Axos Financial Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

For the fiscal year ended June 30, 2024

Commission file number:001-37709

(Exact name of registrant as specified in its charter)

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(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒ No☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yeso No ☒

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 and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☒ No☐

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

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes☒ No☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the Registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based upon the closing sales price of the common stock on the New York Stock Exchange of $54.60 on December 29, 2023 was $1,982,756,903.

The number of shares of the registrant’s common stock outstanding as of August 9, 2024 was 56,894,891.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement for the registrant’s 2024 Annual Meeting of Stockholders are incorporated by reference into Part III.

INDEX

FORWARD-LOOKING STATEMENTS

References in this Annual Report on Form 10-K (this “report”) to the “Company,” “us,” “we,” “our,” “Axos Financial,” or “Axos” are all to Axos Financial, Inc. and its subsidiaries on a consolidated basis. References in this report to “Axos Bank,” the “Bank,” or “our bank” are to Axos Bank, one of our consolidated subsidiaries.

This report may contain various 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 thereof or comparable terminology, or by discussions of strategy that involve risks and uncertainties. Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements.

Forward-looking statements are subject to significant business, economic and competitive risks, uncertainties and contingencies, many of which are difficult to predict and beyond the control of Axos or the Bank, which could cause our actual results to differ materially from the results expressed or implied in such forward-looking statements. These and other risks, uncertainties and contingencies are described in this report, including under “Item 1A. Risk Factors”, and the Company’s other reports filed with the Securities and Exchange Commission (the “SEC”) from time to time. 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.

RISK FACTOR SUMMARY

Investing in our securities involves a high degree of risk. The following is a summary of certain material risks and uncertainties facing our business. This summary is not a complete discussion of the risks and uncertainties affecting us. A more complete discussion of these and other risks and uncertainties is set forth under “Item 1A. Risk Factors” of this report. Additional risks not presently known to us or that we presently deem immaterial may also affect us. If any of these risks occur, our business, financial condition or results of operations could be materially and adversely affected.

◦Changes in interest rates, including recent increases to interest rates;

◦General economic and market conditions, including the risk of a significant and/or prolonged period of inflation or economic downturn;

◦Changes in the value of securities in our investment portfolio;

◦The soundness of other financial institutions;

◦The political environment and governmental fiscal and monetary policies;

◦Changes in regulation, regulatory capital requirements or regulatory oversight, accounting rules, and laws, including tax laws;

◦Failure to comply with applicable consumer protection laws or regulations, or to satisfy regulators’ supervisory expectations, including those of the Consumer Financial Protection Bureau, the Community Reinvestment Act and fair lending laws and regulations;

◦Changes in the substance or interpretation of federal and state tax laws;

◦Regulatory scrutiny of our broker-dealer business and investment advisory business;

◦Changes in real estate values;

◦Possible defaults on our multifamily residential loans;

◦Mortgage buying activity of Fannie Mae and Freddie Mac;

◦Financial and credit risks associated with commercial and industrial and commercial real estate loans;

◦Seasonal fluctuations in mortgage origination;

◦The adequacy of our allowance for credit losses;

◦Changes in the value of goodwill and other intangible assets;

◦The effectiveness of our risk management processes and procedures;

◦Higher Federal Deposit Insurance Corporation (“FDIC”) assessments could negatively impact profitability;

◦Securities risks related to our broker-dealer business and investment advisory business;

◦Our ability to access the equity capital markets;

◦Access to adequate funding;

◦Our credit ratings;

◦Our ability to manage our growth and deploy assets profitably;

◦Entry into new lines of business or the purchase or introduction of new assets or products and services;

◦Accuracy of customer information;

◦Competition for customers from other banks and financial services companies;

◦Our ability to maintain and enhance our brand;

◦Reputational risk associated with any negative publicity;

◦Extreme weather conditions, a natural disaster, rising sea levels, acts of war or terrorism, civil unrest, public health issues, or other adverse external events;

◦Increased regulation related to Environmental, Social and Governance factors;

◦Our ability to retain the services of key personnel and attract, hire and retain other skilled managers;

◦Possible exposure to environmental liability;

◦Our dependence on third-party service providers for core banking and securities transactions technology;

◦Privacy concerns relating to our technology that could damage our reputation or deter customers from using our products and services;

◦Fraud risks;

◦Risk of systems failure and disruptions to operations;

◦Information security incidents;

◦Our reliance on technology innovation;

◦Development and use of artificial intelligence (“AI”);

◦The market price of our common stock may be volatile;

◦Our charter documents and state law may delay or prevent a change of control or changes in our management;

◦Changes to our size and structure;

◦Our ability to acquire and integrate acquired companies;

◦The outcome or impact of current or future litigation involving the Company; and

◦Failure or circumvention of our controls and procedures.