6,392		6,560
Liabilities:
Securities loaned	$	139,426	$	—	$	139,426	$	139,426	$	—	$	—
Accounts Payable and Other Liabilities — Derivative Liabilities	68,497		—		68,497		4,782		1,340		62,375

1 Gross amounts of Other Assets - Derivative Assets are presented net of $41.4 million and $55.4 million of variation margin on centrally-cleared derivatives as of December 31, 2025 and June 30, 2025, respectively.

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

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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. On November 13, 2025, the Company’s stockholders approved an amendment to the 2014 Plan, which increased the maximum aggregate number of shares which may be issued under the 2014 Plan to 7,780,000 shares. 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 December 31, 2025, 2,038,794 shares of common stock were authorized for future awards under the 2014 Plan. As of December 31, 2025, the total compensation cost not yet recognized related to non-vested awards was $68.0 million, which is expected to be recognized over a weighted-average period of 1.3 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	434,787	89.20
Vested	(318,064)	53.21
Forfeited	(57,362)	59.76
Non-vested balance at December 31, 2025	1,623,377	$	64.83

The total fair value of shares vested for the three and six months ended December 31, 2025 was $5.0 million and $27.8 million, respectively. The total fair value of shares vested for the three and six months ended December 31, 2024 was $0.7 million and $23.2 million, respectively.

Common Stock Repurchase Program

As of December 31, 2025, there was $148.1 million of share repurchase authorization remaining under the Company’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 and six months ended December 31, 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.

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 December 31, 2025
(Dollars in thousands)	Unrealized gain (loss) on available-for-sale securities		Cash flow hedges		Accumulated other comprehensive income
Balance at September 30, 2025	$	(526)	$	590	$	64
Other comprehensive income/(loss)	1,287		511		1,798
Balance at December 31, 2025	$	761	$	1,101	$	1,862

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	For the Three Months Ended December 31, 2024
(Dollars in thousands)	Unrealized gain (loss) on available-for-sale securities		Cash flow hedges		Accumulated other comprehensive income
Balance at September 30, 2024	$	(1,147)	$	382	$	(765)
Other comprehensive income/(loss)	(784)		4,556		3,772
Balance at December 31, 2024	$	(1,931)	$	4,938	$	3,007



	For the Six Months Ended December 31, 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)	1,541		(27)		1,514
Balance at December 31, 2025	$	761	$	1,101	$	1,862



	For the Six Months Ended December 31, 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)	535		4,938		5,473
Balance at December 31, 2024	$	(1,931)	$	4,938	$	3,007

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



	For the Three Months Ended December 31, 2025						For the Three Months Ended December 31, 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	$	1,773	$	(486)	$	1,287	$	(1,153)	$	369	$	(784)
Reclassification adjustment for realized (gains)/losses included in net income	—		—		—		—		—		—
Net change	$	1,773	$	(486)	$	1,287	$	(1,153)	$	369	$	(784)
Cash flow hedges:
Net unrealized gains/(losses) arising during the period	$	2,476	$	(686)	$	1,790	$	8,073	$	(2,496)	$	5,577
Reclassification adjustment for realized (gains)/losses included in net income	(1,770)		491		(1,279)		(1,478)		457		(1,021)
Net change	706		(195)		511		6,595		(2,039)		4,556
Total other comprehensive income/(loss)	$	2,479	$	(681)	$	1,798	$	5,442	$	(1,670)	$	3,772



	For the Six Months Ended December 31, 2025						For the Six Months Ended December 31, 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	$	2,123	$	(582)	$	1,541	$	731	$	(196)	$	535
Reclassification adjustment for realized (gains)/losses included in net income	—		—		—		—		—		—
Net change	$	2,123	$	(582)	$	1,541	$	731	$	(196)	$	535
Cash flow hedges:
Net unrealized gains/(losses) arising during the period	$	2,850	$	(790)	$	2,060	$	8,626	$	(2,667)	$	5,959
Reclassification adjustment for realized (gains)/losses included in net income	(2,888)		801		(2,087)		(1,478)		457		(1,021)
Net change	(38)		11		(27)		7,148		(2,210)		4,938
Total other comprehensive income	$	2,085	$	(571)	$	1,514	$	7,879	$	(2,406)	$	5,473

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9. EARNINGS PER COMMON SHARE

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


	Three Months Ended				Six Months Ended
	December 31,				December 31,
(Dollars in thousands, except per share data)	2025		2024		2025		2024
Earnings Per Common Share
Net income	$	128,397	$	104,687	$	240,749	$	217,027
Average common shares issued and outstanding	56,660,833		57,094,153		56,586,710		57,014,412
Earnings per common share	$	2.27	$	1.83	$	4.25	$	3.81
Diluted Earnings Per Common Share

Average common shares issued and outstanding	56,660,833		57,094,153		56,586,710		57,014,412
Dilutive effect of average unvested RSUs	1,070,506		1,131,853		1,205,436		1,248,511
Average dilutive common shares outstanding	57,731,339		58,226,006		57,792,146		58,262,923
Diluted earnings per common share	$	2.22	$	1.80	$	4.17	$	3.72
Weighted average antidilutive common stock equivalents (excluded from the computation of EPS)	187,149		32,933		107,965		17,333

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

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 Condensed 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)	December 31, 2025
Commitments to fund loans	$	6,360,941
Commitments to sell loans	$	4,424
Standby letters of credit	$	7,901
Commitments to contribute capital - Non-LIHTC	$	3,494

In addition, the Company has $41.7 million of commitments to contribute capital to low-income housing tax credit (“LIHTC”) investments included in “Accounts payable and other liabilities” on the Condensed 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.

Other Commitments. On December 31, 2025, the Bank signed an agreement to purchase a multi-building commercial office complex and associated amenities located in San Diego, California. On January 23, 2026, the all-cash transaction closed for approximately $125 million.

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Litigation. A consolidated derivative action, In re BofI Holding, Inc., Case No. 15cv2722GPC (KSC), was originally filed in the United States District Court for the Southern District of California (the “Derivative Action”) on December 3, 2015. The complaint in the Derivative Action set forth allegations made in a related and since concluded 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 January 2, 2024, the Derivative Action plaintiff filed a Third Amended Complaint. 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, which appeal is pending. The Derivative Action 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 requiring changes in operations or 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 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 interlocutory 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. On December 29, 2025, the appellate court hearing the interlocutory appeal ruled that it lacked interlocutory jurisdiction over the matter and dismissed the appeal on jurisdictional grounds. 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.

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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 December 31, 2025
(Dollars in thousands)	Banking Business Segment		Securities Business Segment		Corporate/Eliminations		Axos Consolidated
Net interest income	$	328,499	$	8,642	$	(5,432)	$	331,709
Provision for credit losses	25,000		—		—		25,000
Non-interest income1	32,812		30,171		(9,605)		53,378
Non-interest expense—Salaries and related costs	61,203		14,760		6,241		82,204
Non-interest expense—Other segment items2	88,334		14,342		(306)		102,370
Total non-interest expense1	149,537		29,102		5,935		184,574
Income before taxes	$	186,774	$	9,711	$	(20,972)	$	175,513

	For the Three Months Ended December 31, 2024
(Dollars in thousands)	Banking Business Segment		Securities Business Segment		Corporate/Eliminations		Axos Consolidated
Net interest income	$	276,720	$	7,007	$	(3,628)	$	280,099
Provision for credit losses	12,248		—		—		12,248
Non-interest income1	2,948		29,004		(4,153)		27,799
Non-interest expense—Salaries and related costs	50,774		14,460		8,863		74,097
Non-interest expense—Other segment items2	63,762		13,718		(6,257)		71,223
Total non-interest expense1	114,536		28,178		2,606		145,320
Income before taxes	$	152,884	$	7,833	$	(10,387)	$	150,330
1 Includes $9.9 million and $9.7 million for the three months ended December 31, 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 Condensed Consolidated Statements of Income.
	For the Six Months Ended December 31, 2025
(Dollars in thousands)	Banking Business Segment		Securities Business Segment		Corporate/Eliminations		Axos Consolidated
Net interest income	$	615,699	$	16,836	$	(9,776)	$	622,759
Provision for credit losses	42,255		—		—		42,255
Non-interest income1	45,187		59,628		(19,097)		85,718
Non-interest expense—Salaries and related costs	116,543		29,510		12,756		158,809
Non-interest expense—Other segment items2	161,487		28,959		(8,435)		182,011
Total non-interest expense1	278,030		58,469		4,321		340,820
Income before taxes	$	340,601	$	17,995	$	(33,194)	$	325,402

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	For the Six Months Ended December 31, 2024
(Dollars in thousands)	Banking Business Segment		Securities Business Segment		Corporate/Eliminations		Axos Consolidated
Net interest income	$	565,212	$	14,274	$	(7,339)	$	572,147
Provision for credit losses	26,248		—		—		26,248
Non-interest income1	11,538		58,906		(14,036)		56,408
Non-interest expense—Salaries and related costs	102,731		29,185		16,474		148,390
Non-interest expense—Other segment items2	130,120		27,084		(12,809)		144,395
Total non-interest expense1	232,851		56,269		3,665		292,785
Income before taxes	$	317,651	$	16,911	$	(25,040)	$	309,522
1 Includes $19.6 million and $20.3 million for the six months ended December 31, 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 Condensed Consolidated Statements of Income.
	As of December 31, 2025
(Dollars in thousands)	Banking Business Segment		Securities Business Segment		Corporate/Eliminations		Axos Consolidated
Goodwill	$	82,378	$	59,953	$	1,999	$	144,330
Total Assets	$	27,379,088	$	765,247	$	57,071	$	28,201,406

	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				For the Six Months Ended
	December 31,				December 31,
(Dollars in thousands)	2025		2024		2025		2024
Advisory fee income	$	8,829	$	7,982	$	17,354	$	15,927
Broker-dealer clearing fees	6,167		5,706		11,981		10,778
Deposit service fees	3,413		2,537		4,581		3,310
Card fees and other	2,509		683		3,025		1,606
Bankruptcy trustee and fiduciary service fees	958		1,106		1,527		2,395
Non-interest income (in-scope of ASC 606)	21,876		18,014		38,468		34,016
Non-interest income (out-of-scope of ASC 606)	31,502		9,785		47,250		22,392
Total non-interest income	$	53,378	$	27,799	$	85,718	$	56,408

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12. BORROWINGS, SUBORDINATED NOTES AND DEBENTURES

Borrowings from other banks. As of December 31, 2025, Axos Clearing borrowed $15 million on its $95.0 million unsecured line of credit at a fixed rate per annum of 6.25%.

Subordinated Loans. The Company issued subordinated loans totaling $7.5 million on January 28, 2019, to the principal stockholders of Cor Securities Holdings, Inc. (“COR Securities”) in an equal principal amount, with a maturity of 15 months and a 6.25% interest rate, to serve as the sole source of payment of indemnification obligations of the principal stockholders of COR Securities under the applicable merger agreement. During the fiscal year ended June 30, 2019, $0.1 million of subordinated loans were repaid. The Company made an indemnification claim against the $7.4 million. Following such claim, the principal stockholders of COR Securities filed an action seeking a declaratory judgment that they are not obligated under the merger agreement to indemnify the Company and on November 7, 2025, the declaratory judgment was entered. Further proceedings related to this matter may be initiated. As a result of the declaratory judgment, the Company accrued $7.0 million in “General and administrative expense” in the Condensed Consolidated Statements of Income for the three and six months ended December 31, 2025.

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.

13. OTHER ASSETS

“Other Assets” in the Condensed 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 December 31,				For the Six Months Ended December 31,
(Dollars in thousands)	2025		2024		2025		2024
Tax credits recognized	$	1,813	$	1,386	$	4,095	$	2,806
Other tax benefits recognized	1,126		156		2,216		468
Amortization	(2,338)		(1,247)		(4,902)		(2,653)
Net benefit (expense) included in income tax expense	601		295		1,409		621


Other income (loss) included in banking and service fees	20		—		29		—
Net benefit (expense) included in the Condensed Consolidated Statements of Income	$	621	$	295	$	1,438	$	621

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The Company recognized the following investments on its balance sheets.


(Dollars in thousands)	As of December 31, 2025		As of June 30, 2025
LIHTC investments	$	79,973	$	84,875
LIHTC unfunded commitments1	$	41,717	$	47,381

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

For the three and six months ended December 31, 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 and six months ended December 31, 2025 and 2024, there has been no impairment loss recognized from the forfeiture or ineligibility of income tax credits.

Operating Leases—Lessor. The following table summarizes operating lease income recognized by the Company as lessor under operating lease arrangements for the periods presented. Operating lease income is included in “Banking and service fees” in the Condensed Consolidated Statements of Income.


	For the Three Months Ended December 31,				For the Six Months Ended December 31,
(Dollars in thousands)	2025		2024		2025		2024
Operating lease income	$	14,101	$	—	$	14,101	$	—

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 December 31, 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.


(Dollars in thousands)	As of December 31, 2025		As of June 30, 2025

Restricted cash	$	36,227	$	—
Loans—net of allowance for credit losses	1,568,922		1,276,101
Other assets	161,743		—
Secured financings	691,507		—
Accounts payable and other liabilities	17,624		—

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As part of its securitization activities, Verdant issued a series of notes to provide additional financing to its business. The notes outstanding as of December 31, 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

Final Maturity Date / Range

Outstanding Principal at December 31, 2025

(Dollars in thousands)

2022-01

Class A, B, C, D

6.59% to 8.67%

February 2030

12,680

2023-01

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

6.05% to 7.75%

January 2031

115,990

2024-01

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

5.68% to 7.23%

December 2031

197,681

2025-01

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

4.66% to 6.49%

March 2028 to
May 2033

354,619

Total

680,970

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 $28.2 billion in assets and approximately $44.4 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 December 31,				For the Six Months Ended December 31,
(Dollars in thousands, except per share data)	2025		2024		2025		2024
Net income	$	128,397	$	104,687	$	240,749	$	217,027


Acquisition-related costs1	2,419		1,645		5,360		4,199

Verdant acquisition - Provision for credit losses	$	—	—		7,765		—
Income tax effect	(649)		(503)		(3,415)		(1,255)
Adjusted earnings (Non-GAAP)	$	130,167	$	105,829	$	250,459	$	219,971

Average dilutive common shares outstanding	57,731,339		58,226,006		57,792,146		58,262,923

Diluted EPS	$	2.22	$	1.80	$	4.17	$	3.72


Acquisition-related costs1	0.04		0.03		0.09		0.07

Verdant acquisition - Provision for credit losses	—		—		0.13		—
Income tax effect	(0.01)		(0.01)		(0.06)		(0.02)
Adjusted EPS (Non-GAAP)	$	2.25	$	1.82	$	4.33	$	3.77

1 Acquisition-related costs includes amortization of intangible assets, and for the six months ended December 31, 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)	December 31, 2025		June 30, 2025		December 31, 2024
Common stockholders’ equity	$	2,930,092	$	2,680,677	$	2,521,962
Less: servicing rights, carried at fair value	25,431		27,218		28,045
Less: goodwill and other intangible assets—net	196,119		134,502		137,570
Tangible common stockholders’ equity (Non-GAAP)	$	2,708,542	$	2,518,957	$	2,356,347

Common shares outstanding at end of period	56,677,323		56,483,617		57,097,632

Book value per common share	51.70		47.46		44.17
Less: servicing rights, carried at fair value per common share	0.45		0.48		0.49
Less: goodwill and other intangible assets—net per common share	3.46		2.38		2.41
Tangible book value per common share (Non-GAAP)	$	47.79	$	44.60	$	41.27

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SELECTED FINANCIAL INFORMATION


(Dollars in thousands, except per share data)	December 31, 2025			June 30, 2025			December 31, 2024
Selected Balance Sheet Data:
Total assets	$	28,201,406		$	24,783,078		$	23,709,422
Loans—net of allowance for credit losses	24,272,552			21,049,610			19,486,727
Loans held for sale, carried at fair value	18,826			10,012			25,436

Allowance for credit losses	327,043			290,049			270,605
Trading securities	880			649			241
Available-for-sale securities	811,126			66,008			97,848

Securities borrowed	109,141			139,396			114,672
Customer, broker-dealer and clearing receivables	277,308			252,720			298,887
Total deposits	23,232,748			20,829,543			19,934,904

Advances from the Federal Home Loan Bank	60,000			60,000			60,000
Secured financings	691,507			—			—
Borrowings, subordinated notes and debentures	364,814			312,671			358,692
Securities loaned	128,869			139,426			135,258
Customer, broker-dealer and clearing payables	358,727			350,606			309,593
Total stockholders’ equity	$	2,930,092		$	2,680,677		$	2,521,962

Common shares outstanding at end of period	56,677,323			56,483,617			57,097,632
Common shares issued at end of period	71,419,706			71,101,642			70,571,332

Per Common Share Data:
Book value per common share	$	51.70		$	47.46		$	44.17
Tangible book value per common share (Non-GAAP)1	$	47.79		$	44.60		$	41.27

Capital Ratios:
Equity to assets at end of period	10.39		%	10.82		%	10.64		%
Axos Financial, Inc.:
Tier 1 leverage (to adjusted average assets)	9.80		%	10.73		%	10.02		%
Common equity tier 1 capital (to risk-weighted assets)	11.65		%	12.52		%	12.42		%
Tier 1 capital (to risk-weighted assets)	11.65		%	12.52		%	12.42		%
Total capital (to risk-weighted assets)	14.39		%	15.28		%	15.23		%
Axos Bank:
Tier 1 leverage (to adjusted average assets)	9.15		%	10.23		%	9.85		%
Common equity tier 1 capital (to risk-weighted assets)	11.12		%	12.42		%	12.67		%
Tier 1 capital (to risk-weighted assets)	11.12		%	12.42		%	12.67		%
Total capital (to risk-weighted assets)	12.37		%	13.70		%	13.86		%
Axos Clearing LLC:
Net capital	$	94,673		$	86,996		$	83,932
Excess capital	$	88,369		$	81,834		$	78,282
Net capital as a percentage of aggregate debit items	30.04		%	33.71		%	29.71		%
Net capital in excess of 5% aggregate debit items	$	78,913		$	74,091		$	69,805

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	For the Three Months Ended December 31,						For the Six Months Ended December 31,
(Dollars in thousands, except per share data)	2025			2024			2025			2024
Selected Income Statement Data:
Interest and dividend income	$	513,845		$	456,068		$	979,581		$	940,330
Interest expense	182,136			175,969			356,822			368,183
Net interest income	331,709			280,099			622,759			572,147
Provision for credit losses	25,000			12,248			42,255			26,248
Net interest income, after provision for credit losses	306,709			267,851			580,504			545,899
Non-interest income	53,378			27,799			85,718			56,408
Non-interest expense	184,574			145,320			340,820			292,785
Income before income taxes	175,513			150,330			325,402			309,522
Income taxes	47,116			45,643			84,653			92,495
Net income	$	128,397		$	104,687		$	240,749		$	217,027

Weighted average number of common shares outstanding:
Basic	56,660,833			57,094,153			56,586,710			57,014,412
Diluted	57,731,339			58,226,006			57,792,146			58,262,923

Per Common Share Data:
Net income:
Basic	$	2.27		$	1.83		$	4.25		$	3.81
Diluted	$	2.22		$	1.80		$	4.17		$	3.72
Adjusted earnings per common share (Non-GAAP)1	$	2.25		$	1.82		$	4.33		$	3.77





Performance Ratios and Other Data:
Growth in loans held for investment, net	$	1,637,415		$	206,118		$	3,222,942		$	255,342

Loan originations for sale	$	61,009		$	66,826		$	108,131		$	136,396

Return on average assets	1.83		%	1.74		%	1.80		%	1.83		%
Return on average common stockholders’ equity	17.44		%	16.97		%	16.70		%	18.02		%
Interest rate spread2	4.17		%	3.91		%	4.03		%	4.01		%
Net interest margin3	4.94		%	4.83		%	4.85		%	5.00		%
Net interest margin3 – Banking Business Segment	5.02		%	4.87		%	4.91		%	5.04		%
Efficiency ratio4	47.93		%	47.20		%	48.11		%	46.58		%
Efficiency ratio4 – Banking Business Segment	41.39		%	40.95		%	42.07		%	40.37		%

Asset Quality Ratios:
Net annualized charge-offs to average loans	0.04		%	0.10		%	0.07		%	0.13		%
Nonaccrual loans to total loans	0.61		%	1.26		%	0.61		%	1.26		%
Non-performing assets to total assets	0.56		%	1.06		%	0.56		%	1.06		%
Allowance for credit losses - loans to total loans held for investment	1.33		%	1.37		%	1.33		%	1.37		%
Allowance for credit losses - loans to nonaccrual loans5	215.81		%	107.58		%	215.81		%	107.58		%

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 allowance for credit losses, 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 and Six Months Ended December 31, 2025 and 2024

For the three months ended December 31, 2025, we had net income of $128.4 million, or $2.22 per diluted share, compared to net income of $104.7 million, or $1.80 per diluted share, for the three months ended December 31, 2024. For the six months ended December 31, 2025, we had net income of $240.75 million or $4.17 per diluted share, compared to net income of $217.0 million or $3.72, for the six months ended December 31, 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,
	December 31, 2025						December 31, 2024
(Dollars in thousands)	Average Balance1		Interest Income/ Expense		Average Yields Earned/Rates Paid2		Average Balance1		Interest Income/ Expense		Average Yields Earned/Rates Paid2
Assets:
Loans3, 4	$	23,492,334	$	478,086	8.14	%	$	19,643,375	$	410,868	8.37	%
Non-purchased loans	22,731,601		433,738		7.63	%	18,681,035		377,376		8.08	%
Purchased loans5	760,733		44,348		23.32	%	962,340		33,492		13.92	%
Interest-earning deposits in other financial institutions	2,418,085		23,132		3.83	%	3,063,487		36,649		4.79	%
Mortgage-backed and other securities4	415,881		4,373		4.21	%	125,692		1,567		4.99	%
Securities borrowed and margin lending6	478,621		7,745		6.47	%	335,965		6,450		7.68	%
Stock of the regulatory agencies	29,600		509		6.88	%	29,598		534		7.22	%
Total interest-earning assets	26,834,521		513,845		7.66	%	23,198,117		456,068		7.86	%
Non-interest-earning assets	1,235,130						826,732
Total assets	$	28,069,651					$	24,024,849
Liabilities and Stockholders’ Equity:
Interest-bearing demand and savings	$	18,426,331	$	155,779	3.38	%	$	16,352,350	$	161,394	3.95	%
Time deposits	1,098,654		11,555		4.21	%	933,244		9,465		4.06	%
Securities loaned	166,369		269		0.65	%	113,904		480		1.69	%
Advances from the FHLB	60,001		313		2.09	%	87,066		507		2.33	%
Secured financings	738,270		8,061		4.37	%	—		—		—	%
Borrowings, subordinated notes and debentures	413,601		6,159		5.96	%	320,782		4,123		5.14	%
Total interest-bearing liabilities	20,903,226		182,136		3.49	%	17,807,346		175,969		3.95	%
Non-interest-bearing demand deposits	3,472,639						2,937,572
Other non-interest-bearing liabilities	749,447						812,877
Stockholders’ equity	2,944,339						2,467,054
Total liabilities and stockholders’ equity	$	28,069,651					$	24,024,849
Net interest income			$	331,709					$	280,099
Interest rate spread7					4.17	%					3.91	%
Net interest margin8					4.94	%					4.83	%
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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	For the Six Months Ended
	December 31, 2025						December 31, 2024
(Dollars in thousands)	Average Balance1		Interest Income/ Expense		Average Yields Earned/Rates Paid2		Average Balance1		Interest Income/ Expense		Average Yields Earned/Rates Paid2
Assets:
Loans3, 4	$	22,500,024	$	907,661	8.07	%	$	19,545,195	$	849,097	8.69	%
Non-purchased loans	21,688,039		831,100		7.66	%	18,574,872		759,835		8.18	%
Purchased loans5	811,985		76,561		18.86	%	970,323		89,262		18.40	%
Interest-earning deposits in other financial institutions	2,478,465		51,327		4.14	%	2,871,995		74,073		5.16	%
Mortgage-backed and other securities4	238,473		5,043		4.23	%	134,240		3,527		5.25	%
Securities borrowed and margin lending6	456,497		14,522		6.36	%	324,521		12,721		7.84	%
Stock of the regulatory agencies	29,600		1,028		6.95	%	24,305		912		7.50	%
Total interest-earning assets	25,703,059		979,581		7.62	%	22,900,256		940,330		8.21	%
Non-interest-earning assets	1,043,599						811,450
Total assets	$	26,746,658					$	23,711,706
Liabilities and Stockholders’ Equity:
Interest-bearing demand and savings	$	17,801,862	$	313,622	3.52	%	$	16,134,067	$	339,209	4.20	%
Time deposits	1,112,501		23,076		4.15	%	902,560		18,919		4.19	%
Securities loaned	158,412		554		0.70	%	105,560		1,020		1.93	%
Advances from the FHLB	60,003		626		2.09	%	88,534		1,036		2.34	%
Secured financings	373,387		8,061		4.32	%	—		—		—	%
Borrowings, subordinated notes and debentures	372,802		10,883		5.84	%	322,239		7,999		4.96	%
Total interest-bearing liabilities	19,878,967		356,822		3.59	%	17,552,960		368,183		4.20	%
Non-interest-bearing demand deposits	3,248,357						2,954,332
Other non-interest-bearing liabilities	736,766						795,059
Stockholders’ equity	2,882,568						2,409,355
Total liabilities and stockholders’ equity	$	26,746,658					$	23,711,706
Net interest income			$	622,759					$	572,147
Interest rate spread7					4.03	%					4.01	%
Net interest margin8					4.85	%					5.00	%
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.Margin lending is the significant component of the asset titled customer, broker-dealer and clearing receivables on the unaudited Condensed Consolidated Balance Sheets. 6.Purchased loans include loans, loan discounts and unearned fees related to the FDIC Loan Purchase 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						For the Six Months Ended
	December 31,						December 31,
	2025 vs 2024						2025 vs 2024
	Increase (Decrease) Due to						Increase (Decrease) Due to
(Dollars in thousands)	Volume		Rate		Total Increase (Decrease)		Volume		Rate		Total Increase (Decrease)
Increase (decrease) in interest income:
Loans	$	78,763	$	(11,545)	$	67,218	$	122,114	$	(63,550)	$	58,564
Non-purchased loans	86,902		(30,540)		56,362		136,999		(65,734)		71,265
Purchased loans1	(8,139)		18,995		10,856		(14,885)		2,184		(12,701)
Interest-earning deposits in other financial institutions	(6,927)		(6,590)		(13,517)		(9,312)		(13,434)		(22,746)
Mortgage-backed and other securities	3,087		(281)		2,806		2,308		(792)		1,516
Securities borrowed and margin lending	2,426		(1,131)		1,295		4,509		(2,708)		1,801
Stock of the regulatory agencies	—		(25)		(25)		187		(71)		116
Total increase (decrease) in interest income	$	77,349	$	(19,572)	$	57,777	$	119,806	$	(80,555)	$	39,251
Increase (decrease) in interest expense:
Interest-bearing demand and savings	$	19,174	$	(24,789)	$	(5,615)	$	32,781	$	(58,368)	$	(25,587)
Time deposits	1,730		360		2,090		4,340		(183)		4,157
Securities loaned	163		(374)		(211)		366		(832)		(466)
Advances from the FHLB	(146)		(48)		(194)		(308)		(102)		(410)
Secured financings	8,061		—		8,061		8,061		—		8,061
Borrowings, subordinated notes and debentures	1,312		724		2,036		827		2,057		2,884
Total increase (decrease) in interest expense	$	30,294	$	(24,127)	$	6,167	$	46,067	$	(57,428)	$	(11,361)

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

Net Interest Income

For the three months ended December 31, 2025, net interest income totaled $331.7 million, an increase of $51.6 million, or 18.4%, compared to net interest income of $280.1 million for the three months ended December 31, 2024. For the three months ended December 31, 2025, net interest margin increased by 11 basis points compared to the net interest margin of 4.83% for the three months ended December 31, 2024.

For the three months ended December 31, 2025, total interest and dividend income increased 12.7% from the three months ended December 31, 2024, primarily due to an increase in interest earned on loans, reflecting higher average balances, partially offset by a $13.5 million decrease in interest income on deposits in other financial institutions, primarily driven by lower average balances and lower rates earned.

For the three months ended December 31, 2025, total interest expense increased 3.5% from the three months ended December 31, 2024, primarily due to an increase in interest expense on secured financings, attributable to the Verdant acquisition, and other borrowings, partially offset by a $5.6 million decrease in interest expense on demand and savings deposits.

For the six months ended December 31, 2025, net interest income totaled $622.8 million, an increase of $50.6 million, or 8.8%, compared to net interest income of $572.1 million for the six months ended December 31, 2024. For the six months ended December 31, 2025, net interest margin decreased by 15 basis points compared to the net interest margin of 5.00% for the six months ended December 31, 2024.

For the six months ended December 31, 2025, total interest and dividend income increased 4.2% from the six months ended December 31, 2024, primarily due to a $58.6 million increase in interest income on loans, attributable to higher loan balances, partially offset by lower rates earned. This increase in interest and dividend income was partially offset by a $22.7 million decrease in interest income on interest-earning deposits at other financial institutions.

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For the six months ended December 31, 2025, total interest expense decreased 3.1% from the six months ended December 31, 2024, primarily due to a $25.6 million decrease in interest expense on demand and savings deposits, mainly reflecting lower rates paid. This decrease was partially offset by an increase in interest expense on secured financings, attributable to the Verdant acquisition, and other borrowings.

Provision for Credit Losses

The provision for credit losses was $25.0 million and $42.3 million for the three and six months ended December 31, 2025, respectively, compared to $12.2 million and $26.2 million, respectively, for the three and six months ended December 31, 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 $22.3 million and $37.5 million for the three and six months ended December 31, 2025, respectively, and for the three months ended December 31, 2025, reflects loan growth primarily in the commercial real estate and commercial & industrial - Non-RE portfolios, as well as the impact of macroeconomic variables used in the allowance for credit losses model, primarily the forecasted consumer price index, corporate bond yields, and the five-year U.S. Treasury rate. For the six months ended December 31, 2025, the provision for credit losses was also impacted by the Verdant acquisition, which resulted in a post-acquisition provision for credit losses on the loans and leases acquired.

The provision for credit losses for unfunded lending commitments of $2.8 million and $4.8 million for the three and six months ended December 31, 2025, respectively, 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						For the Six Months Ended
	December 31,						December 31,
(Dollars in thousands)	2025		2024		Inc (Dec)		2025		2024		Inc (Dec)
Broker-dealer fee income	$	11,145	$	11,039	$	106	$	22,093	$	22,099	$	(6)
Advisory fee income	8,829		7,982		847		17,354		15,927		1,427
Banking and service fees	31,732		9,813		21,919		42,552		18,426		24,126
Mortgage banking and servicing rights income	644		(1,797)		2,441		2,039		(1,347)		3,386
Prepayment penalty fee income	1,028		762		266		1,680		1,303		377

Total non-interest income	$	53,378	$	27,799	$	25,579	$	85,718	$	56,408	$	29,310

For the three months ended December 31, 2025, non-interest income increased by $25.6 million, or 92.0%, and for the six months ended December 31, 2025, non interest income increased by $29.3 million, or 52.0%. The increases were primarily due to an increase in banking and servicing fee income, mainly attributable to operating lease rental and other income from the Verdant acquisition, as well as an increase in mortgage banking and servicing rights income, reflecting the absence of losses on certain loan sales in the prior year periods.

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Non-Interest Expense

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


	For the Three Months Ended						For the Six Months Ended
	December 31,						December 31,
(Dollars in thousands)	2025		2024		Inc (Dec)		2025		2024		Inc (Dec)
Salaries and related costs	$	82,204	$	74,097	$	8,107	$	158,809	$	148,390	$	10,419
Data and operational processing	21,825		19,314		2,511		43,882		38,299		5,583
Depreciation and amortization	23,205		7,031		16,174		31,546		14,481		17,065
Advertising and promotional	12,702		11,045		1,657		24,909		25,298		(389)
Professional services	9,293		9,072		221		22,626		18,967		3,659
Occupancy and equipment	5,191		4,206		985		9,811		8,524		1,287
FDIC and regulatory fees	6,749		6,992		(243)		12,368		12,948		(580)
Broker-dealer clearing charges	4,282		4,299		(17)		8,485		8,606		(121)
General and administrative expense	19,123		9,264		9,859		28,384		17,272		11,112
Total non-interest expense	$	184,574	$	145,320	$	39,254	$	340,820	$	292,785	$	48,035

For the three months ended December 31, 2025, non-interest expense increased $39.3 million, or 27.0%, primarily due to increases of:

•$16.2 million in depreciation and amortization primarily due to depreciation on equipment under operating leases obtained in the Verdant acquisition;

•$9.9 million in general and administrative expenses reflecting a $7.0 million accrual for developments in an ongoing matter related to the Company’s acquisition of COR Securities in fiscal year 2019; and

•$8.1 million in salaries and related costs primarily due to increased headcount and salaries, including as a result of the Verdant acquisition.

For the six months ended December 31, 2025, non-interest expense increased $48.0 million, or 16.4%, primarily due to increases of:

•$17.1 million in depreciation and amortization primarily due to depreciation on equipment under operating leases obtained in the Verdant acquisition;

•$11.1 million in general and administrative expenses reflecting a $7.0 million accrual for developments in an ongoing matter related to the Company’s acquisition of COR Securities in fiscal year 2019; and

•$10.4 million in salaries and related costs primarily due to increased headcount and salaries, including as a result of the Verdant acquisition.

Provision for Income Taxes

Income tax expense was $47.1 million and $84.7 million for the three and six months ended December 31, 2025, respectively, compared to $45.6 million and $92.5 million for three and six months ended December 31, 2024. Our effective income tax rates for the three months ended December 31, 2025 and 2024 were 26.84% and 30.36%, respectively. Our effective income tax rates for the six months ended December 31, 2025 and 2024 were 26.01% and 29.88%, respectively. The decrease in effective income tax rate for the three and six months ended December 31, 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.

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The following tables present the operating results of the segments:


	For the Three Months Ended December 31, 2025
(Dollars in thousands)	Banking Business Segment		Securities Business Segment		Corporate/Eliminations		Axos Consolidated
Net interest income	$	328,499	$	8,642	$	(5,432)	$	331,709
Provision for credit losses	25,000		—		—		25,000
Non-interest income	32,812		30,171		(9,605)		53,378
Non-interest expense	149,537		29,102		5,935		184,574
Income before income taxes	$	186,774	$	9,711	$	(20,972)	$	175,513

	For the Three Months Ended December 31, 2024
(Dollars in thousands)	Banking Business Segment		Securities Business Segment		Corporate/Eliminations		Axos Consolidated
Net interest income	$	276,720	$	7,007	$	(3,628)	$	280,099
Provision for credit losses	12,248		—		—		12,248
Non-interest income	2,948		29,004		(4,153)		27,799
Non-interest expense	114,536		28,178		2,606		145,320
Income before income taxes	$	152,884	$	7,833	$	(10,387)	$	150,330

	For the Six Months Ended December 31, 2025
(Dollars in thousands)	Banking Business Segment		Securities Business Segment		Corporate/Eliminations		Axos Consolidated
Net interest income	$	615,699	$	16,836	$	(9,776)	$	622,759
Provision for credit losses	42,255		—		—		42,255
Non-interest income	45,187		59,628		(19,097)		85,718
Non-interest expense	278,030		58,469		4,321		340,820
Income before income taxes	$	340,601	$	17,995	$	(33,194)	$	325,402

	For the Six Months Ended December 31, 2024
(Dollars in thousands)	Banking Business Segment		Securities Business Segment		Corporate/Eliminations		Axos Consolidated
Net interest income	$	565,212	$	14,274	$	(7,339)	$	572,147
Provision for credit losses	26,248		—		—		26,248
Non-interest income	11,538		58,906		(14,036)		56,408
Non-interest expense	232,851		56,269		3,665		292,785
Income before income taxes	$	317,651	$	16,911	$	(25,040)	$	309,522

Banking Business Segment

For the three and six months ended December 31, 2025, the Banking Business Segment had income before income taxes of $186.8 million and $340.6 million, respectively, compared to income before income taxes of $152.9 million and $317.7 million, respectively, for the three and six months ended December 31, 2024.

For the three and six months ended December 31, 2025, the Banking Business Segment’s net interest income increased $51.8 million, or 18.7%, and $50.5 million, or 8.9%, respectively, compared to net interest income for the three and six months ended December 31, 2024. The increase in net interest income was primarily due to an increase in interest earned on loans, reflecting higher average balances, partially offset by a decrease in interest income on deposits in other financial institutions, primarily driven by lower average balances and lower rates earned. These increases were partially offset by an increase in interest expense, primarily on secured financings, partially offset by a decrease in interest expense on demand and savings deposits.

For the three and six months ended December 31, 2025, the Banking Business Segment’s non-interest income increased $29.9 million and $33.6 million, respectively, compared to non-interest income for the three and six months ended December 31, 2024. The increase in non-interest income for the three and six months ended December 31, 2025 was primarily due to higher banking and servicing fee income, mainly attributable to the Verdant acquisition.

For the three and six months ended December 31, 2025, the Banking Business Segment’s non-interest expense increased $35.0 million, or 30.6%, and $45.2 million, or 19.4%, respectively, compared to non-interest expense for the three and six months ended December 31, 2024.

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The increase in non-interest expense for the three and six months ended December 31, 2025 reflected higher depreciation and amortization expense, mainly as a result of the Verdant acquisition, higher legal expenses and an increase in salaries and related costs, including as a result of the Verdant acquisition.

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 December 31,				For the Six Months Ended December 31,
	2025		2024		2025		2024
Efficiency ratio	41.39	%	40.95	%	42.07	%	40.37	%
Return on average assets	2.07	%	1.87	%	1.96	%	2.02	%
Interest rate spread	4.27	%	3.96	%	4.12	%	4.05	%
Net interest margin	5.02	%	4.87	%	4.91	%	5.04	%

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 and six months ended December 31, 2025, our Securities Business Segment had income before income taxes of $9.7 million and $18.0 million, respectively, compared to income before income taxes of $7.8 million and $16.9 million, respectively, for the three and six months ended December 31, 2024.

For the three and six months ended December 31, 2025, net interest income increased $1.6 million, or 23.3%, and $2.6 million, or 17.9%, respectively, compared to net interest income for the three and six months ended December 31, 2024. The increases for the three and six months ended December 31, 2025 were primarily attributable to higher broker-dealer interest income on higher average balances.

For the three and six months ended December 31, 2025, non-interest income increased $1.2 million, or 4.0%, and $0.7 million, or 1.2%, respectively, compared to the three and six months ended December 31, 2024. The increases were primarily driven by higher advisory fee income.

For the three and six months ended December 31, 2025, non-interest expense increased $0.9 million or 3.3%, and $2.2 million, or 3.9%, respectively, compared to the three and six months ended December 31, 2024. The increases primarily reflect higher data and operational processing expenses.

The following table provides selected information for Axos Clearing:


(Dollars in thousands)	December 31, 2025		June 30, 2025

FDIC insured deposit program balances at banks	$	1,550,213	$	1,444,830
Margin balances	$	263,004	$	229,387
Cash reserves for the benefit of customers	$	178,520	$	146,835





Securities lending:
Interest-earning assets – securities borrowed	$	109,141	$	139,396
Interest-bearing liabilities – securities loaned	$	128,869	$	139,426

FINANCIAL CONDITION

Balance Sheet Analysis

Our total assets increased $3.4 billion, or 13.8%, to $28.2 billion at December 31, 2025, from $24.8 billion at June 30, 2025, primarily attributable to an increase in loans, mainly attributable to the Verdant acquisition, and higher available-for-sale securities, partially offset by lower cash and cash equivalents. Our total liabilities increased $3.2 billion, or 14.3%, to $25.3 billion at December 31, 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:


	December 31, 2025				June 30, 2025
(Dollars in thousands)	Amount		Percent		Amount		Percent
Single Family - Mortgage & Warehouse	$	4,795,055	19.4	%	$	4,395,278	20.4	%
Multifamily and Commercial Mortgage	2,497,905		10.1	%	2,940,739		13.6	%
Commercial Real Estate	8,402,806		33.9	%	6,937,187		32.2	%
Commercial & Industrial - Non-RE	8,503,598		34.3	%	6,795,497		31.6	%
Auto & Consumer	576,243		2.3	%	482,996		2.2	%


Total gross loans	24,775,607		100.0	%	21,551,697		100.0	%
Allowance for credit losses - loans	(327,043)				(290,049)
Unaccreted discounts and loan fees	(176,012)				(212,038)
Total net loans	$	24,272,552			$	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 December 31, 2025 was 0.04%, compared to 0.10% for the three months ended December 31, 2024. The decrease in the net charge-off rate was primarily driven by lower net charge-offs in the Commercial Real Estate and Single Family - Mortgage & Warehouse 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 and six months ended December 31, 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 December 31, 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)	December 31, 2025			June 30, 2025			Increase (Decrease)
Non-performing assets:
Nonaccrual loans:
Single Family - Mortgage & Warehouse	$	56,021		$	44,196		$	11,825
Multifamily and Commercial Mortgage	6,330			33,037			(26,707)
Commercial Real Estate	21,783			29,223			(7,440)
Commercial & Industrial - Non-RE	64,627			61,804			2,823
Auto & Consumer	2,780			2,126			654


Total nonaccrual loans	$	151,541		$	170,386		$	(18,845)
Foreclosed real estate	4,383			4,535			(152)
Repossessed vehicles—Autos	757			505			252
Total non-performing assets	$	156,681		$	175,426		$	(18,745)
Total nonaccrual loans as a percentage of total loans	0.61		%	0.79		%	(0.18)		%
Total non-performing assets as a percentage of total assets	0.56		%	0.71		%	(0.15)		%

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Our non-performing assets decreased to $156.7 million at December 31, 2025 from $175.4 million compared to June 30, 2025, as decreases in the multifamily and commercial mortgage and commercial real estate portfolios, were partially offset by an increase in the single family - mortgage & warehouse portfolio. Non-performing assets as a percentage of total assets decreased to 0.56% at December 31, 2025 from 0.71% at June 30, 2025.

Available-for-Sale Securities

Total available-for-sale securities were $811.1 million as of December 31, 2025, compared with $66.0 million at June 30, 2025. During the six months ended December 31, 2025, we purchased $758.8 million of securities and we received principal repayments of $15.8 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 $2.4 billion, or 11.5%, to $23.2 billion at December 31, 2025, from $20.8 billion at June 30, 2025. As of December 31, 2025 compared with June 30, 2025, interest-bearing demand and savings increased $2,365.8 million, non-interest-bearing deposits increased by $205.5 million and time deposits decreased $168.1 million.

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


(Dollars in thousands)	December 31, 2025		June 30, 2025
Non-interest-bearing	$	3,246,199	$	3,040,696




Interest-bearing demand and savings	$	19,026,136	$	16,660,290



Time deposits	960,413		1,128,557
Total interest bearing	$	19,986,549	$	17,788,847
Total deposits1	$	23,232,748	$	20,829,543

1 Total deposits includes brokered deposits of $1,816.2 million and $1,801.1 million as of December 31, 2025 and June 30, 2025, respectively, which include brokered time deposits of $555.2 million and $700.0 million as of December 31, 2025 and June 30, 2025, respectively.

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


	December 31, 2025	June 30, 2025	December 31, 2024
Non-interest-bearing	53,437	50,967	48,930
Interest-bearing checking and savings accounts	572,722	546,678	527,590
Time deposits	2,558	2,956	3,631
Total number of deposit accounts	628,717	600,601	580,151

Total deposits that exceeded the FDIC insurance limit or were not collateralized at December 31, 2025 and June 30, 2025 were $3.6 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)	December 31, 2025
3 months or less	$	5,973
3 months to 6 months	4,548
6 months to 12 months	3,223
Over 12 months	1,085
Total	$	14,829

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Borrowings and Secured Financings

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


	December 31, 2025					June 30, 2025					December 31, 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	%	$	60,000		2.07	%
Secured financings	691,507			5.53	%	—			—	%	—			—	%
Borrowings, subordinated notes and debentures	364,814			5.80	%	312,671			4.55	%	358,692			4.86	%
Total borrowings	$	1,116,321		5.43	%	$	372,671		4.15	%	$	418,692		4.46	%

Weighted average cost of total borrowings during the quarter	4.80		%			4.66		%			4.54		%
Total borrowings as a percent of total assets	3.96		%			1.50		%			1.77		%

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 $249.4 million to $2,930.1 million at December 31, 2025, compared to $2,680.7 million at June 30, 2025. The increase was primarily the result of net income for the six months ended December 31, 2025 of $240.7 million.

LIQUIDITY

Cash flow information is as follows:


	For the Six Months Ended
	December 31,
(Dollars in thousands)	2025		2024
Operating Activities	$	222,541	$	233,298
Investing Activities	$	(3,417,515)	$	(314,758)
Financing Activities	$	2,359,131	$	569,115

During the six months ended December 31, 2025, we had net cash inflows from operating activities of $222.5 million compared to inflows of $233.3 million for the six months ended December 31, 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 $3,417.5 million for the six months ended December 31, 2025, while outflows totaled $314.8 million for the six months ended December 31, 2024. The increase in outflows was primarily due to a higher net change in loans held for investment and higher cash outflows for the purchase of available-for-sale securities in the six months ended December 31, 2025 as compared to the six months ended December 31, 2024, and the Verdant acquisition in the six months ended December 31, 2025.

Net cash inflows from financing activities totaled $2,359.1 million for the six months ended December 31, 2025, compared to net cash inflows from financing activities of $569.1 million for the six months ended December 31, 2024. The increase in net cash inflows from financing was primarily driven by a higher net increase in deposits during the six months ended December 31, 2025.

As of December 31, 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 December 31, 2025, the Company had $2,579.7 million available immediately and $5,477.9 million available with additional collateral and the Company had $4,025.1 million of loans and $750.1 million of securities pledged to the FHLB.

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At December 31, 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 December 31, 2025, the Bank did not have any borrowings outstanding and the amount available from this source was $8,863.8 million. Borrowings are collateralized by pledging commercial loans and consumer loans. At December 31, 2025, the Bank had $10,358.8 million of loans pledged to the FRBSF.

Axos Clearing has a $150.0 million third-party secured line of credit available for borrowing, as needed. As of December 31, 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 $95.0 million third-party unsecured line of credit available for limited purpose borrowing. As of December 31, 2025, there was $15.0 million amount outstanding on this credit facility. This credit facility bears interest at rates based on the Federal Funds rate and is due upon demand.

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 85% of our total Bank deposits in insured or collateralized accounts as of December 31, 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.

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 December 31, 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 December 31, 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 December 31, 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.

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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 December 31, 2025 no longer reflect this adjustment.

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)	December 31, 2025			June 30, 2025			December 31, 2025			June 30, 2025
Regulatory Capital:
Tier 1	$	2,732,111		$	2,554,071		$	2,457,687		$	2,360,284
Common equity tier 1	$	2,732,111		$	2,554,071		$	2,457,687		$	2,360,284
Total capital	$	3,373,478		$	3,117,763		$	2,734,035		$	2,603,589

Assets:
Average adjusted	$	27,875,394		$	23,813,242		$	26,872,752		$	23,077,089
Total risk-weighted	$	23,450,710		$	20,404,204		$	22,105,008		$	19,003,094

Regulatory Capital Ratios:
Tier 1 leverage (to adjusted average assets)	9.80		%	10.73		%	9.15		%	10.23		%	5.00	%	4.00	%
Common equity tier 1 capital (to risk-weighted assets)	11.65		%	12.52		%	11.12		%	12.42		%	6.50	%	4.50	%
Tier 1 capital (to risk-weighted assets)	11.65		%	12.52		%	11.12		%	12.42		%	8.00	%	6.00	%
Total capital (to risk-weighted assets)	14.39		%	15.28		%	12.37		%	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 December 31, 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)	December 31, 2025			June 30, 2025
Net capital	$	94,673		$	86,996
Excess Capital	$	88,369		$	81,834

Net capital as a percentage of aggregate debit items	30.04		%	33.71		%
Net capital in excess of 5% aggregate debit items	$	78,913		$	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 December 31, 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 December 31, 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
	December 31, 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	$	1,126,975		$	—		$	—		$	—		$	1,126,975
Available-for-sale securities1	33,487			4,750			518,174			254,715			811,126
Stock of the FHLB, at cost	29,600			—			—			—			29,600
Loans2	16,881,975			2,808,232			4,345,835			236,510			24,272,552
Loans held for sale	18,826			—			—			—			18,826
Total interest-earning assets	18,090,863			2,812,982			4,864,009			491,225			26,259,079
Non-interest-earning assets	—			—			—			—			1,120,009
Total assets	$	18,090,863		$	2,812,982		$	4,864,009		$	491,225		$	27,379,088
Interest-bearing liabilities:
Interest-bearing deposits3	$	19,996,172		$	57,934		$	119,118		$	—		$	20,173,224

Advances from the FHLB	—			—			60,000			—			60,000
Secured financings	117,991			106,909			462,162			4,445			691,507
Total interest-bearing liabilities	20,114,163			164,843			641,280			4,445			20,924,731
Other non-interest-bearing liabilities	—			—			—			—			3,707,815
Stockholders’ equity	—			—			—			—			2,746,542
Total liabilities and equity	$	20,114,163		$	164,843		$	641,280		$	4,445		$	27,379,088
Net interest rate sensitivity gap	$	(2,023,300)		$	2,648,139		$	4,222,729		$	486,780		$	5,334,348
Cumulative gap	$	(2,023,300)		$	624,839		$	4,847,568		$	5,334,348		$	5,334,348
Net interest rate sensitivity gap—as a % of total interest earning assets	(7.71)		%	10.08		%	16.08		%	1.85		%	20.31		%
Cumulative gap—as % of total cumulative interest earning assets	(7.71)		%	2.38		%	18.46		%	20.31		%	20.31		%

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 December 31, 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 December 31, 2025
	First 12 Months		Next 12 Months
(Dollars in thousands)	Percentage Change from Base		Percentage Change from Base
Up 200 basis points	8.3	%	13.3	%
Up 100 basis points	4.0	%	6.4	%

Down 100 basis points	(1.4)	%	(3.3)	%
Down 200 basis points	(0.3)	%	(4.0)	%

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 market value of equity (“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 December 31, 2025
(Dollars in thousands)	Percentage Change from Base

Up 200 basis points	6.2	%
Up 100 basis points	3.8	%

Down 100 basis points	(4.6)	%
Down 200 basis points	(9.2)	%

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

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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 December 31, 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 December 31, 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 Repurchases1
Quarter Ended December 31, 2025
October 1, 2025 to October 31, 2025	—	$	—	—	$	148,071
November 1, 2025 to November 30, 2025	—	—		—	148,071
December 1, 2025 to December 31, 2025	—	—		—	148,071
For the Three Months Ended December 31, 2025	—	$	—	—	$	148,071

Stock Retained in Net Settlement2
October 1, 2025 to October 31, 2025	174
November 1, 2025 to November 30, 2025	29,299
December 1, 2025 to December 31, 2025	305
For the Three Months Ended December 31, 2025	29,778

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 December 31, 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.

Table of Contents

ITEM 6.EXHIBITS



10.1	Axos Financial, Inc. Amended and Restated 2014 Stock Incentive Plan	F iled herewith.

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

Table of Contents

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:

January 29, 2026

By:

/s/ Gregory Garrabrants

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

Dated:

January 29, 2026

By:

/s/ Derrick K. Walsh

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

EX-10.1 2 exhibit101axosfinancialinc.htm EX-10.1 Document

Exhibit 10

AXOS FINANCIAL, INC.

AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN

ARTICLE I

PURPOSE

The purpose of this Axos Financial, Inc. Amended and Restated 2014 Stock Incentive Plan (the “Plan”) is to benefit Axos Financial, Inc., a Delaware corporation (the “Company”), and its stockholders, by assisting the Company to attract, retain and provide incentives to key management employees, directors, and consultants of the Company and its Affiliates, and to align the interests of such service providers with those of the Company’s stockholders. Accordingly, the Plan provides for the granting of Non-qualified Stock Options, Incentive Stock Options, Restricted Stock Awards, Restricted Stock Unit Awards, Stock Appreciation Rights, Performance Stock Awards, Performance Unit Awards, Unrestricted Stock Awards, Distribution Equivalent Rights or any combination of the foregoing.

ARTICLE II

DEFINITIONS

The following definitions shall be applicable throughout the Plan unless the context otherwise requires:

2.1 “Affiliate” shall mean any corporation which, with respect to the Company, is a “subsidiary corporation” within the meaning of Section 424(f) of the Code or other entity in which the Company has a controlling interest in such entity or another entity which is part of a chain of entities in which the Company or each entity has a controlling interest in another entity in the unbroken chain of entities ending with the applicable entity.

2.2 “Award” shall mean, individually or collectively, any Option, Restricted Stock Award, Restricted Stock Unit Award, Performance Stock Award, Performance Unit Award, Stock Appreciation Right, Distribution Equivalent Right or Unrestricted Stock Award.

2.3 “Award Agreement” shall mean a written agreement between the Company and the Holder with respect to an Award, setting forth the terms and conditions of the Award, as amended.

2.4 “Board” shall mean the Board of Directors of the Company.

2.5 “Base Value” shall have the meaning given to such term in Section 14.2.

2.6 “Cause” shall mean (i) if the Holder is a party to an employment or service agreement with the Company or an Affiliate which agreement defines “Cause” (or a similar term), “Cause” shall have the same meaning as provided for in such agreement, or (ii) for a Holder who is not a party to such an agreement, “Cause” shall mean termination by the Company or an Affiliate of the employment (or other service relationship) of the Holder by reason of the Holder’s (A) intentional failure to perform reasonably assigned duties, (B) dishonesty or willful misconduct in the performance of the Holder’s duties, (C) involvement in a transaction which is materially adverse to the Company or an Affiliate, (D) breach of fiduciary duty involving personal profit, (E) willful violation of any law, rule, regulation or court order (other than misdemeanor traffic violations and misdemeanors not involving misuse or misappropriation of money or property), (F) commission of an act of fraud or intentional misappropriation or conversion of any asset or opportunity of the Company or an Affiliate, or (G) material breach of any provision of the Plan or the Holder’s Award Agreement or any other written agreement between the Holder and the Company or an Affiliate, in each case as determined in good faith by the Board, the determination of which shall be final, conclusive and binding on all parties.

2.7 “Change of Control” shall mean: (i) for a Holder who is a party to an employment or consulting agreement with the Company or an Affiliate which agreement defines “Change of Control” (or a similar term), “Change of Control” shall have the same meaning as provided for in such agreement, or (ii) for a Holder who is not a party to such an agreement, “Change of Control” shall mean the satisfaction of any one or more of the following conditions (and the “Change of Control” shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied):

(a) Any person (as such term is used in paragraphs 13(d) and 14(d)(2) of the Exchange Act, hereinafter in this definition, “Person”), other than the Company or an Affiliate or an employee benefit plan of the Company or an Affiliate, becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities;

(b) The closing of a merger, consolidation or other business combination (a “Business Combination”) other than a Business Combination in which holders of the Shares immediately prior to the Business Combination have substantially the same proportionate ownership of the common stock or ordinary shares, as applicable, of the surviving corporation immediately after the Business Combination as immediately before;

(c) The closing of an agreement for the sale or disposition of all or substantially all of the Company’s assets to any entity that is not an Affiliate;

Exhibit 10

(d) The consummation of a plan of complete liquidation of the Company, other than a merger of the Company into any subsidiary or a liquidation as a result of which persons who were stockholders of the Company immediately prior to such liquidation have substantially the same proportionate ownership of shares of common stock or ordinary shares, as applicable, of the surviving corporation immediately after such liquidation as immediately before; or

(e) Within any twenty-four (24) month period, the Incumbent Directors shall cease to constitute at least a majority of the Board or the board of directors of any successor to the Company; provided, however, that any director elected to the Board, or nominated for election, by a majority of the Incumbent Directors then still in office, shall be deemed to be an Incumbent Director for purposes of this paragraph (e), but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, entity or “group” other than the Board (including, but not limited to, any such assumption that results from paragraphs (a), (b), (c), or (d) of this definition).

(f) any reverse merger or series of related transactions culminating in a reverse merger (including, but not limited to, a tender offer followed by a reverse merger) in which the Company is the surviving entity but (A) the shares of Stock outstanding immediately prior to such merger are converted or exchanged by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (B) in which securities possessing more than forty percent (40%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger or the initial transaction culminating in such merger, but excluding any such transaction or series of related transactions that the Administrator determines shall not be a Change of Control.

2.8 “Code” shall mean the United States of America Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include any amendments or successor provisions to any section and any regulation under such section.

2.9 “Committee” shall mean a committee comprised of not less than three (3) members of the Board who are selected by the Board as provided in Section 4.1.

2.10 “Company” shall have the meaning given to such term in the introductory paragraph, including any successor thereto.

2.11 “Consultant” shall mean any non-Employee (individual or entity) advisor to the Company or an Affiliate who or which has contracted directly with the Company or an Affiliate to render bona fide consulting or advisory services thereto.

2.12 “Director” shall mean a member of the Board or a member of the board of directors of an Affiliate, in either case, who is not an Employee.

2.13 “Distribution Equivalent Right” shall mean an Award granted under Article XIII of the Plan which entitles the Holder to receive bookkeeping credits, cash payments and/or Share distributions equal in amount to the distributions that would have been made to the Holder had the Holder held a specified number of Shares during the period the Holder held the Distribution Equivalent Right.

2.14 “Distribution Equivalent Right Award Agreement” shall mean a written agreement between the Company and a Holder with respect to a Distribution Equivalent Right Award.

2.15 “Effective Date” shall have the meaning given to such term in Article III.

2.16 “Employee” shall mean any employee, including any officer, of the Company or an Affiliate.

2.17 “Exchange Act” shall mean the United States of America Securities Exchange Act of 1934, as amended.

2.18 “Fair Market Value” shall mean, as of any specified date, the closing sales price of the Shares for such date (or, in the event that the Shares are not traded on such date, on the immediately preceding trading date) on the New York Stock Exchange (“NYSE”), as reported by NYSE, or such other domestic or foreign national securities exchange on which the Shares may be listed. If the Shares are not listed on NYSE or on a national securities exchange, but are quoted on the OTC Bulletin Board or by the National Quotation Bureau, the Fair Market Value of the Shares shall be the mean of the highest bid and lowest asked prices per Share for such date. If the Shares are not quoted or listed as set forth above, Fair Market Value shall be determined by the Board in good faith by any fair and reasonable means (which means may be set forth with greater specificity in the applicable Award Agreement). The Fair Market Value of property other than Shares shall be determined by the Board in good faith by any fair and reasonable means consistent with the requirements of applicable law.

2.19 “Family Member” of an individual shall mean any child, stepchild, grandchild, parent, stepparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, any person sharing the Holder’s household (other than a tenant or employee of the Holder), a trust in which such persons have more than fifty percent (50%) of the beneficial interest, a foundation in which such persons (or the Holder) control the management of assets, and any other entity in which such persons (or the Holder) own more than fifty percent (50%) of the voting interests.

Exhibit 10

2.20 “Holder” shall mean an Employee, Director or Consultant who has been granted an Award or any such individual’s beneficiary, estate or representative, who has acquired such Award in accordance with the terms of the Plan, as applicable.

2.21 “Incentive Stock Option” shall mean an Option which is intended by the Committee to constitute an “incentive stock option” and conforms to the applicable provisions of Section 422 of the Code.

2.22 “Incumbent Director” shall mean, with respect to any period of time specified under the Plan for purposes of determining whether or not a Change of Control has occurred, the individuals who were members of the Board at the beginning of such period.

2.23 “Non-qualified Stock Option” shall mean an Option which is not an Incentive Stock Option or which is designated as an Incentive Stock Option but does not meet the applicable requirements of Section 422 of the Code.

2.24 “Option” shall mean an Award granted under Article VII of the Plan of an option to purchase Shares and shall include both Incentive Stock Options and Non-qualified Stock Options.

2.25 “Option Agreement” shall mean a written agreement between the Company and a Holder with respect to an Option.

2.26 “Performance Criteria” shall mean the criteria selected by the Committee for purposes of establishing the Performance Goal(s) for a Holder for a Performance Period.

2.27 “Performance Goals” shall mean, for a Performance Period, the written goal or goals established by the Committee for the Performance Period based upon the Performance Criteria, which may be related to the performance of the Holder, the Company or an Affiliate.

2.28 “Performance Period” shall mean one or more periods of time, which may be of varying and overlapping durations, selected by the Committee, over which the attainment of the Performance Goals shall be measured for purposes of determining a Holder’s right to, and the payment of, a Qualified Performance-Based Award.

2.29 “Performance Stock Award” or “Performance Stock” shall mean an Award granted under Article XII of the Plan under which, upon the satisfaction of predetermined Performance Goals, Shares are paid to the Holder.

2.30 “Performance Stock Agreement” shall mean a written agreement between the Company and a Holder with respect to a Performance Stock Award.

2.31 “Performance Unit” shall mean a Unit awarded to a Holder pursuant to a Performance Unit Award.

2.32 “Performance Unit Award” shall mean an Award granted under Article XI of the Plan under which, upon the satisfaction of predetermined Performance Goals, a cash payment shall be made to the Holder, based on the number of Units awarded to the Holder.

2.33 “Performance Unit Agreement” shall mean a written agreement between the Company and a Holder with respect to a Performance Unit Award.

2.34 “Plan” shall mean this Axos Financial, Inc. Amended and Restated 2014 Stock Incentive Plan, as further amended or restated from time to time, together with each of the Award Agreements utilized hereunder.

2.35 “Qualified Performance-Based Award” shall mean an Award that was intended to qualify as “performance-based” compensation under Section 162(m) of the Code as in effect at the time of such Award.

2.36 “Restricted Stock Award” and “Restricted Stock” shall mean an Award granted under Article VIII of the Plan of Shares, the transferability of which by the Holder is subject to Restrictions.

2.37 “Restricted Stock Agreement” shall mean a written agreement between the Company and a Holder with respect to a Restricted Stock Award.

2.38 “Restricted Stock Unit Award” and “RSUs” shall refer to an Award granted under Article X of the Plan under which, upon the satisfaction of predetermined individual service-related vesting requirements, a cash payment shall be made to the Holder, based on the number of Units awarded to the Holder.

Exhibit 10

2.39 “Restricted Stock Unit Agreement” shall mean a written agreement between the Company and a Holder with respect to a Restricted Stock Award.

2.40 “Restriction Period” shall mean the period of time for which Shares subject to a Restricted Stock Award shall be subject to Restrictions, as set forth in the applicable Restricted Stock Agreement.

2.41 “Restrictions” shall mean the forfeiture, transfer and/or other restrictions applicable to Shares awarded to an Employee, Director or Consultant under the Plan pursuant to a Restricted Stock Award and set forth in a Restricted Stock Agreement.

2.42 “Rule 16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act, as such may be amended from time to time, and any successor rule, regulation or statute fulfilling the same or a substantially similar function.

2.43 “Shares” or “Stock” shall mean the common shares of the Company, par value $0.01 per share.

2.44 “Stock Appreciation Right” or “SAR” shall mean an Award granted under Article XIV of the Plan of a right, granted alone or in connection with a related Option, to receive a payment equal to the increase in value of a specified number of Shares between the date of Award and the date of exercise.

2.45 “Stock Appreciation Right Agreement” shall mean a written agreement between the Company and a Holder with respect to a Stock Appreciation Right.

2.46 “Tandem Stock Appreciation Right” shall mean a Stock Appreciation Right granted in connection with a related Option, the exercise of some or all of which results in termination of the entitlement to purchase some or all of the Shares under the related Option, all as set forth in Article XIV.

2.47 “Ten Percent Stockholder” shall mean an Employee who, at the time an Option is granted to him or her, owns shares possessing more than ten percent (10%) of the total combined voting power of all classes of shares of the Company or of any parent corporation or subsidiary corporation thereof (both as defined in Section 424 of the Code), within the meaning of Section 422(b)(6) of the Code.

2.48 “Termination of Service” shall mean a termination of a Holder’s employment with, or status as a Director or Consultant of, the Company or an Affiliate, as applicable, for any reason, including, without limitation, Total and Permanent Disability or death, except as provided in Section 6.4. In the event Termination of Service shall constitute a payment event with respect to any Award subject to Code Section 409A, Termination of Service shall only be deemed to occur upon a “separation from service” as such term is defined under Code Section 409A and applicable authorities.

2.49 “Total and Permanent Disability” of an individual shall mean the inability of such individual to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months, within the meaning of Section 22(e)(3) of the Code.

2.50 “Unit” shall mean a bookkeeping unit, which represents such monetary amount as shall be designated by the Committee in each Performance Unit Agreement, or represents one Share for purposes of each Restricted Stock Unit Award.

2.51 “Unrestricted Stock Award” shall mean an Award granted under Article IX of the Plan of Shares which are not subject to Restrictions.

2.52 “Unrestricted Stock Agreement” shall mean a written agreement between the Company and a Holder with respect to an Unrestricted Stock Award.

ARTICLE III

EFFECTIVE DATE OF PLAN

The Plan was originally adopted by the Board on September 5, 2014 (the “Effective Date”) and approved by the Company’s stockholders on October 23, 2014. The Plan was subsequently amended and restated by the Board on September 6, 2019, August 31, 2021, and September 21, 2023, with each amendment and restatement receiving approval by the Company’s stockholders on October 24, 2019, October 21, 2021, and November 9, 2023, respectively. On September 19, 2025, the Board further amended the Plan through this Amendment, subject to approval by the Company’s stockholders.

ARTICLE IV

ADMINISTRATION

Exhibit 10

4.1 Composition of Committee. The Plan shall be administered by the Committee, which shall be appointed by the Board. If necessary, in the Board’s discretion, to comply with Rule 16b-3 under the Exchange Act and, to the extent applicable, Section 162(m) of the Code as in effect on the Effective Date, the Committee shall consist solely of three (3) or more Directors who are each (i) “outside directors” within the meaning of Section 162(m) of the Code as in effect on the Effective Date (“Outside Directors”), (ii) “Non-Employee Directors” within the meaning of Rule 16b-3 (“Non-Employee Directors”) and (iii) “independent” for purposes of any applicable listing requirements; provided, however, that the Board or the Committee may delegate to a committee of one or more members of the Board who are not Non-Employee Directors, the authority to grant Awards to eligible persons who are not then subject to the requirements of Section 16 of the Exchange Act. If a member of the Committee shall be eligible to receive an Award under the Plan, such Committee member shall have no authority hereunder with respect to his or her own Award.

4.2 Powers. Subject to the provisions of the Plan, the Committee shall have the sole authority, in its discretion, to make all determinations under the Plan, including but not limited to determining which Employees, Directors or Consultants shall receive an Award, the time or times when an Award shall be made (the date of grant of an Award shall be the date on which the Award is awarded by the Committee), what type of Award shall be granted, the term of an Award, the date or dates on which an Award vests or may be exercised, the form of any payment to be made pursuant to an Award, the terms and conditions of an Award (including the forfeiture of the Award (and/or any financial gain) if the Holder of the Award violates any applicable restrictive covenant thereof), the Restrictions under a Restricted Stock Award and the number of Shares which may be issued under an Award, Performance Goals applicable to any Award and certification of the achievement of such goals, and the waiver of any Restrictions or Performance Goals, subject to compliance with applicable laws, all as may be applicable. In making such determinations the Committee may take into account the nature of the services rendered by the respective Employees, Directors and Consultants, their present and potential contribution to the Company’s (or the Affiliate’s) success and such other factors as the Committee in its discretion may deem relevant.

4.3 Additional Powers. The Committee shall have such additional powers as are delegated to it under the other provisions of the Plan. Subject to the express provisions of the Plan, the Committee is authorized to construe the Plan and the respective Award Agreements executed hereunder and to amend them in the Committee’s discretion, to prescribe such rules and regulations relating to the Plan as it may deem advisable to carry out the intent of the Plan, to determine the terms, restrictions and provisions of each Award and to make all other determinations necessary or advisable for administering the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in any Award Agreement in the manner and to the extent the Committee shall deem necessary, appropriate or expedient to carry it into effect. The determinations of the Committee on the matters referred to in this Article IV shall be conclusive and binding on the Company and all Holders.

4.4 Committee Action. Subject to compliance with all applicable laws, action by the Committee shall require the consent of a majority of the members of the Committee, expressed either orally at a meeting of the Committee or in writing in the absence of a meeting. No member of the Committee shall have any liability for any good faith action, inaction or determination in connection with the Plan. All Committee decisions and determinations shall receive maximum deference to the extent permitted under applicable law.

ARTICLE V

SHARES SUBJECT TO PLAN AND LIMITATIONS THEREON

5.1 Authorized Shares and Award Limits. The Committee may from time to time grant Awards to one or more Employees, Directors and/or Consultants determined by it to be eligible for participation in the Plan in accordance with the provisions of Article VI. Subject to the provisions of Section 15, below, the maximum aggregate number of Shares which may be issued pursuant to (i) all Awards may not exceed 7,780,000 Shares and (ii) the exercise of Incentive Stock Options may not exceed 7,780,000 Shares (subject in each case to adjustment in the same manner as provided in Article XV with respect to Shares subject to Awards then outstanding).

To the extent necessary to comply with Section 162(m) of the Code as in effect on the Effective Date, notwithstanding any provision in the Plan to the contrary, the maximum number of Shares that may be subject to any type of Award granted to any one person during any calendar year shall be Four Hundred and Eighty Thousand (480,000) Shares (subject to adjustment in the same manner as provided in Article XV with respect to Shares subject to Awards then outstanding). The limitation set forth in the preceding sentence shall be applied in a manner which shall permit compensation generated in connection with Qualified Performance-Based Awards to constitute “performance-based” compensation for purposes of Section 162(m) of the Code as in effect on the Effective Date, and to the extent permitted by applicable laws, including, but not limited to, counting against such maximum number of Shares, to the extent so required under Section 162(m) of the Code, any Shares subject to Awards that are canceled or re-priced.

Any Shares covered by an Award (or portion of an Award) which lapses, is forfeited, canceled or expires (whether voluntarily or involuntarily) shall be deemed not to have been issued for purposes of determining the maximum aggregate number of Shares which may be issued under the Plan. Shares that actually have been issued under the Plan pursuant to an Award shall not be returned to the Plan and shall not become available for future issuance under the Plan, except that if unvested Shares are forfeited, or repurchased by the Company at the lower of their original purchase price or their Fair Market Value at the time of repurchase, such Shares shall become available for future grants of Awards under the Plan. To the extent not prohibited by the listing requirements of NYSE (or other established stock exchange on which the Stock is traded) and applicable law, any Shares covered by an Award which are surrendered (i) in payment of the Award exercise or purchase price or (ii) in satisfaction of tax withholding obligations incident to the exercise of an Award shall be deemed to have been issued for purposes of determining the maximum number of Shares which may be issued pursuant to all Awards under the Plan, unless otherwise determined by the Committee.

Exhibit 10

5.2 Shares Offered. The Shares to be offered pursuant to the grant of an Award may be authorized but unissued Shares, Shares purchased on the open market or Shares previously issued and outstanding and reacquired by the Company.

5.3 Minimum Holding Requirements. Once Shares to be offered pursuant to the grant of an Award become vested or are exercised pursuant to the terms of the applicable Award Agreement, such Shares are subject to the Company’s minimum holding requirements for Directors and officers, as set forth in the Company’s Director and Executive Officer Stock Ownership and Retention Guidelines (as such may be amended, restated or supplemented from time to time, the “Guidelines”). The Guidelines currently require the following minimum ownership interests in the Company: (i) the Chief Executive Officer must maintain at least eight times his or her annual salary, (ii) the Chief Financial Officer must maintain at least five times his or her annual salary, (iii) each Executive Vice President must maintain at least three times his or her annual salary, and (iv) each Director must maintain at least five times the Director’s annual cash compensation retainer. The minimum holding requirements set forth herein are qualified in their entirety by the Guidelines.

ARTICLE VI

ELIGIBILITY AND TERMINATION OF SERVICE

6.1 Eligibility. Awards made under the Plan may be granted solely to individuals or entities who, at the time of grant, are Employees, Directors or Consultants. An Award may be granted on more than one occasion to the same Employee, Director or Consultant, and, subject to the limitations set forth in the Plan, such Award may include, a Non-qualified Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, an Unrestricted Stock Award, a Distribution Equivalent Right Award, a Performance Stock Award, a Performance Unit Award, a Stock Appreciation Right, a Tandem Stock Appreciation Right, or any combination thereof, and solely for Employees, an Incentive Stock Option.

6.2 Termination of Service. Except to the extent inconsistent with the terms of the applicable Award Agreement and/or the provisions of Section 6.3 or 6.4, the following terms and conditions shall apply with respect to a Holder’s Termination of Service with the Company or an Affiliate, as applicable:

(i) The Holder’s rights, if any, to exercise any then exercisable Options and/or Stock Appreciation Rights shall terminate:

(A) If such termination is for a reason other than the Holder’s Total and Permanent Disability or death, ninety (90) days after the date of such Termination of Service;

(B) If such termination is on account of the Holder’s Total and Permanent Disability, one (1) year after the date of such Termination of Service; or

Upon such applicable date the Holder (and such Holder’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in or with respect to any such Options and Stock Appreciation Rights. Notwithstanding the foregoing, the Committee, in its sole discretion, may provide for a different time period in the Award Agreement, or may extend the time period, following a Termination of Service, during which the Holder has the right to exercise any vested Non-qualified Stock Option or Stock Appreciation Right, which time period may not extend beyond the expiration date of the Award term.

(ii) In the event of a Holder’s Termination of Service for any reason prior to the actual or deemed satisfaction and/or lapse of the Restrictions, vesting requirements, terms and conditions applicable to a Restricted Stock Award and/or Restricted Stock Unit Award, such Restricted Stock and/or RSUs shall immediately be canceled, and the Holder (and such Holder’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Stock and/or RSUs. Notwithstanding the immediately preceding sentence, the Committee, in its sole discretion, may determine, prior to or within thirty (30) days after the date of such Termination of Service that all or a portion of any such Holder’s Restricted Stock and/or RSUs shall not be so canceled and forfeited.

6.3 Special Termination Rule. Except to the extent inconsistent with the terms of the applicable Award Agreement, and notwithstanding anything to the contrary contained in this Article VI, if a Holder’s employment with, or status as a Director of, the Company or an Affiliate shall terminate, and if, within ninety (90) days of such termination, such Holder shall become a Consultant, such Holder’s rights with respect to any Award or portion thereof granted thereto prior to the date of such termination may be preserved, if and to the extent determined by the Committee in its sole discretion, as if such Holder had been a Consultant for the entire period during which such Award or portion thereof had been outstanding. Should the Committee effect such determination with respect to such Holder, for all purposes of the Plan, such Holder shall not be treated as if his or her employment or Director status had terminated until such time as his or her Consultant status shall terminate, in which case his or her Award, as it may have been reduced in connection with the Holder’s becoming a Consultant, shall be treated pursuant to the provisions of Section 6.2, provided, however, that any such Award which is intended to be an Incentive Stock Option shall, upon the Holder’s no longer being an Employee, automatically convert to a Non-qualified Stock Option on the date required by the applicable Treasury Regulations governing Incentive Stock Options. Should a Holder’s status as a Consultant terminate, and if, within ninety (90) days of such termination, such Holder shall become an Employee or a Director, such Holder’s rights with respect to any Award or portion thereof granted thereto prior to the date of such termination may be preserved, if and to the extent determined by the Committee in its sole discretion, as if such Holder had been an Employee or a Director, as applicable, for the entire period during which such Award or portion thereof had been outstanding (except to the extent required by the applicable Treasury Regulations governing Incentive Stock Options), and, should the Committee effect such determination with respect to such Holder, for all purposes of the Plan, such Holder shall not be treated as if his or her Consultant status had terminated until such time as his or her employment with the Company or an Affiliate, or his or her Director status, as applicable, shall terminate, in which case his or her Award shall be treated pursuant to the provisions of Section 6.2.

Exhibit 10

6.4 Termination for Cause. Notwithstanding anything in this Article VI or elsewhere in the Plan to the contrary, and unless a Holder’s Award Agreement specifically provides otherwise, in the event of a Holder’s Termination for Cause, all of such Holder’s then outstanding Awards shall expire immediately and be forfeited in their entirety upon such termination.

ARTICLE VII

OPTIONS

7.1 Option Period. The term of each Option shall be as specified in the Option Agreement; provided, however, that except as set forth in Section 7.3, no Option shall be exercisable after the expiration of ten (10) years from the date of its grant.

7.2 Limitations on Exercise of Option. An Option shall be exercisable in whole or in such installments and at such times as specified in the Option Agreement.

7.3 Special Limitations on Incentive Stock Options. To the extent that the aggregate Fair Market Value (determined at the time the respective Incentive Stock Option is granted) of Shares with respect to which Incentive Stock Options are exercisable for the first time by an individual during any calendar year under all plans of the Company and any parent corporation or subsidiary corporation thereof (both as defined in Section 424 of the Code) which provide for the grant of Incentive Stock Options exceeds One Hundred Thousand Dollars ($100,000) (or such other individual limit as may be in effect under the Code on the date of grant), the portion of such Incentive Stock Options that exceeds such threshold shall be treated as Non-qualified Stock Options. The Committee shall determine, in accordance with applicable provisions of the Code, Treasury Regulations and other administrative pronouncements, which of a Holder’s Options, which were intended by the Committee to be Incentive Stock Options when granted to the Holder, will not constitute Incentive Stock Options because of such limitation, and shall make reasonable efforts to notify the Holder of such determination as soon as practicable after such determination. No Incentive Stock Option shall be granted to an Employee if, at the time the Incentive Stock Option is granted, such Employee is a Ten Percent Stockholder, unless (i) at the time such Incentive Stock Option is granted the Option price is at least one hundred ten percent (110%) of the Fair Market Value of the Shares subject to the Incentive Stock Option, and (ii) such Incentive Stock Option by its terms is not exercisable after the expiration of five (5) years from the date of grant. No Incentive Stock Option shall be granted more than ten (10) years from the earlier of the Effective Date or date on which the Plan is approved by the Company’s stockholders. The designation by the Committee of an Option as an Incentive Stock Option shall not guarantee the Holder that the Option will satisfy the applicable requirements for “incentive stock option” status under Section 422 of the Code.

7.4 Option Agreement. Each Option shall be evidenced by an Option Agreement in such form and containing such provisions not inconsistent with the provisions of the Plan as the Committee from time to time shall approve, including, but not limited to, provisions intended to qualify an Option as an Incentive Stock Option. An Option Agreement may provide for the payment of the Option price, in whole or in part, by the delivery of a number of Shares (plus cash if necessary) that have been owned by the Holder for at least six (6) months and having a Fair Market Value equal to such Option price, or such other forms or methods as the Committee may determine from time to time, in each case, subject to such rules and regulations as may be adopted by the Committee. Each Option Agreement shall, solely to the extent inconsistent with the provisions of Sections 6.2, 6.3, and 6.4, as applicable, specify the effect of Termination of Service on the exercisability of the Option. Moreover, without limiting the generality of the foregoing, a Non-qualified Stock Option Agreement may provide for a “cashless exercise” of the Option, in whole or in part, by (a) establishing procedures whereby the Holder, by a properly-executed written notice, directs (i) an immediate market sale or margin loan as to all or a part of Shares to which he is entitled to receive upon exercise of the Option, pursuant to an extension of credit by the Company to the Holder of the Option price, (ii) the delivery of the Shares from the Company directly to a brokerage firm and (iii) the delivery of the Option price from sale or margin loan proceeds from the brokerage firm directly to the Company, or (b) reducing the number of Shares to be issued upon exercise of the Option by the number of such Shares having an aggregate Fair Market Value equal to the Option price (or portion thereof to be so paid) as of the date of the Option’s exercise. An Option Agreement may also include provisions relating to: (i) subject to the provisions hereof, accelerated vesting of Options, and (ii) any other matters not inconsistent with the terms and provisions of the Plan that the Committee shall in its sole discretion determine. The terms and conditions of the respective Option Agreements need not be identical.

7.5 Option Price and Payment. The price at which a Share may be purchased upon exercise of an Option shall be determined by the Committee; provided, however, that such Option price (i) shall not be less than the Fair Market Value of a Share on the date such Option is granted (or 110% of Fair Market Value for an Incentive Stock Option held by Ten Percent Stockholder, as provided in Section 7.3), and (ii) shall be subject to adjustment as provided in Article XV. The Option or portion thereof may be exercised by delivery of an irrevocable notice of exercise to the Company. The Option price for the Option or portion thereof shall be paid in full in the manner prescribed by the Committee as set forth in the Plan and the applicable Option Agreement, which manner, with the consent of the Committee, may include the withholding of Shares otherwise issuable in connection with the exercise of the Option. Separate share certificates shall be issued by the Company for those Shares acquired pursuant to the exercise of an Incentive Stock Option and for those Shares acquired pursuant to the exercise of a Non-qualified Stock Option.

Exhibit 10

7.6 Stockholder Rights and Privileges. The Holder of an Option shall be entitled to all the privileges and rights of a stockholder of the Company solely with respect to such Shares as have been purchased under the Option and for which share certificates have been registered in the Holder’s name.

7.7 Options and Rights in Substitution for Stock or Options Granted by Other Corporations. Options (or other Awards) may be granted under the Plan from time to time in substitution for stock options (or other equity-based awards) held by individuals employed by entities who become Employees, Directors or Consultants as a result of a merger or consolidation of the employing entity with the Company or any Affiliate, or the acquisition by the Company or an Affiliate of the assets of the employing entity, or the acquisition by the Company or an Affiliate of stock or shares of the employing entity with the result that such employing entity becomes an Affiliate. The Shares subject to any such replacement Awards shall not count against the Section 5.1 Share grant limits.

7.8 Prohibition Against Re-Pricing. Except to the extent (i) approved in advance by holders of a majority of the shares of the Company entitled to vote generally in the election of directors, or (ii) as a result of any Change of Control or any adjustment as provided in Article XV, the Committee shall not have the power or authority to reduce, whether through amendment or otherwise, the exercise price under any outstanding Option or Stock Appreciation Right, or to grant any new Award or make any payment of cash in substitution for or upon the cancellation of Options and/or Stock Appreciation Rights previously granted.

ARTICLE VIII

RESTRICTED STOCK AWARDS

8.1 Award. A Restricted Stock Award shall constitute an Award of Shares to the Holder as of the date of the Award which are subject to a “substantial risk of forfeiture” as defined under Section 83 of the Code during the specified Restriction Period. At the time a Restricted Stock Award is made, the Committee shall establish the Restriction Period applicable to such Award. Each Restricted Stock Award may have a different Restriction Period, in the discretion of the Committee. The Restriction Period applicable to a particular Restricted Stock Award shall not be changed except as permitted by Section 8.2.

8.2 Terms and Conditions. At the time any Award is made under this Article VIII, the Company and the Holder shall enter into a Restricted Stock Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. Shares awarded pursuant to a Restricted Stock Award shall be represented by a share certificate registered in the name of the Holder of such Restricted Stock Award. If provided for under the Restricted Stock Agreement, the Holder shall have the right to vote Shares subject thereto and to enjoy all other stockholder rights, including the entitlement to receive dividends on the Shares during the Restriction Period provided that such dividends will be only paid (if at all) to the Holder upon the vesting of the underlying Shares except that (i) the Holder shall not be entitled to delivery of the share certificate until the Restriction Period shall have expired, (ii) the Company shall retain custody of the share certificate during the Restriction Period (with a share power endorsed by the Holder in blank), (iii) the Holder may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the Shares during the Restriction Period and (iv) a breach of the terms and conditions established by the Committee pursuant to the Restricted Stock Agreement shall cause a forfeiture of the Restricted Stock Award (along with any unpaid dividends on such unvested Shares). At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Restricted Stock Awards, including, but not limited to, rules pertaining to the effect of Termination of Service prior to expiration of the Restriction Period. Such additional terms, conditions or restrictions shall, to the extent inconsistent with the provisions of Sections 6.2, 6.3 and 6.4, as applicable, be set forth in a Restricted Stock Agreement made in conjunction with the Award. Such Restricted Stock Agreement may also include provisions relating to: (a) subject to the provisions hereof, accelerated vesting of Awards, and (b) any other matters not inconsistent with the terms and provisions of the Plan that the Committee shall in its sole discretion determine. The terms and conditions of the respective Restricted Stock Agreements need not be identical. All Shares delivered to a Holder as part of a Restricted Stock Award shall be delivered and reported by the Company or the Affiliate, as applicable, to the Holder at the time of vesting.

8.3 Payment for Restricted Stock. The Committee shall determine the amount and form of any payment from a Holder for Shares received pursuant to a Restricted Stock Award, if any, provided that in the absence of such a determination, a Holder shall not be required to make any payment for Shares received pursuant to a Restricted Stock Award, except to the extent otherwise required by law.

ARTICLE IX

UNRESTRICTED STOCK AWARDS

9.1 Award. Shares may be awarded (or sold) to Employees, Directors or Consultants under the Plan which are not subject to Restrictions of any kind, in consideration for past services rendered thereby to the Company or an Affiliate or for other valid consideration.

9.2 Terms and Conditions. At the time any Award is made under this Article IX, the Company and the Holder shall enter into an Unrestricted Stock Agreement setting forth each of the matters contemplated hereby and such other matters as the Committee may determine to be appropriate.

Exhibit 10

9.3 Payment for Unrestricted Stock. The Committee shall determine the amount and form of any payment from a Holder for Shares received pursuant to an Unrestricted Stock Award, if any, provided that in the absence of such a determination, a Holder shall not be required to make any payment for Shares received pursuant to an Unrestricted Stock Award, except to the extent otherwise required by law.

ARTICLE X

RESTRICTED STOCK UNIT AWARDS

10.1 Award. A Restricted Stock Unit Award shall constitute a promise to grant Shares (or cash equal to the Fair Market Value of Shares) to the Holder at the end of a specified Restriction Period. At the time a Restricted Stock Unit Award is made, the Committee shall establish the Restriction Period applicable to such Award. Each Restricted Stock Unit Award may have a different Restriction Period, in the discretion of the Committee. A Restricted Stock Unit shall not constitute an equity interest in the Company and shall not entitle the Holder to voting rights, dividends or any other rights associated with ownership of Shares prior to the time the Holder shall receive a distribution of Shares pursuant to Section 10.3.

10.2 Terms and Conditions. At the time any Award is made under this Article X, the Company and the Holder shall enter into a Restricted Stock Unit Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. The Restricted Stock Unit Agreement shall set forth the individual service-based vesting requirement which the Holder would be required to satisfy before the Holder would become entitled to distribution pursuant to Section 10.3 and the number of Units awarded to the Holder. Such conditions shall be sufficient to constitute a “substantial risk of forfeiture” as such term is defined under Section 409A of the Code. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Restricted Stock Unit Awards in the Restricted Stock Unit Agreement, including, but not limited to, rules pertaining to the effect of Termination of Service prior to expiration of the applicable vesting period. The terms and conditions of the respective Restricted Stock Unit Agreements need not be identical.

10.3 Distributions of Shares. The Holder of a Restricted Stock Unit shall be entitled to receive a cash payment equal to the Fair Market Value of a Share, or one Share, as determined in the sole discretion of the Committee and as set forth in the Restricted Stock Unit Agreement, for each Restricted Stock Unit subject to such Restricted Stock Unit Award, if the Holder satisfies the applicable vesting requirement. Such distribution shall be made no later than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of the calendar year in which the Restricted Stock Unit first becomes vested (i.e., no longer subject to a “substantial risk of forfeiture”).

ARTICLE XI

PERFORMANCE UNIT AWARDS

11.1 Award. A Performance Unit Award shall constitute an Award under which, upon the satisfaction of predetermined individual and/or Company (and/or Affiliate) Performance Goals based on selected Performance Criteria, a cash payment shall be made to the Holder, based on the number of Units awarded to the Holder. At the time a Performance Unit Award is made, the Committee shall establish the Performance Period and applicable Performance Goals. Each Performance Unit Award may have different Performance Goals, in the discretion of the Committee. A Performance Unit Award shall not constitute an equity interest in the Company and shall not entitle the Holder to voting rights, dividends or any other rights associated with ownership of Shares.

11.2 Terms and Conditions. At the time any Award is made under this Article XI, the Company and the Holder shall enter into a Performance Unit Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. The Committee shall set forth in the applicable Performance Unit Agreement the Performance Period, Performance Criteria and Performance Goals which the Holder and/or the Company would be required to satisfy before the Holder would become entitled to payment pursuant to Section 11.3, the number of Units awarded to the Holder and the dollar value or formula assigned to each such Unit. Such payment shall be subject to a “substantial risk of forfeiture” under Section 409A of the Code. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Performance Unit Awards, including, but not limited to, rules pertaining to the effect of Termination of Service prior to expiration of the applicable performance period. The terms and conditions of the respective Performance Unit Agreements need not be identical.

11.3 Payments. The Holder of a Performance Unit shall be entitled to receive a cash payment equal to the dollar value assigned to such Unit under the applicable Performance Unit Agreement if the Holder and/or the Company satisfy (or partially satisfy, if applicable under the applicable Performance Unit Agreement) the Performance Goals set forth in such Performance Unit Agreement. If necessary to satisfy the requirements of Code Section 162(m) as in effect on the Effective Date, if applicable, the achievement of such Performance Goals shall be certified in writing by the Committee prior to any payment. All payments shall be made no later than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of the Company’s fiscal year to which such performance goals and objectives relate (i.e., no longer subject to a “substantial risk of forfeiture”).

Exhibit 10

ARTICLE XII

PERFORMANCE STOCK AWARDS

12.1 Award. A Performance Stock Award shall constitute a promise to grant Shares (or cash equal to the Fair Market Value of Shares) to the Holder at the end of a specified Performance Period subject to achievement of specified Performance Goals. At the time a Performance Stock Award is made, the Committee shall establish the Performance Period and applicable Performance Goals based on selected Performance Criteria. Each Performance Stock Award may have different Performance Goals, in the discretion of the Committee. A Performance Stock Award shall not constitute an equity interest in the Company and shall not entitle the Holder to voting rights, dividends or any other rights associated with ownership of Shares unless and until the Holder shall receive a distribution of Shares pursuant to Section 12.3.

12.2 Terms and Conditions. At the time any Award is made under this Article XII, the Company and the Holder shall enter into a Performance Stock Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. The Committee shall set forth in the applicable Performance Stock Agreement the Performance Period, selected Performance Criteria and Performance Goals which the Holder and/or the Company would be required to satisfy before the Holder would become entitled to the receipt of Shares pursuant to such Holder’s Performance Stock Award and the number of Shares subject to such Performance Stock Award. Such distribution shall be subject to a “substantial risk of forfeiture” under Section 409A of the Code. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Performance Stock Awards, including, but not limited to, rules pertaining to the effect of the Holder’s Termination of Service prior to the expiration of the applicable performance period. The terms and conditions of the respective Performance Stock Agreements need not be identical.

12.3 Distributions of Shares or Payment of Cash. The Holder of a Performance Stock Award shall be entitled to receive a cash payment equal to the Fair Market Value of a Share, or one Share, as determined in the sole discretion of the Committee, for each Performance Stock Award subject to such Performance Stock Agreement, if the Holder satisfies the applicable vesting requirement. If necessary to satisfy the requirements of Code Section 162(m) as in effect on the Effective Date, if applicable, the achievement of such Performance Goals shall be certified in writing by the Committee prior to any payment. Such distribution shall be made no later than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of the Company’s fiscal year to which such performance goals and objectives relate (i.e., no longer subject to a “substantial risk of forfeiture”).

ARTICLE XIII

DISTRIBUTION EQUIVALENT RIGHTS

13.1 Award. A Distribution Equivalent Right shall entitle the Holder to receive bookkeeping credits, cash payments and/or Share distributions equal in amount to the distributions that would have been made to the Holder had the Holder held a specified number of Shares during the specified period of the Award.

13.2 Terms and Conditions. At the time any Award is made under this Article XIII, the Company and the Holder shall enter into a Distribution Equivalent Rights Award Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. The Committee shall set forth in the applicable Distribution Equivalent Rights Award Agreement the terms and conditions, if any, including whether the Holder is to receive credits currently in cash, is to have such credits reinvested (at Fair Market Value determined as of the date of reinvestment) in additional Shares or is to be entitled to choose among such alternatives. Such receipt shall be subject to a “substantial risk of forfeiture” under Section 409A of the Code and, if such Award becomes vested, the distribution of such cash or Shares shall be made no later than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of the Company’s fiscal year in which the Holder’s interest in the Award vests (i.e., no longer subject to a “substantial risk of forfeiture”). Distribution Equivalent Rights Awards may be settled in cash or in Shares, as set forth in the applicable Distribution Equivalent Rights Award Agreement. A Distribution Equivalent Rights Award may, but need not be, awarded in tandem with another Award (other than an Option or a SAR), whereby, if so awarded, such Distribution Equivalent Rights Award shall expire, terminate or be forfeited by the Holder, as applicable, under the same conditions as under such other Award.

13.3 Interest Equivalents. The Distribution Equivalent Rights Award Agreement for a Distribution Equivalent Rights Award may provide for the crediting of interest on a Distribution Rights Award to be settled in cash at a future date (but in no event later than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of the Company’s fiscal year in which such interest is credited and vested (i.e., no longer subject to a “substantial risk of forfeiture”)), at a rate set forth in the applicable Distribution Equivalent Rights Award Agreement, on the amount of cash payable thereunder.

ARTICLE XIV

STOCK APPRECIATION RIGHTS

14.1 Award. A Stock Appreciation Right shall constitute a right, granted alone or in connection with a related Option, to receive a payment equal to the increase in value of a specified number of Shares between the date of Award and the date of exercise.

Exhibit 10

14.2 Terms and Conditions. At the time any Award is made under this Article XIV, the Company and the Holder shall enter into a Stock Appreciation Right Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. The Committee shall set forth in the applicable Stock Appreciation Right Agreement the terms and conditions of the Stock Appreciation Right, including (i) the base value (the “Base Value”) for the Stock Appreciation Right, which shall be not less than the Fair Market Value of a Share on the date of grant of the Stock Appreciation Right, (ii) the number of Shares subject to the Stock Appreciation Right, (iii) the period during which the Stock Appreciation Right may be exercised; provided, however, that no Stock Appreciation Right shall be exercisable after the expiration of ten (10) years from the date of its grant, and (iv) any other special rules and/or requirements which the Committee imposes upon the Stock Appreciation Right. Upon the exercise of some or all of the portion of a Stock Appreciation Right, the Holder shall receive a payment from the Company, in cash or in the form of Shares having an equivalent Fair Market Value or in a combination of both, as determined in the sole discretion of the Committee, equal to the product of:

(a) The excess of (i) the Fair Market Value of a Share on the date of exercise, over (ii) the Base Value, multiplied by,

(b) The number of Shares with respect to which the Stock Appreciation Right is exercised.

14.3 Tandem Stock Appreciation Rights. If the Committee grants a Stock Appreciation Right which is intended to be a Tandem Stock Appreciation Right, the Tandem Stock Appreciation Right shall be granted at the same time as the related Option, and the following special rules shall apply:

(a) The Base Value shall be equal to or greater than the per Share exercise price under the related Option;

(b) The Tandem Stock Appreciation Right may be exercised for all or part of the Shares which are subject to the related Option, but solely upon the surrender by the Holder of the Holder’s right to exercise the equivalent portion of the related Option (and when a Share is purchased under the related Option, an equivalent portion of the related Tandem Stock Appreciation Right shall be canceled);

(d) The value of the payment with respect to the Tandem Stock Appreciation Right may be no more than one hundred percent (100%) of the difference between the per Share exercise price under the related Option and the Fair Market Value of the Shares subject to the related Option at the time the Tandem Stock Appreciation Right is exercised, multiplied by the number of the Shares with respect to which the Tandem Stock Appreciation Right is exercised; and

(e) The Tandem Stock Appreciation Right may be exercised solely when the Fair Market Value of the Shares subject to the related Option exceeds the per Share exercise price under the related Option.

ARTICLE XV

RECAPITALIZATION OR REORGANIZATION

15.1 Adjustments to Shares. The shares with respect to which Awards may be granted under the Plan are Shares as presently constituted; provided, however, that if, and whenever, prior to the expiration or distribution to the Holder of Shares underlying an Award theretofore granted, the Company shall effect a subdivision or consolidation of the Shares or the payment of a Share dividend on Shares without receipt of consideration by the Company, the number of Shares with respect to which such Award may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding Shares, shall be proportionately increased, and the purchase price per Share shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding Shares, shall be proportionately reduced, and the purchase price per Share shall be proportionately increased. Notwithstanding the foregoing or any other provision of this Article XV, any adjustment made with respect to an Award (x) which is an Incentive Stock Option, shall comply with the requirements of Section 424 of the Code, and in no event shall any adjustment be made which would render any Incentive Stock Option granted under the Plan to be other than an “incentive stock option” for purposes of Section 422 of the Code, and (y) which is a Non-qualified Stock Option (or Stock Appreciation Right), shall comply with the requirements of Section 409A of the Code, and in no event shall any adjustment be made which would render any Non-qualified Stock Option (or Stock Appreciation Right) granted under the Plan to become subject to Section 409A of the Code.

15.2 Recapitalization. If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of a previously granted Award, the Holder shall be entitled to receive (or entitled to purchase, if applicable) under such Award, in lieu of the number of Shares then covered by such Award, the number and class of shares and securities to which the Holder would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the Holder had been the holder of record of the number of Shares then covered by such Award.

15.3 Other Events. In the event of changes to the outstanding Shares by reason of an extraordinary cash dividend, reorganization, merger, consolidation, combination, split-up, spin-off, exchange or other relevant change in capitalization occurring after the date of the grant of any Award and not otherwise provided for under this Article XV, any outstanding Awards and any Award Agreements evidencing such Awards shall be adjusted by the Board in its discretion in such manner as the Board shall deem equitable or appropriate taking into consideration the applicable accounting and tax consequences, as to the number and price of Shares or other consideration subject to such Awards. In the event of any adjustment pursuant to Sections 15.1, 15.2 or this Section 15.3, the aggregate number of Shares available under the Plan pursuant to Section 5.1 (and the Code Section 162(m) limit set forth therein) may be appropriately adjusted by the Board, the determination of which shall be conclusive. In addition, the Committee may make provision for a cash payment to a Holder or a person who has an outstanding Award. The number of Shares subject to any Award shall be rounded to the nearest whole number.

Exhibit 10

15.4 Powers Not Affected. The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or of the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change of the Company’s capital structure or business, any merger or consolidation of the Company, any issue of debt or equity securities ahead of or affecting Shares or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.

15.5 No Adjustment for Certain Awards. Except as hereinabove expressly provided, the issuance by the Company of shares of any class or securities convertible into shares of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor or upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect previously granted Awards, and no adjustment by reason thereof shall be made with respect to the number of Shares subject to Awards theretofore granted or the purchase price per Share, if applicable.

15.6 Effect of Change of Control. In the event that there is a Change of Control and/or the Company is a party to a merger or acquisition or reorganization or similar transaction, outstanding Awards shall be subject to the merger agreement or other applicable transaction agreement. Such agreement may provide, without limitation, that subject to the consummation of the applicable transaction, for the assumption (or substitution) of outstanding Awards by the surviving entity or its parent, for their continuation by the Company (if the Company is a surviving corporation), or for their cancellation either with or without consideration, in all cases without the consent of the Holder and outstanding Awards need not be uniformly treated.

ARTICLE XVI

AMENDMENT AND TERMINATION OF PLAN

The Plan shall continue in effect, unless sooner terminated pursuant to this Article XVI, until September 1, 2031. The Board in its discretion may terminate the Plan at any time with respect to any Shares for which Awards have not theretofore been granted; provided, however, that the Plan’s termination shall not materially and adversely impair the rights of a Holder with respect to any Award theretofore granted without the consent of the Holder. The Board shall have the right to alter or amend the Plan or any part hereof from time to time; provided, however, that without the approval by a majority of the votes cast at a meeting of stockholders at which a quorum representing a majority of the shares of the Company entitled to vote generally in the election of directors is present in person or by proxy, no amendment or modification of the Plan may (i) materially increase the benefits accruing to Holders, (ii) except as otherwise expressly provided in Article XV, increase the number of Shares subject to the Plan or the individual Award Agreements specified in Article V, (iii) materially modify the requirements for participation in the Plan, or (iv) amend, modify or suspend Section 7.8 (re-pricing prohibitions) or this Article XVI. In addition, no change in any Award theretofore granted may be made which would materially and adversely impair the rights of a Holder with respect to such Award without the consent of the Holder (unless such change is required in order to cause the benefits under the Plan to qualify as “performance-based” compensation within the meaning of Section 162(m) of the Code as in effect at the time of such Award, or to exempt the Plan or any Award from Section 409A of the Code).

ARTICLE XVII

MISCELLANEOUS

17.1 No Right to Award. Neither the adoption of the Plan by the Company nor any action of the Board or the Committee shall be deemed to give an Employee, Director or Consultant any right to an Award except as may be evidenced by an Award Agreement duly executed on behalf of the Company, and then solely to the extent and on the terms and conditions expressly set forth therein.

17.2 No Rights Conferred. Nothing contained in the Plan shall (i) confer upon any Employee any right with respect to continuation of employment with the Company or any Affiliate, (ii) interfere in any way with any right of the Company or any Affiliate to terminate the employment of an Employee at any time, (iii) confer upon any Director any right with respect to continuation of such Director’s membership on the Board, (iv) interfere in any way with any right of the Company or an Affiliate to terminate a Director’s membership on the Board at any time, (v) confer upon any Consultant any right with respect to continuation of his or her consulting engagement with the Company or any Affiliate, or (vi) interfere in any way with any right of the Company or an Affiliate to terminate a Consultant’s consulting engagement with the Company or an Affiliate at any time.

17.3 Other Laws; No Fractional Shares; Withholding. The Company shall not be obligated by virtue of any provision of the Plan to recognize the exercise of any Award or to otherwise sell or issue Shares in violation of any laws, rules or regulations, and any postponement of the exercise or settlement of any Award under this provision shall not extend the term of such Award. Neither the Company nor its directors or officers shall have any obligation or liability to a Holder with respect to any Award (or Shares issuable thereunder) (i) that shall lapse because of such postponement, or (ii) for any failure to comply with the requirements of any applicable law, rules or regulations, including but not limited to any failure to comply with the requirements of Section 409A of this Code. No fractional Shares shall be delivered, nor shall any cash in lieu of fractional Shares be paid. The Company shall have the right to deduct in cash (whether under this Plan or otherwise) in connection with all Awards any taxes required by law to be withheld and to require any payments required to enable it to satisfy its withholding obligations. In the case of any Award satisfied in the form of Shares, no Shares shall be issued unless and until arrangements satisfactory to the Company shall have been made to satisfy any tax withholding obligations applicable with respect to such Award. Subject to such terms and conditions as the Committee may impose, the Company shall have the right to retain, or the Committee may, subject to such terms and conditions as it may establish from time to time, permit Holders to elect to tender, Shares (including Shares issuable in respect of an Award) to satisfy, in whole or in part, the amount required to be withheld.

Exhibit 10

17.4 No Restriction on Corporate Action. Nothing contained in the Plan shall be construed to prevent the Company or any Affiliate from taking any corporate action which is deemed by the Company or such Affiliate to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Award made under the Plan. No Employee, Director, Consultant, beneficiary or other person shall have any claim against the Company or any Affiliate as a result of any such action.

17.5 Restrictions on Transfer. No Award under the Plan or any Award Agreement and no rights or interests herein or therein, shall or may be assigned, transferred, sold, exchanged, encumbered, pledged or otherwise hypothecated or disposed of by a Holder except (i) by will or by the laws of descent and distribution, or (ii) where permitted under applicable tax rules, by gift to any Family Member of the Holder, subject to compliance with applicable laws. An Award may be exercisable during the lifetime of the Holder only by such Holder or by the Holder’s guardian or legal representative unless it has been transferred by gift to a Family Member of the Holder, in which case it shall be exercisable solely by such transferee. Notwithstanding any such transfer, the Holder shall continue to be subject to the withholding requirements provided for under Section 17.3 hereof.

17.6 Beneficiary Designations. Each Holder may, from time to time, name a beneficiary or beneficiaries (who may be contingent or successive beneficiaries) for purposes of receiving any amount which is payable in connection with an Award under the Plan upon or subsequent to the Holder’s death. Each such beneficiary designation shall serve to revoke all prior beneficiary designations, be in a form prescribed by the Company and be effective solely when filed by the Holder in writing with the Company during the Holder’s lifetime. In the absence of any such written beneficiary designation, for purposes of the Plan, a Holder’s beneficiary shall be the Holder’s estate.

17.7 Rule 16b-3. It is intended that the Plan and any Award made to a person subject to Section 16 of the Exchange Act shall meet all of the requirements of Rule 16b-3 so that the issuance of such Awards is exempt from Exchange Act Section 16(b) liability. If any provision of the Plan or of any such Award would disqualify the Plan or such Award under, or would otherwise not comply with the requirements of, Rule 16b-3, such provision or Award shall be construed or deemed to have been amended as necessary to conform to the requirements of Rule 16b-3.

17.8 Section 162(m). The following conditions shall apply if it is intended that the requirements of Section 162(m) of the Code, as in effect on the date of any Award, be satisfied such that such Awards which were made to Holders who were “covered employees” (as such term was defined in Section 162(m) of the Code at the time of such Award) shall continue to constitute “performance-based” compensation within the meaning of Section 162(m) as then in effect. Any Performance Goal(s) applicable to Qualified Performance-Based Awards shall be objective, shall be established not later than ninety (90) days after the beginning of any applicable Performance Period (or at such other date as may be required or permitted for “performance-based” compensation under Section 162(m) of the Code in effect at the time of the Award) and shall otherwise meet the requirements of Section 162(m) of the Code as in effect at the time of the Award, including the requirement that the outcome of the Performance Goal or Goals be substantially uncertain (as defined in the regulations under Section 162(m) of the Code in effect at the time of the Award) at the time established. The Performance Criteria to be utilized under the Plan to establish Performance Goals shall consist of objective tests based on one or more of the following: earnings or earnings per share, cash flow or cash flow per share, operating cash flow or operating cash flow per share revenue growth, product revenue growth, financial return ratios (such as return on equity, return on investment and/or return on assets), share price performance, stockholder return, equity and/or value, operating income, operating margins, earnings before interest, taxes, depreciation and amortization, earnings, pre- or post-tax income, economic value added (or an equivalent metric), profit returns and margins, credit quality, sales growth, market share, working capital levels, comparisons with various share market indices, year-end cash, debt reduction, assets under management, operating efficiencies, strategic partnerships or transactions (including co-development, co-marketing, profit sharing, joint venture or other similar arrangements), and/or financing and other capital raising transaction. Performance criteria may be established on a Company-wide basis or with respect to one or more Company business units or divisions or subsidiaries; and either in absolute terms, relative to the performance of one or more similarly situated companies, or relative to the performance of an index covering a peer group of companies. When establishing Performance Goals for the applicable Performance Period, the Committee may exclude any or all “extraordinary items” as determined under U.S. generally accepted accounting principles including, without limitation, the charges or costs associated with restructurings of the Company, discontinued operations, other unusual or non-recurring items, and the cumulative effects of accounting changes, and as identified in the Company’s financial statements, notes to the Company’s financial statements or management’s discussion and analysis of financial condition and results of operations contained in the Company’s most recent annual report filed with the U.S. Securities and Exchange Commission pursuant to the Exchange Act. Holders who are “covered employees” (as defined in Section 162(m) of the Code in effect on the Effective Date) shall be eligible to receive payment under a Qualified Performance-Based Award which is subject to achievement of a Performance Goal or Goals only if the applicable Performance Goal or Goals are achieved within the applicable Performance Period, as determined by the Committee. If any provision of the Plan would disqualify the Plan or would not otherwise permit the Plan to comply with Section 162(m) of the Code with respect to any Award that previously complied with Section 162(m) as in effect at the time of such Award, then such provision shall, to the extent practicable, be construed or deemed amended to conform to the requirements or provisions of Section 162(m) of the Code as then in effect. The Committee may postpone the exercising of Awards, the issuance or delivery of Shares under any Award or any action permitted under the Plan to prevent the Company or any subsidiary from being denied a federal income tax deduction, provided that such deferral satisfies the requirements of Section 409A of the Code. For purposes of the requirements of Treasury Regulation Section 1.162-27(e)(4)(i) as in effect on the Effective Date, the maximum aggregate amount that may be paid in cash during any calendar year to any one person (measured from the date of any payment) with respect to one or more Awards payable in cash shall be Three Million Dollars ($3,000,000). Such amount would act as a limit on cash payments made under Performance Unit Awards or Performance Stock Unit Awards, but would not apply to other types of awards, such as Restricted Stock Awards or Options.

Exhibit 10

17.9 Section 409A. Notwithstanding any other provision of the Plan, the Committee shall have no authority to issue an Award under the Plan with terms and/or conditions which would cause such Award to constitute non-qualified “deferred compensation” under Section 409A of the Code unless such Award shall be structured to be exempt from or comply with all requirements of Code Section 409A. The Plan and all Award Agreements are intended to comply with the requirements of Section 409A of the Code (or to be exempt therefrom) and shall be so interpreted and construed and no amount shall be paid or distributed from the Plan unless and until such payment complies with all requirements of Code Section 409A. It is the intent of the Company that the provisions of this Agreement and all other plans and programs sponsored by the Company be interpreted to comply in all respects with Code Section 409A, however, the Company shall have no liability to the Holder, or any successor or beneficiary thereof, in the event taxes, penalties, excise taxes and/or interest may ultimately be determined to be applicable to any payment or benefit received by the Holder or any successor or beneficiary thereof.

17.10 Indemnification. Each person who is or shall have been a member of the Committee or of the Board shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred thereby in connection with or resulting from any claim, action, suit, or proceeding to which such person may be made a party or may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid thereby in settlement thereof, with the Company’s approval, or paid thereby in satisfaction of any judgment in any such action, suit, or proceeding against such person; provided, however, that such person shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive and shall be independent of any other rights of indemnification to which such persons may be entitled under the Company’s Certificate of Incorporation or By-laws, by contract, as a matter of law, or otherwise.

17.11 Other Benefit Plans. No Award, payment or amount received hereunder shall be taken into account in computing an Employee’s salary or compensation for the purposes of determining any benefits under any pension, retirement, life insurance or other benefit plan of the Company or any Affiliate, unless such other plan specifically provides for the inclusion of such Award, payment or amount received. Nothing in the Plan shall be construed to limit the right of the Company to establish other plans or to pay compensation to its employees, in cash or property, in a manner which is not expressly authorized under the Plan.

17.12 Limits of Liability. Any liability of the Company with respect to an Award shall be based solely upon the contractual obligations created under the Plan and the Award Agreement. None of the Company, any member of the Board nor any member of the Committee shall have any liability to any party for any action taken or not taken, in good faith, in connection with or under the Plan.

17.13 Governing Law. Except as otherwise provided herein, the Plan shall be construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law.

17.14 Severability of Provisions. If any provision of the Plan is held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of the Plan, and the Plan shall be construed and enforced as if such invalid or unenforceable provision had not been included in the Plan.

17.15 No Funding. The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of funds or assets to ensure the payment of any Award. Prior to receipt of Shares or a cash distribution pursuant to the terms of an Award, such Award shall represent an unfunded unsecured contractual obligation of the Company and the Holder shall have no greater claim to the Shares underlying such Award or any other assets of the Company or Affiliate than any other unsecured general creditor.

17.16 Headings. Headings used throughout the Plan are for convenience only and shall not be given legal significance.

17.17 Minimum Vesting. Notwithstanding anything to the contrary, with respect to at least 95% of the Shares underlying all Awards granted under the Plan after September 21, 2023, such Awards shall have a minimum vesting period for every portion of the Award of at least one year after the Award’s date of grant. This minimum vesting requirement for such covered Awards may not be superseded by an individual Award agreement or other agreement.

17.18 Dividends/Dividend Equivalents. For all Awards, no payment of dividends (or dividend equivalents) shall be made with respect to any unvested Awards. Dividends (and dividend equivalents) shall only be paid to a Participant to the extent that the underlying Award to which the dividends/dividend equivalents are attached becomes vested. For avoidance of doubt, accrual of dividends (and dividend equivalents) while the underlying Award is unvested and which are payable upon vesting is permitted to the extent provided under this Plan or Award Agreement.

Exhibit 10

17.19 Acceleration of Vesting Permitted Only in Limited Circumstances. The Committee and any Award Agreement may provide for accelerated vesting of an Award only (i) in the event of a Participant’s death or (ii) in the event of a Participant’s Total and Permanent Disability, or (iii) if a Change of Control occurs and there is no assumption, substitution or continuation of Awards, then the Committee in its discretion may provide that some or all Awards shall vest and become exercisable as of immediately before such Change of Control. Additionally, the Committee may also in its discretion include in an Award Agreement that accelerated vesting of an Award will be provided if the Participant’s Termination of Service is effected without Cause by the Company (or its acquirer) within a specified period of time before, on or after a Change of Control. For avoidance of doubt, (a) “substitution” includes, without limitation, an Award being replaced by a cash award that provides an equivalent intrinsic value (wherein intrinsic value equals the difference between the market value of a share and any exercise price) and (b) this Section 17.19 shall not modify any accelerated vesting provisions approved by the Committee or the Board on or before September 21, 2023, relating to any Award outstanding as of September 21, 2023.

EX-31.1 3 ex3112025123110-qexhibitq2.htm EX-31.1 Document

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gregory Garrabrants, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Axos Financial, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d -15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Dated:

January 29, 2026

/s/ GREGORY GARRABRANTS

GREGORY GARRABRANTS

President and Chief Executive Officer (Principal Executive Officer)

EX-31.2 4 ex3122025123110-qexhibitq2.htm EX-31.2 Document

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Derrick K. Walsh, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Axos Financial, Inc.;

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Dated:

January 29, 2026

/s/ DERRICK K. WALSH

DERRICK K. WALSH

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

EX-32.1 5 ex3212025123110-qexhibitq2.htm EX-32.1 Document

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Axos Financial, Inc. (the “Company”) on Form 10-Q for the period ended December 31, 2025 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, Gregory Garrabrants, hereby certify in my capacity as President and Chief Executive Officer of the Company, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

a)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

b)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the financial statements included in such Report.

Dated:

January 29, 2026

/s/ GREGORY GARRABRANTS

GREGORY GARRABRANTS

President and Chief Executive Officer (Principal Executive Officer)

EX-32.2 6 ex3222025123110-qexhibitq2.htm EX-32.2 Document

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly l Report of Axos Financial, Inc. (the “Company”) on Form 10-Q for the period ended December 31, 2025 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, Derrick K. Walsh, hereby certify in my capacity as Executive Vice President and Chief Financial Officer of the Company, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 that:

a)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

Dated:

January 29, 2026

/s/ DERRICK K. WALSH

DERRICK K. WALSH

Executive Vice President and Chief Financial Officer (Principal Financial Officer)