[8-K] Axos Financial, Inc. Reports Material Event

Rhea-AI Filing Summary

Axos Financial, Inc. issued subordinated unsecured notes under an indenture dated February 24, 2022 and a Second Supplemental Indenture dated September 19, 2025. The notes pay a fixed 7.00% annual interest semi-annually from September 19, 2025 until October 1, 2030, then convert to a floating rate equal to Three-Month Term SOFR plus 379 basis points payable quarterly through maturity on October 1, 2035. Interest payments commence April 1, 2026 for the fixed period and January 1, 2031 for the floating period. Notes are in minimum denominations of $1,000, rank junior to all senior indebtedness, and are redeemable beginning October 1, 2030 at 100% of principal plus accrued interest. Legal opinion and full indenture documents are filed as exhibits.

Insights

Financial Analyst

TL;DR: Axos issued long-dated subordinated notes with a high fixed coupon and a later SOFR-linked float, increasing capital but at material funding cost.

The issuance establishes a capital instrument that matures in 2035 and carries a 7.00% fixed coupon through 2030, then resets to 3-month SOFR + 379bps. For investors and creditors this is a clearly subordinated obligation, which supports balance sheet capital but will be more expensive than typical senior debt. The structure (minimum $1,000 denominations, redemption at par from Oct 1, 2030) provides optionality for the issuer while preserving subordination to senior creditors. Material implications include higher ongoing interest expense relative to lower-cost debt and potential rating/coverage impacts depending on overall capitalization.

Corporate Finance Specialist

TL;DR: The notes supply long-term funding and flexibility, but the high coupon and subordinated rank increase the company’s cost of capital and creditor hierarchy risk.

The security’s terms—fixed rate then SOFR-linked floating, maturity in 2035, subordinated and unsecured status—are consistent with subordinated capital instruments used to bolster regulatory or internal capital metrics. Redemption at par from 2030 gives the issuer an option to refinance if market conditions improve. The explicit filing of the Base and Supplemental Indentures and the legal opinion confirms customary documentation; investors should note the junior claim on assets in liquidation scenarios.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 19, 2025

Axos Financial, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-37709			33-0867444
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification Number)

9205 West Russell Road, Ste 400

Las Vegas, NV 89148

(Address of principal executive offices and 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

Not Applicable

(Former name or former address, if changed since last report.)

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐                                    Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01 Entry Into A Material Definitive Agreement.

On September 19, 2025, Axos Financial, Inc. (the “Company”) completed its previously announced sale of $200,000,000 aggregate principal amount of the Company’s 7.00% Fixed-to-Floating Rate Subordinated Notes due 2035 (the “Notes”) to Keefe, Bruyette & Woods, Inc., as representative of the underwriters named in an underwriting agreement dated September 16, 2025, by and between the Company and the underwriters named therein.

The Notes were issued pursuant to the Indenture, dated as of February 24, 2022 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture, dated as of September 19, 2025 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee.

From and including September 19, 2025 to, but excluding October 1, 2030, or the date of earlier redemption, the Notes will accrue interest at a fixed rate per annum equal to 7.00%, payable semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2026. From and including October 1, 2030, to, but excluding, October 1, 2035 or the date of earlier redemption, (the “floating rate period”), the Notes will accrue interest at a floating rate per annum equal to the benchmark rate, which is the then-current Three-Month Term SOFR (as defined in the Indenture), plus a spread of 379 basis points for each quarterly interest period during the floating rate period, payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, commencing on January 1, 2031; provided, however, that if the benchmark rate is less than zero, the benchmark rate will be deemed to be zero.

The Notes will mature on October 1, 2035. The Notes will be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.

The Notes are unsecured, subordinated and rank junior in right of payment and upon the Company’s liquidation to the Company’s existing and all of the Company’s future Senior Indebtedness (as defined in the Indenture). The Notes may be redeemed on October 1, 2030, and on any interest payment date thereafter, in whole or in part, from time to time, and may be redeemed any time upon the occurrence of certain events, in each case at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, subject to certain conditions described in the Indenture.

The foregoing descriptions of the Base Indenture, Supplemental Indenture and Notes are each qualified in their entirety by reference to the full text thereof, copies of which are attached hereto as Exhibits 4.1, 4.2 and 4.3, respectively, and are incorporated herein by reference.

Thompson Coburn LLP has provided the Company with the legal opinion regarding the Notes, attached hereto as Exhibit 5.1.

Item 2.03 Creation of a Direct Financial Obligation of a Registrant.

The information contained in (or incorporated by reference into) Item 1.01 is incorporated into this Item 2.03 by reference.

Item 9.01     Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit						Description
4.1						Indenture, dated as of February 24, 2022, between Axos Financial, Inc. and U.S. Bank Trust Company, as trustee, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on February 24, 2022.
4.2						Second Supplemental Indenture, dated as of September 19, 2025, between Axos Financial, Inc. and U.S. Bank Trust Company, National Association, as trustee.
4.3						Form of Global Note to represent the 7.00% Fixed-to-Floating Rate Subordinated Notes due 2035 of Axos Financial, Inc. (included in Exhibit 4.2 as Exhibit A).
5.1						Opinion of Thompson Coburn LLP.
23.1						Consent of Thompson Coburn LLP (included in Exhibit 5.1).
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Axos Financial, Inc.

Date:

September 19, 2025

By:

/s/ Derrick K. Walsh

Derrick K. Walsh

EVP and Chief Financial Officer

FAQ

What are the interest terms of Axos Financial (AX) notes filed in this 8-K?

The notes accrue 7.00% annually from September 19, 2025 to October 1, 2030 (semi-annual payments), then 3-month Term SOFR + 379bps quarterly from October 1, 2030 to October 1, 2035.

When do interest payments on the Axos notes begin?

Interest for the fixed period is payable semi-annually beginning April 1, 2026. For the floating period, quarterly payments begin January 1, 2031.

What is the maturity and redemption feature of the notes?

The notes mature on October 1, 2035 and are redeemable in whole or part at 100% of principal plus accrued interest beginning October 1, 2030 and on interest payment dates thereafter.

How are the notes ranked relative to other debt of Axos Financial?

The notes are unsecured and subordinated, ranking junior in right of payment and upon liquidation to the company’s existing and future senior indebtedness.

What exhibits accompany the 8-K regarding these notes?

The Base Indenture, the Second Supplemental Indenture, the form of the Notes, and a legal opinion from Thompson Coburn LLP are filed as Exhibits 4.1, 4.2, 4.3 and 5.1 respectively.