ACQUISITIONS

12 Months Ended

Jun. 30, 2026

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

ACQUISITIONS

Marine Floor Financing Loans. On August 23, 2023, the Company acquired approximately $52 million of marine floor financing loans at par value along with other assets for an additional $2 million, primarily consisting of servicing rights as well as certain employees. The transaction was accounted for as an asset acquisition.

FDIC Loan Purchase. On December 7, 2023, the Company acquired from the FDIC two loan portfolios, comprising both PCD and non-PCD loans, with an aggregate unpaid principal balance of $1.3 billion at a fair value of $901.5 million, reflecting a non-credit-related discount of $306.8 million and an allowance for credit losses on PCD loans of $70.1 million, (the “FDIC Loan Purchase”). Also included in the acquisition were certain related interest rate derivative assets and liabilities with a fair value of $109.0 million and $104.4 million, respectively, as of the date of the acquisition and whose maturities generally align with those of the loans acquired. The acquisition of the non-PCD loans and interest rate derivatives was accounted for as a purchase of financial assets and liabilities, and the Company recognized a $92.4 million gain on the transaction included in “Gain on acquisition” in the Consolidated Statement of Income.

For additional information on PCD loans, see Note 1—“Organizations and Summary of Significant Accounting Policies,” and for additional information on the Company’s loans and derivative instruments, see Note 5—“Loans & Allowance For Credit Losses” and Note 6—“Derivatives,” respectively.

The following table summarizes the PCD loans acquired in the FDIC Loan Purchase:


(Dollars in thousands)	Total
Unpaid principal balance	$	341,301
Non-credit discount	(100,686)
Allowance for credit losses at acquisition	(70,097)
Purchase price	$	170,518

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.

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 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. The allocation may be updated, if necessary, through the measurement period, which ends no later than one year from the acquisition date.

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

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 the Company’s Consolidated Statement of Income was $97.5 million for the fiscal year ended June 30, 2026. Verdant had net income of $4.1 million for the fiscal year ended June 30, 2026 (using the Company’s effective income tax rate for the period).

The following table shows the Company and Verdant pro forma combined net interest income, non-interest income and net income. The pro forma 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 pro forma 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 pro forma information does not reflect the potential benefits of cost and funding synergies, specifically the elimination of Verdant’s elevated financing costs, 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.


	Pro Forma For the Fiscal Year Ended June 30,
(Dollars in thousands)		2026	2025
Net interest income		1,253,333	1,146,651
Non-interest income		236,583	140,076
Net income		482,453	414,030

Commercial Office Complex Purchase. On January 23, 2026, the Company purchased a multi-building commercial office complex and associated amenities located in San Diego, California for approximately $125 million, which Axos Bank intends to occupy as its headquarters in the future. The transaction was accounted for as an asset acquisition and the assets and liabilities acquired are included in the Company’s Consolidated Balance Sheet as of June 30, 2026.

The following table presents the major classes of tangible assets acquired in the transaction:


(Dollars in thousands)	January 23, 2026
Land (non-depreciable)	$	29,813

Depreciable assets:
Buildings	$	73,033
Other	3,874
Total depreciable assets	$	76,907

Additionally, as part of the transaction, the Company acquired certain in-place leases, for which the following intangible asset and liability were recognized as of the acquisition date:


(Dollars in thousands)	January 23, 2026		Weighted-Average Life (Years)
Real estate lease-related intangible assets	$	17,977	4.4

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

•Real estate lease-related intangible assets: Fair value was estimated with a cost approach using a cost-avoidance methodology and an income approach which discounts the differential between expected future contractual in-place lease cash flows compared to the estimated future lease cash flows at current market lease rates.

Deposit Purchase Agreements. On April 22, 2026, the Bank entered into a purchase and assumption agreement with Capital One, National Association to acquire individual retirement accounts (“IRAs”) with an aggregate balance of approximately $3.2 billion deposited into associated savings and certificate of deposit accounts. Under the agreement, the Bank will receive cash for the aggregate deposit balance of the acquired IRAs, less a negotiated premium. The deposit acquisition was approved by the OCC on June 8, 2026, and is expected to close in calendar year 2026.

On May 2, 2026, the Bank completed its previously announced acquisition of all of the United States consumer deposits of Jenius Bank, a digital banking business of SMBC, pursuant to the terms of the Purchase and Assumption Agreement, dated February 12, 2026. The Bank acquired approximately $2.3 billion of deposits from Jenius Bank and received cash, less a negotiated premium.