ax-20260930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


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

For the quarterly period ended September 30, 2026


☐			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
		NYSE Texas (NYSETX)

__________________________________________________________________________________________

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: 56,721,014 shares of common stock, $0.01 par value per share, as of October 16, 2026.

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AXOS FINANCIAL, INC.

INDEX


			Page
PART I – FINANCIAL INFORMATION			1

ITEM 1. FINANCIAL STATEMENTS			1
Condensed Consolidated Balance Sheets (unaudited)			1
Condensed Consolidated Statements of Income (unaudited)			2
Condensed Consolidated Statements of Comprehensive Income (unaudited)			3
Condensed Consolidated Statements of Stockholders’ Equity (unaudited)			4
Condensed Consolidated Statements of Cash Flows (unaudited)			5
Notes to Condensed Consolidated Financial Statements (unaudited)			7
1. Summary of Significant Accounting Policies			7
2. Acquisitions			9
3. Fair Value			12
4. Available-for-Sale Securities			18
5. Loans & Allowance for Credit Losses			20
6. Derivatives			25
7. Offsetting of Derivatives and Securities Financing Agreements			27
8. Stockholders’ Equity and Stock-Based Compensation			28
9. Earnings per Common Share			29
10. Commitments and Contingencies			30


1 1 . Other Assets			31
1 2 . Variable Interest Entities			32
1 3 . Segment Reporting and Revenue Information			33

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			35
USE OF NON-GAAP FINANCIAL MEASURES			38
SELECTED FINANCIAL INFORMATION			39
RESULTS OF OPERATIONS			41
SEGMENT RESULTS			44
FINANCIAL CONDITION			45
LIQUIDITY			48

CAPITAL RESOURCES AND REQUIREMENTS			49


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			50

ITEM 4. CONTROLS AND PROCEDURES			53

PART II – OTHER INFORMATION			54

ITEM 1. LEGAL PROCEEDINGS			54

ITEM 1A. RISK FACTORS			54

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			54

ITEM 3. DEFAULTS UPON SENIOR SECURITIES			54

ITEM 4. MINE SAFETY DISCLOSURES			54

ITEM 5. OTHER INFORMATION			54

ITEM 6. EXHIBITS			55

SIGNATURES			56

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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)	September 30, 2026		June 30, 2026
ASSETS
Cash and cash equivalents	$	1,633,566	$	1,108,633
Restricted cash	243,057		199,169
Total cash, cash equivalents and restricted cash	1,876,623		1,307,802
Trading securities	402		661
Available-for-sale securities	780,585		803,667
Stock of regulatory agencies	36,293		36,166
Loans held for sale, carried at fair value	14,659		14,937
Loans held for sale, lower of cost or fair value	3,298		5,129
Loans—net of allowance for credit losses of $304,361 as of September 30, 2026 and $347,375 as of June 30, 2026	25,912,024		25,595,403
Servicing rights, carried at fair value	26,469		25,653
Securities borrowed	190,831		163,462
Customer, broker-dealer and clearing receivables	320,416		347,944
Goodwill and other intangible assets—net	271,505		249,317
Other assets	1,411,856		1,411,728
TOTAL ASSETS	$	30,844,961	$	29,961,869

LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Non-interest-bearing	$	3,626,503	$	3,828,800
Interest bearing	21,786,694		20,736,592
Total deposits	25,413,197		24,565,392
Advances from the Federal Home Loan Bank	60,000		154,000
Secured financings	511,647		576,680
Borrowings, subordinated notes and debentures	343,166		342,915
Securities loaned	238,502		194,729
Customer, broker-dealer and clearing payables	386,792		365,792
Accounts payable and other liabilities	602,863		595,943
Total liabilities	27,556,167		26,795,451
COMMITMENTS AND CONTINGENCIES (Note 10)
STOCKHOLDERS’ EQUITY:
Common stock—$0.01 par value; 150,000,000 shares authorized; 72,140,489 shares issued and 56,777,418 shares outstanding as of September 30, 2026; 71,939,630 shares issued and 56,734,049 shares outstanding as of June 30, 2026	721		719
Additional paid-in capital	602,268		592,916
Accumulated other comprehensive income (loss)—net of income tax	1,446		3,914
Retained earnings	3,238,545		3,108,897
Treasury stock, at cost; 15,363,071 shares as of September 30, 2026 and 15,205,581 shares as of June 30, 2026	(554,186)		(540,028)
Total stockholders’ equity	3,288,794		3,166,418
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	30,844,961	$	29,961,869

See accompanying notes to the condensed consolidated financial statements.

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AXOS FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	Three Months Ended
	September 30,
(Dollars in thousands, except earnings per common share)	2026		2025
INTEREST AND DIVIDEND INCOME:
Loans, including fees	$	485,881	$	429,575
Securities borrowed and customer receivables	9,798		6,777
Investments and other	21,398		29,384
Total interest and dividend income	517,077		465,736
INTEREST EXPENSE:
Deposits	165,380		169,364
Advances from the Federal Home Loan Bank	8,384		313
Securities loaned	405		285
Other borrowings	11,652		4,724
Total interest expense	185,821		174,686
Net interest income	331,256		291,050
Provision for credit losses	24,500		17,255
Net interest income, after provision for credit losses	306,756		273,795
NON-INTEREST INCOME:
Broker-dealer fee income	10,021		10,948
Advisory fee income	9,370		8,525
Banking and service fees	35,162		10,820
Mortgage banking and servicing rights income	2,460		1,395
Prepayment penalty fee income	6,802		652

Total non-interest income	63,815		32,340
NON-INTEREST EXPENSE:
Salaries and related costs	84,803		76,605
Data and operational processing	26,474		22,057
Depreciation and amortization	29,167		8,341
Advertising and promotional	13,083		12,207
Professional and contracted services	8,537		13,333
Occupancy and equipment	7,027		4,620
FDIC and regulatory fees	7,392		5,619
Broker-dealer clearing charges	4,247		4,203
General and administrative expense	14,680		9,261
Total non-interest expense	195,410		156,246
INCOME BEFORE INCOME TAXES	175,161		149,889
INCOME TAXES	45,513		37,537
NET INCOME	$	129,648	$	112,352

Basic earnings per common share	$	2.28	$	1.99
Diluted earnings per common share	$	2.25	$	1.94

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
	September 30,
(Dollars in thousands)	2026		2025
NET INCOME	$	129,648	$	112,352
Net unrealized gain (loss) from available-for-sale securities, net of income tax	589		254
Net unrealized gain (loss) on cash flow hedges, net of income tax	(3,057)		(538)
Other comprehensive income (loss)	(2,468)		(284)
COMPREHENSIVE INCOME	$	127,180	$	112,068

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 September 30, 2026
	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, 2026			71,939,630	(15,205,581)	56,734,049	$	719	$	592,916	$	3,914	$	3,108,897	$	(540,028)		$	3,166,418
Net income			—	—	—	—		—		—		129,648		—			129,648
Other comprehensive income (loss)			—	—	—	—		—		(2,468)		—		—			(2,468)
Purchase of treasury stock			—	(80,561)	(80,561)	—		—		—		—		(7,002)			(7,002)
Stock-based compensation activity			200,859	(76,929)	123,930	2		9,352		—		—		(7,156)			2,198
BALANCE—September 30, 2026			72,140,489	(15,363,071)	56,777,418	$	721	$	602,268	$	1,446	$	3,238,545	$	(554,186)		$	3,288,794

AXOS FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)



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

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

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AXOS FINANCIAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Three Months Ended
	September 30,
(Dollars in thousands)	2026		2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	129,648	$	112,352
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	29,167		8,341
Other accretion and amortization	(14,068)		(21,699)
Stock-based compensation expense	11,196		10,826
Trading activity	259		116
Provision for credit losses	24,500		17,255
Deferred income taxes	7,167		38,919
Origination of loans held for sale	(47,342)		(47,122)
Other unrealized and realized gains and losses	(7,092)		(783)
Proceeds from sale of loans held for sale	49,674		44,922
Change in the fair value of servicing rights	(583)		1,207











Net change in assets and liabilities which provide (use) cash:
Securities borrowed	(27,369)		(43,122)
Customer, broker-dealer and clearing receivables	27,528		(10,375)
Other assets	47,235		(52,699)
Securities loaned	43,773		65,194
Customer, broker-dealer and clearing payables	21,000		35,215
Accounts payable and other liabilities	204		(40,114)



Net cash provided by operating activities	294,897		118,433
CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from sale and repayment of available-for-sale securities	1,842		8,569
Purchase of stock of regulatory agencies	(57,759)		—
Proceeds from redemption of stock of regulatory agencies	57,773		—
Net change in loans held for investment at amortized cost and at fair value	(363,614)		(637,164)
Proceeds from sale of loans originally classified as held for investment	25,276		82,304
Proceeds from sale of other real estate owned and repossessed assets	467		260


Acquisition of business, net of cash acquired	(7,455)		(474,448)

Purchases of premises, furniture, equipment, software and intangibles	(59,445)		(9,149)
Purchases of other investments	(1,895)		(3,826)
Distributions received from other investments	—		75



Net cash used in investing activities	(404,810)		(1,033,379)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits	847,805		1,435,210


Net (repayment) proceeds of Federal Home Loan Bank other advances	(94,000)		—


Payments related to settlement of restricted stock units	(7,156)		(8,473)
Purchase of treasury stock	(4,003)		—
Repayment of secured financings	(63,912)		—

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











Net cash provided by financing activities	678,734		1,624,187

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AXOS FINANCIAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Three Months Ended
	September 30,
(Dollars in thousands)	2026		2025
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	568,821		709,241
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of year	$	1,307,802	$	2,176,354
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period	$	1,876,623	$	2,885,595
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid on interest-bearing liabilities	180,881		173,499

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
Transfers to other real estate and repossessed vehicles from loans held for investment	1,125		493
Transfers from loans held for investment to loans held for sale	25,274		82,279
Transfers from loans held for sale to loans held for investment	—		537
Equity instruments received	8,700		—
Operating lease liabilities from obtaining right of use assets	112		—
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 MONTH PERIODS ENDED SEPTEMBER 30, 2026 AND 2025

(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, 2026 (“2026 Form 10-K”) filed with the Securities and Exchange Commission (“SEC”).

The accompanying interim condensed consolidated financial statements, presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), are unaudited and reflect all adjustments which, in the opinion of management, are necessary for a fair statement of financial condition and results of operations for the interim periods. All adjustments are of a normal and recurring nature. Results for the three months ended September 30, 2026 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, 2026 included in the 2026 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 2026 Form 10-K. During the three months ended September 30, 2026, 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. Additionally, as part of its role as a loan participant, the Company may enter into risk participation agreements under which the Company agrees to assume a share of a third-party borrower’s obligation if the borrower defaults on its interest rate derivative contract obligation. For additional information on these derivatives see 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 certain floating-rate assets and liabilities. 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 income or expense on the Condensed Consolidated Statements of Income, consistent with the hedged floating-rate asset or liability. 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

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earnings each period in “Interest and dividend income—Investments and other” on the Condensed Consolidated Statements of Income.

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

On July 1, 2026, the Company early adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2025‑06, which amends certain aspects of the accounting for 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 Company early adopted this standard on a prospective basis. There was no impact on the Company’s financial condition or results of operations upon adoption.

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 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

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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.

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 increased the Company’s scale and enhanced 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, which ended on September 30, 2026:


(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 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 was finalized as of September 30, 2026.

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The following table provides the final Verdant purchase consideration allocation as of the date of acquisition, including any purchase price adjustments identified during the measurement period, which ended on September 30, 2026:


(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.

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.

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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 Condensed Consolidated Statement of Income for the three months ended September 30, 2025 was not significant and Verdant incurred a net loss of $5.8 million for the three months ended September 30, 2025, reflecting the post-acquisition provision for credit losses on the loans and leases acquired.

The following table shows the Company and Verdant 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, 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 Three Months Ended September 30,

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

Deposit Purchase Agreement. On September 21, 2026, the Company completed its previously announced acquisition of individual retirement accounts (“IRAs”) deposited into associated savings and certificate of deposit accounts from Capital One, National Association (“Capital One”), pursuant to the terms of the Purchase and Assumption Agreement, dated April 22, 2026. The Company acquired approximately $1.8 billion of IRA deposits from Capital One and received cash for the aggregate deposit balance, less a negotiated premium. A core deposit intangible was recorded for $22.2 million, which the Company expects to amortize over a period of five years.

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3. FAIR VALUE

The following tables set forth the Company’s financial assets and liabilities measured at fair value on a recurring basis at September 30, 2026 and June 30, 2026. Assets and liabilities are classified in their entirety based on the lowest level of input significant to the fair value measurement:


	September 30, 2026
(Dollars in thousands)	Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
ASSETS:
Trading securities	$	402	$	—	$	402
Available-for-sale securities:

United States Treasury securities	$	712,025	$	—	$	712,025
Agency MBS	64,466		—		64,466
Non-Agency MBS	—		4,094		4,094


Total—Available-for-sale securities:	$	776,491	$	4,094	$	780,585
Loans held for sale	$	14,659	$	—	$	14,659
Servicing rights	$	—	$	26,469	$	26,469
Other assets—Derivative instruments1	$	29,751	$	—	$	29,751
Other assets—Loans held for investment at fair value	$	—	$	11,000	$	11,000
Other assets—Equity instruments	$	—	$	8,700	$	8,700
LIABILITIES:
Accounts payable and other liabilities—Derivative instruments	$	75,911	$	—	$	75,911
Accounts payable and other liabilities—Contingent Consideration	$	—	$	29,685	$	29,685



	June 30, 2026
(Dollars in thousands)	Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
ASSETS:
Trading securities	$	661	$	—	$	661
Available-for-sale securities:
United States Treasury securities	$	732,422	$	—	$	732,422
Agency MBS	66,972		—		66,972
Non-Agency MBS	—		4,273		4,273


Total—Available-for-sale securities:	$	799,394	$	4,273	$	803,667
Loans held for sale	$	14,937	$	—	$	14,937
Servicing rights	$	—	$	25,653	$	25,653
Other assets—Derivative instruments1	$	16,941	$	—	$	16,941
Other assets—Loans held for investment at fair value	$	—	$	10,000	$	10,000
LIABILITIES:
Accounts payable and other liabilities—Derivative instruments	$	52,509	$	—	$	52,509
Accounts payable and other liabilities—Contingent Consideration	$	—	$	30,810	$	30,810
1 Other assets - Derivative instruments are presented net of $83.9 million and $52.3 million of variation margin on centrally-cleared derivatives as of September 30, 2026 and June 30, 2026, respectively.

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For information on the valuation methodologies used by the Company, see Note 3—“Fair Value” in the 2026 Form 10-K.

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. There were no transfers in or out of Level 3 during the three months ended September 30, 2026 and the three months ended September 30, 2025.


	For the Three Months Ended
	September 30, 2026
(Dollars in thousands)	Available-for-sale Securities: Non-Agency MBS		Servicing Rights1		Other assets—Loans held for investment at fair value		Other assets—Equity instruments		Accounts payable and other liabilities—Contingent Consideration		Total
Opening balance	$	4,273	$	25,653	$	10,000	$	—	$	30,810	$	70,736


Total gains or losses for the period:


Included in earnings—Banking and service fees2	—		—		1,000		—		—		1,000
Included in earnings—Mortgage banking and servicing rights income	—		621		—		—		—		621
Included in earnings—General and administrative expense	—		—		—		—		(1,125)		(1,125)
Included in other comprehensive income	(89)		—		—		—		—		(89)
Purchases, retentions, issues, exchanges, sales and settlements:
Purchases/Issuances/Exchanges/Retentions	—		195		—		8,700		—		8,895


Settlements/Sales	(90)		—		—		—		—		(90)
Closing balance	$	4,094	$	26,469	$	11,000	$	8,700	$	29,685	$	79,948

Change in unrealized gains or losses for the period included in earnings for assets and liabilities held at the end of the reporting period	$	—	$	621	$	1,000	$	—	$	(1,125)	$	496

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 for the three months ended September 30, 2026 and an increase in servicing rights value resulting from market-driven changes in interest rates of $1.3 million for the three months ended September 30, 2026. Additions to servicing rights were related to purchases and servicing rights retained upon sale of loans held for sale.

2 The amount included in earnings for the three months ended September 30, 2026, is considered attributable to instrument-specific credit risk.

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	For the Three Months Ended
	September 30, 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	—		(1,189)		—		(1,189)
Included in other comprehensive income	116		—		—		116
Purchases, retentions, issues, exchanges, sales and settlements:
Purchases/Issuances/Exchanges/Retentions	—		214		30,810		31,024


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

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

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

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

September 30, 2026

(Dollars in thousands)

Fair Value

Valuation Technique

Unobservable Input

Range (Weighted Average)1

Available-for-sale securities: Non-Agency MBS

4,094

Discounted Cash Flow

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

2.5 to 8.3% (3.8%)

1.5 to 1.9% (1.5%)

40.0 to 68.9% (61.2%)

2.5 to 4.5% (3.2%)

0.0 to 78.0% (13.1%)

Servicing Rights

26,469

Discounted Cash Flow

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

2.5 to 32.9% (10.0%)

2.5 to 14.2 (8.8)

9.5 to 11.2% (9.7%)

Other assets—Loans held for investment at fair value

11,000

Discounted Cash Flow

Discount rate,
Probability,
Recovery Rate

9.2 to 9.3% (9.2%)

40.0 to 60.0% (41.3%)

10.0 to 25.0% (16.3%)

Other assets—Equity instruments

8,700

Discounted Cash Flow

Discount Rate,
Terminal Growth Rate

11.5 to 13.0% (12.8%)

0.9 to 2.2% (2.0%)

Accounts payable and other liabilities—Contingent Consideration

29,685

Nelson-Siegel Stochastic Model

Monthly Asset Growth,
Credit Spread

-7.4 to 14.5% (3.6%)

2.9 to 2.9% (2.9%)

June 30, 2026

(Dollars in thousands)

Fair Value

Valuation Technique

Unobservable Input

Range (Weighted Average)1

Available-for-sale securities: Non-Agency MBS

4,273

Discounted Cash Flow

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

2.5 to 15.7% (4.0%)

1.5 to 1.9% (1.5%)

40.0 to 68.9% (61.0%)

2.5 to 4.7% (3.2%)

0.0 to 78.2% (13.2%)

Servicing Rights

25,653

Discounted Cash Flow

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

4.1 to 30.7% (10.2%)

2.7 to 14.2 (8.6)

9.5 to 11.2% (9.8%)

Other assets—Loans held for investment at fair value

10,000

Discounted Cash Flow

Discount Rate,
Terminal Growth Rate,
EBITDA Multiple

28.0 to 28.0% (28.0%)

3.0 to 3.0% (3.0%)

1.0 times to 1.0 times (1.0 times)

Accounts payable and other liabilities—Contingent Consideration

30,810

Nelson-Siegel Stochastic Model

Monthly Asset Growth,
Credit Spread

-7.4 to 14.5% (3.6%)

2.9 to 2.9% (2.9%)

1 The weighted averages for Available-for-sale securities: Non-Agency MBS, Other assets—Loans held for investment at fair value and Other assets—Equity instruments are based on the relative fair value, for Servicing Rights are based on the relative unpaid principal of the loans being serviced and for Accounts payable and other liabilities—Contingent Consideration are 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 loans held for investment at fair value, a significant increase (decrease) to the growth rate and EBITDA multiple in isolation would result in 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. In addition, a significant increase (decrease) in the recovery rate in isolation would result in a significantly higher (lower) fair value measurement. Changes in the probability of resolution outcomes are generally accompanied by changes in the other valuation inputs, which may move in either direction.

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For equity instruments, a significant increase (decrease) in the terminal growth rate 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.

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 credit spread 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, and the contractual balance (including accrued interest) were:


(Dollars in thousands)	September 30, 2026		June 30, 2026
Aggregate fair value	$	14,659	$	14,937
Unpaid principal balance	$	14,327	$	14,476

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


	For the Three Months Ended September 30,
(Dollars in thousands)	2026		2025
Interest income	$	169	$	181
Change in fair value	(203)		540
Total	$	(34)	$	721

The Company measures certain loans held for investment at fair value. As of September 30, 2026, and June 30, 2026, the aggregate fair value of loans held for investment carried at fair value was $11.0 million and $10.0 million, respectively, and the related unpaid principal balance was $133.7 million and $133.4 million, respectively. As of September 30, 2026 and June 30, 2026, the loans held for investment at fair value are more than 90 days past due and on nonaccrual status. The Company did not recognize any interest income on loans held for investment at fair value during the three months ended September 30, 2026 and 2025.

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Fair Value of Financial Instruments

Carrying amounts and estimated fair values of financial instruments at September 30, 2026 and June 30, 2026 were:


	September 30, 2026
			Fair Value
(Dollars in thousands)	Carrying Amount		Level 1		Level 2		Level 3		Total Fair Value
Financial assets:
Cash, cash equivalents and restricted cash	$	1,876,623	$	1,876,623	$	—	$	—	$	1,876,623
Trading securities	402		—		402		—		402
Available-for-sale securities	780,585		—		776,491		4,094		780,585
Stock of regulatory agencies	36,293		—		36,293		—		36,293
Loans held for sale, at fair value	14,659		—		14,659		—		14,659
Loans held for sale, at lower of cost or fair value	3,298		—		—		3,331		3,331
Loans held for investment—net	25,912,024		—		—		25,962,440		25,962,440
Securities borrowed	190,831		—		—		189,097		189,097
Customer, broker-dealer and clearing receivables	320,416		—		—		318,602		318,602
Servicing rights	26,469		—		—		26,469		26,469
Other assets - derivative instruments1	29,751		—		29,751		—		29,751
Other assets - loans held for investment at fair value	11,000		—		—		11,000		11,000
Other assets - equity instruments2	8,700		—		—		8,700		8,700
Financial liabilities:
Total deposits	25,413,197		—		25,037,438		—		25,037,438
Advances from the Federal Home Loan Bank	60,000		—		55,660		—		55,660
Secured financings	511,647		—		501,205		—		501,205
Borrowings, subordinated notes and debentures	343,166		—		335,754		—		335,754
Securities loaned	238,502		—		—		236,988		236,988
Customer, broker-dealer and clearing payables	386,792		—		—		386,792		386,792
Accounts payable and other liabilities - derivative instruments	75,911		—		75,911		—		75,911
Accounts payable and other liabilities - Contingent Consideration	29,685		—		—		29,685		29,685


	June 30, 2026
			Fair Value
(Dollars in thousands)	Carrying Amount		Level 1		Level 2		Level 3		Total Fair Value
Financial assets:
Cash, cash equivalents and restricted cash	$	1,307,802	$	1,307,802	$	—	$	—	$	1,307,802
Trading securities	661		—		661		—		661
Available-for-sale securities	803,667		—		799,394		4,273		803,667
Stock of regulatory agencies	36,166		—		36,166		—		36,166
Loans held for sale, at fair value	14,937		—		14,937		—		14,937
Loans held for sale, at lower of cost or fair value	5,129		—		—		5,303		5,303
Loans held for investment—net	25,595,403		—		—		25,789,184		25,789,184
Securities borrowed	163,462		—		—		161,870		161,870
Customer, broker-dealer and clearing receivables	347,944		—		—		345,800		345,800
Servicing rights	25,653		—		—		25,653		25,653
Other assets - derivative instruments1	16,941		—		16,941		—		16,941
Other assets - loans held for investment at fair value	10,000		—		—		10,000		10,000
Financial liabilities:
Total deposits	24,565,392		—		24,427,010		—		24,427,010
Advances from the Federal Home Loan Bank	154,000		—		150,677		—		150,677
Secured financings	576,680		—		568,019		—		568,019
Borrowings, subordinated notes and debentures	342,915		—		343,891		—		343,891
Securities loaned	194,729		—		—		193,717		193,717
Customer, broker-dealer and clearing payables	365,792		—		—		365,792		365,792
Accounts payable and other liabilities - derivative instruments	52,509		—		52,509		—		52,509
Accounts payable and other liabilities - Contingent Consideration	30,810		—		—		30,810		30,810

1 Other assets - derivative assets are presented net of $83.9 million and $52.3 million of variation margin on centrally-cleared derivatives as of September 30, 2026 and June 30, 2026, respectively.

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2 Other assets—Equity instruments excludes certain investments that are measured based on net asset value (“NAV”) per share, which are not classified in the fair value hierarchy. For additional information on the Company’s commitments to contribute capital to its investments, see Note 10—“Commitments and Contingencies.”

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, secured financings, 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 2026 Form 10-K. The fair value of off-balance sheet items is not considered material.

4. AVAILABLE-FOR-SALE SECURITIES

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


	September 30, 2026
(Dollars in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
United States Treasury securities	$	710,060	$	1,965	$	—	$	712,025
Mortgage-backed securities (MBS):
Agency1	$	66,597	$	25	$	(2,156)	$	64,466
Non-agency2	3,240		965		(111)		4,094
Total mortgage-backed securities	69,837		990		(2,267)		68,560





Total available-for-sale securities	$	779,897	$	2,955	$	(2,267)	$	780,585



	June 30, 2026
(Dollars in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
United States Treasury securities	$	732,118	$	304	$	—	$	732,422
Mortgage-backed securities (MBS):
Agency1	$	68,344	$	215	$	(1,587)	$	66,972
Non-agency2	3,330		974		(31)		4,273
Total mortgage-backed securities	71,674		1,189		(1,618)		71,245





Total available-for-sale securities	$	803,792	$	1,493	$	(1,618)	$	803,667

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.

The Company evaluates available-for-sale securities in an unrealized loss position based on an analysis of a number of factors, including, but not limited to: (1) the credit characteristics of the securities, such as the forecasted cash flows, credit ratings, credit enhancement, and government agency or government-sponsored enterprise backing, as applicable; and (2) whether the Company intends to sell or will be required to sell any of the securities before recovering the amortized cost basis. Based on its analysis, the Company determined the unrealized losses on available-for-sale securities are primarily driven by the increase in interest rates since the securities were purchased, and accordingly no credit losses were recognized on available-for-sale securities in the three months ended September 30, 2026 and September 30, 2025. There was no amount in the allowance for credit losses for available-for-sale securities at September 30, 2026 and June 30, 2026.

The face amounts of available-for-sale securities pledged to secure borrowings were $750.5 million and $750.6 million as of September 30, 2026 and June 30, 2026, respectively.

There were no sales of available-for-sale securities during the three months ended September 30, 2026.

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


	September 30, 2026
	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	$	34,350	$	(340)	$	13,746	$	(1,816)	$	48,096	$	(2,156)
Non-agency	2,600		(80)		170		(31)		2,770		(111)
Total MBS	36,950		(420)		13,916		(1,847)		50,866		(2,267)





Total available-for-sale securities	$	36,950	$	(420)	$	13,916	$	(1,847)	$	50,866	$	(2,267)

	June 30, 2026
	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	$	12,504	$	(86)	$	14,722	$	(1,501)	$	27,226	$	(1,587)
Non-agency	9		—		2,134		(31)		2,143		(31)
Total MBS	12,513		(86)		16,856		(1,532)		29,369		(1,618)





Total available-for-sale securities	$	12,513	$	(86)	$	16,856	$	(1,532)	$	29,369	$	(1,618)

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


	As of September 30, 2026
(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	$	710,060	$	—	$	478,982	$	231,078	$	—
MBS:
Agency	$	66,597	$	18,712	$	39,580	$	7,066	$	1,239
Non-Agency	3,240		430		1,352		1,073		385
Total MBS	$	69,837	$	19,142	$	40,932	$	8,139	$	1,624



Available-for-sale—Amortized cost	$	779,897	$	19,142	$	519,914	$	239,217	$	1,624
Available-for-sale—Fair value	$	780,585	$	18,717	$	519,865	$	240,110	$	1,893

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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 2026 Form 10-K.

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


(Dollars in thousands)	September 30, 2026		June 30, 2026
Single Family - Mortgage & Warehouse	$	4,446,687	$	4,581,772
Multifamily and Commercial Mortgage	2,373,026		2,484,290
Commercial Real Estate	9,657,946		8,867,851
Commercial & Industrial - Non-RE	9,160,723		9,495,647
Auto & Consumer	720,079		666,477

Total gross loans	26,358,461		26,096,037
Allowance for credit losses - loans	(304,361)		(347,375)
Unaccreted premiums (discounts) and loan fees	(142,076)		(153,259)
Total net loans	$	25,912,024	$	25,595,403

Accrued interest receivable on loans held for investment totaled $135.5 million and $135.6 million as of September 30, 2026 and June 30, 2026, respectively.

At September 30, 2026 and June 30, 2026, the Company pledged certain loans totaling $3,635.8 million and $3,761.6 million, respectively, to the Federal Home Loan Bank (“FHLB”) and $11,553.3 million and $11,115.1 million, respectively, to the Federal Reserve Bank of San Francisco (“FRBSF”).

The following table presents loan-to-value (“LTV”) for the Company’s real estate loans outstanding as of September 30, 2026:


	Total Real Estate Loans		Single Family - Mortgage & Warehouse		Multifamily and Commercial Mortgage		Commercial Real Estate
Weighted-Average LTV	50	%	55	%	50	%	48	%
Median LTV	50	%	52	%	44	%	46	%

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


	For the Three Months Ended September 30,
(Dollars in thousands)	2026		2025
Provision for credit losses - loans	$	27,687	$	15,255
Provision for credit losses - unfunded lending commitments	(3,187)		2,000
Total provision for credit losses	$	24,500	$	17,255

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

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	For the Three Months Ended September 30, 2026
(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, 2026	$	7,356	$	21,104	$	121,552	$	177,084	$	20,279	$	347,375

Provision (benefit) for credit losses - loans	920		(769)		(3,861)		28,031		3,366		27,687
Charge-offs	(1,390)		—		—		(70,290)		(2,226)		(73,906)
Recoveries	19		103		—		2,259		824		3,205
Balance at September 30, 2026	$	6,905	$	20,438	$	117,691	$	137,084	$	22,243	$	304,361



	For the Three Months Ended September 30, 2025
(Dollars in thousands)	Single Family-Mortgage & Warehouse		Multifamily and Commercial Mortgage		Commercial Real Estate		Commercial & Industrial - Non-RE		Auto & Consumer		Total
Balance at July 1, 2025	$	12,109	$	26,238	$	113,804	$	121,641	$	16,257	$	290,049
Allowance for credit losses at acquisition of PCD loans	—		—		—		7,795		—		7,795
Provision (benefit) for credit losses - loans	(1,571)		(1,037)		6,549		8,856		2,458		15,255
Charge-offs	(395)		(3,918)		(4)		(255)		(1,786)		(6,358)
Recoveries	28		—		—		—		662		690
Balance at September 30, 2025	$	10,171	$	21,283	$	120,349	$	138,037	$	17,591	$	307,431

For the three months ended September 30, 2026, the allowance for credit losses for loans decreased primarily due to charge-offs in the commercial and industrial - non-RE portfolio, partially offset by the provision for credit losses. The charge-offs in the commercial and industrial - non-RE portfolio were predominantly related to two borrowers. The provision for credit losses for the three months ended September 30, 2026 was primarily driven by specific reserves on certain individually assessed loans primarily in the commercial and industrial - non-RE portfolio, partially offset by a benefit in the Commercial Real Estate portfolio resulting from an improved macroeconomic outlook in the forecast scenarios used in the allowance for credit losses model.

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 2026 Form 10-K.

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 September 30,
(Dollars in thousands)	2026		2025
Balance at July 1,	$	19,277	$	10,891
Provision (benefit) for credit losses - unfunded lending commitments	(3,187)		2,000
Balance at September 30,	$	16,090	$	12,891

The decrease in the allowance for off-balance sheet lending commitments for the three months ended September 30, 2026, was primarily driven by lower expected losses resulting from an improved macroeconomic outlook in the forecast scenarios used in the allowance for credit losses model.

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


	September 30, 2026
(Dollars in thousands)	Single Family-Mortgage & Warehouse		Multifamily and Commercial Mortgage		Commercial Real Estate		Commercial & Industrial - Non-RE		Auto & Consumer		Total
Performing	$	4,386,849	$	2,366,745	$	9,642,038	$	9,088,766	$	718,611	$	26,203,009
Nonaccrual	59,838		6,281		15,908		71,957		1,468		155,452
Total	$	4,446,687	$	2,373,026	$	9,657,946	$	9,160,723	$	720,079	$	26,358,461
Nonaccrual loans to total loans											0.59		%


	June 30, 2026
(Dollars in thousands)	Single Family-Mortgage & Warehouse		Multifamily and Commercial Mortgage		Commercial Real Estate		Commercial & Industrial - Non-RE		Auto & Consumer		Total
Performing	$	4,523,065	$	2,479,258	$	8,853,128	$	9,418,504	$	664,952	$	25,938,907
Nonaccrual	58,707		5,032		14,723		77,143		1,525		157,130
Total	$	4,581,772	$	2,484,290	$	8,867,851	$	9,495,647	$	666,477	$	26,096,037
Nonaccrual loans to total loans											0.60		%

There were no nonaccrual loans without an allowance for credit losses as of September 30, 2026 and June 30, 2026. There was no interest income recognized on nonaccrual loans in the three months ended September 30, 2026 and 2025. Loans reaching 90 days past due are generally placed on nonaccrual status and risk rated as substandard or doubtful. Loans not yet reaching 90 days past due may be placed on nonaccrual status based on management’s assessment of the aging of contractual principal amounts due, among other factors.

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

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

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

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

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

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

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


	September 30, 2026
	Loans Held for Investment by Fiscal Year of Origination												Revolving Loans		Total
(Dollars in thousands)	2027		2026		2025		2024		2023		Prior
Single Family-Mortgage & Warehouse
Pass	$	257,341	$	863,818	$	388,085	$	139,748	$	349,889	$	1,635,542	$	668,280	$	4,302,703
Special Mention	—		—		—		—		1,585		29,001		34,560		65,146
Substandard	—		—		17,035		—		537		61,266		—		78,838
Doubtful	—		—		—		—		—		—		—		—
Total	257,341		863,818		405,120		139,748		352,011		1,725,809		702,840		4,446,687
Year-to-date gross charge-offs	—		—		1,296		94		—		—		—		1,390
Multifamily and Commercial Mortgage
Pass	71,143		221,498		74,699		17,633		422,919		1,533,495				2,341,387
Special Mention	—		—		—		—		—		6,899		—		6,899
Substandard	—		—		—		—		—		24,740		—		24,740
Doubtful	—		—		—		—		—		—		—		—
Total	71,143		221,498		74,699		17,633		422,919		1,565,134		—		2,373,026
Year-to-date gross charge-offs	—		—		—		—		—		—		—		—
Commercial Real Estate
Pass	401,506		3,355,479		2,852,094		872,186		618,687		41,170		1,459,184		9,600,306
Special Mention	—		—		—		—		—		27,128		—		27,128
Substandard	—		—		—		—		1,185		14,722		14,605		30,512
Doubtful	—		—		—		—		—		—		—		—
Total	401,506		3,355,479		2,852,094		872,186		619,872		83,020		1,473,789		9,657,946
Year-to-date gross charge-offs	—		—		—		—		—		—		—		—
Commercial & Industrial - Non-RE
Pass	556,466		2,195,292		1,022,565		771,179		160,999		190,987		3,963,300		8,860,788
Special Mention	753		33,529		23,720		21,078		2,107		14,508		19,868		115,563
Substandard	861		15,045		7,505		44,849		5,229		55,662		54,831		183,982
Doubtful	—		158		—		—		—		232		—		390
Total	558,080		2,244,024		1,053,790		837,106		168,335		261,389		4,037,999		9,160,723
Year-to-date gross charge-offs	78		1,656		1,367		66,200		571		418		—		70,290
Auto & Consumer
Pass	113,867		336,000		141,196		29,401		36,035		61,044		—		717,543
Special Mention	—		329		353		37		175		153		—		1,047
Substandard	—		353		412		27		227		470		—		1,489
Doubtful	—		—		—		—		—		—		—		—
Total	113,867		336,682		141,961		29,465		36,437		61,667		—		720,079
Year-to-date gross charge-offs	—		983		635		133		7		468		—		2,226
Total
Pass	1,400,323		6,972,087		4,478,639		1,830,147		1,588,529		3,462,238		6,090,764		25,822,727
Special Mention	753		33,858		24,073		21,115		3,867		77,689		54,428		215,783
Substandard	861		15,398		24,952		44,876		7,178		156,860		69,436		319,561
Doubtful	—		158		—		—		—		232		—		390
Total	$	1,401,937	$	7,021,501	$	4,527,664	$	1,896,138	$	1,599,574	$	3,697,019	$	6,214,628	$	26,358,461
As a % of total gross loans	5.3%		26.6%		17.2%		7.2%		6.1%		14.0%		23.6%		100%
Year-to-date gross charge-offs	$	78	$	2,639	$	3,298	$	66,427	$	578	$	886	$	—	$	73,906

Table of Contents


	June 30, 2026
	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	$	968,427	$	419,519	$	164,739	$	360,370	$	912,712	$	834,773	$	791,650	$	4,452,190
Special Mention	—		2,130		—		2,475		19,317		27,748		1,132		52,802
Substandard	—		18,331		1,015		539		19,797		37,098		—		76,780
Doubtful	—		—		—		—		—		—		—		—
Total	968,427		439,980		165,754		363,384		951,826		899,619		792,782		4,581,772
Year-to-date gross charge-offs	—		—		65		—		48		391		—		504
Multifamily and Commercial Mortgage
Pass	219,953		74,875		17,667		514,228		728,167		890,900				2,445,790
Special Mention	3,708		—		—		2,201		9,033		—		—		14,942
Substandard	—		—		—		2,256		18,428		2,874		—		23,558
Doubtful	—		—		—		—		—		—		—		—
Total	223,661		74,875		17,667		518,685		755,628		893,774		—		2,484,290
Year-to-date gross charge-offs	—		—		—		423		—		4,902		—		5,325
Commercial Real Estate
Pass	3,236,196		2,751,766		906,348		610,616		11,170		28,958		1,261,496		8,806,550
Special Mention	—		—		—		—		27,128		—		—		27,128
Substandard	3,660		—		—		1,185		—		14,723		14,605		34,173
Doubtful	—		—		—		—		—		—		—		—
Total	3,239,856		2,751,766		906,348		611,801		38,298		43,681		1,276,101		8,867,851
Year-to-date gross charge-offs	—		—		—		—		—		4		—		4
Commercial & Industrial - Non-RE
Pass	2,614,903		1,171,686		804,879		190,672		139,711		48,857		4,171,779		9,142,487
Special Mention	11,324		22,611		27,564		2,273		614		14,106		8,616		87,108
Substandard	9,044		12,485		134,367		12,537		74,218		756		22,051		265,458
Doubtful	532		—		—		—		—		62		—		594
Total	2,635,803		1,206,782		966,810		205,482		214,543		63,781		4,202,446		9,495,647
Year-to-date gross charge-offs	1,680		3,346		2,997		796		24,795		990		—		34,604
Auto & Consumer
Pass	360,417		154,924		32,374		42,577		59,571		14,465		—		664,328
Special Mention	110		170		18		78		199		20		—		595
Substandard	538		406		27		98		349		136		—		1,554
Doubtful	—		—		—		—		—		—		—		—
Total	361,065		155,500		32,419		42,753		60,119		14,621		—		666,477
Year-to-date gross charge-offs	1,096		3,200		421		1,600		1,342		1,057		—		8,716
Total
Pass	7,399,896		4,572,770		1,926,007		1,718,463		1,851,331		1,817,953		6,224,925		25,511,345
Special Mention	15,142		24,911		27,582		7,027		56,291		41,874		9,748		182,575
Substandard	13,242		31,222		135,409		16,615		112,792		55,587		36,656		401,523
Doubtful	532		—		—		—		—		62		—		594
Total	$	7,428,812	$	4,628,903	$	2,088,998	$	1,742,105	$	2,020,414	$	1,915,476	$	6,271,329	$	26,096,037
As a % of total gross loans	28.5%		17.7%		8.0%		6.7%		7.7%		7.3%		24.0%		100%
Total year-to-date gross charge-offs	$	2,776	$	6,546	$	3,483	$	2,819	$	26,185	$	7,344	$	—	$	49,153

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


	September 30, 2026
(Dollars in thousands)	Current			30-59 Days			60-89 Days			90+ Days			Total
Single Family-Mortgage & Warehouse	$	4,354,919		$	19,117		$	17,793		$	54,858		$	4,446,687
Multifamily and Commercial Mortgage	2,368,423			—			2,305			2,298			2,373,026
Commercial Real Estate	9,642,038			—			1,185			14,723			9,657,946
Commercial & Industrial - Non-RE	9,076,122			18,460			5,646			60,495			9,160,723
Auto & Consumer	715,269			2,884			1,159			767			720,079


Total	$	26,156,771		$	40,461		$	28,088		$	133,141		$	26,358,461
As a % of total gross loans	99.23		%	0.15		%	0.11		%	0.51		%	100		%


	June 30, 2026
(Dollars in thousands)	Current			30-59 Days			60-89 Days			90+ Days			Total
Single Family-Mortgage & Warehouse	$	4,517,180		$	4,142		$	2,755		$	57,695		$	4,581,772
Multifamily and Commercial Mortgage	2,476,985			3,407			—			3,898			2,484,290
Commercial Real Estate	8,853,128			—			—			14,723			8,867,851
Commercial & Industrial - Non-RE	9,347,305			30,302			35,723			82,317			9,495,647
Auto & Consumer	660,928			4,023			667			859			666,477

Total	$	25,855,526		$	41,874		$	39,145		$	159,492		$	26,096,037
As a % of total gross loans	99.08		%	0.16		%	0.15		%	0.61		%	100		%

Loans reaching 90 or more days past due are generally placed on nonaccrual. As of both September 30, 2026 and June 30, 2026 there were no loans over 90 days past due and still accruing interest.

Single family mortgage loans in process of foreclosure were $45.0 million and $47.1 million as of September 30, 2026 and June 30, 2026, 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 direct 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 2026 Form 10-K.


	For the Three Months Ended September 30,
(Dollars in thousands)	2026		2025
Lease interest income	$	36,457	$	6,156

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 2026 Form 10-K and Note 1—“Summary of Significant Accounting Policies,” 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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	September 30, 2026						June 30, 2026
			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	$	2,250,000	$	484	$	3,071	$	750,000	$	14,731	$	—
Derivatives not designated as hedging instruments
Interest rate contracts1	2,522,423		29,020		72,715		2,448,757		2,087		52,287
Foreign exchange contracts	122,044		247		125		131,812		123		222
Total derivatives	$	4,894,467	$	29,751	$	75,911	$	3,330,569	$	16,941	$	52,509

1 Derivative Assets are presented net of $83.9 million and $52.3 million of variation margin on centrally-cleared derivatives as of September 30, 2026 and June 30, 2026, 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 September 30,
(Dollars in thousands)	2026		2025
Change in fair value of derivative instruments	$	22,236	$	—
Change in fair value of hedged items	$	(22,236)	$	—

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 September 30, 2026				As of June 30, 2026
(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	$	710,060	$	(36,675)	$	732,118	$	(14,439)

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

Derivatives designated as cash flow hedging instruments

The following table presents the changes in OCI related to derivative instruments used in cash flow hedge accounting relationships.


	For the Three Months Ended September 30,
(Dollars in thousands)	2026		2025
Amounts recorded in other comprehensive income	$	(2,587)	$	374
Amounts reclassified from AOCI to income	(1,780)		(1,118)
Total change in OCI for period	$	(4,367)	$	(744)

The Company did not experience any forecasted transactions that failed to occur during the three months ended September 30, 2026 or 2025. There are no amounts excluded from the assessment of hedge effectiveness.

As of September 30, 2026, the Company expects that approximately $6.5 million of pre-tax net gains related to its cash flow hedges recorded in AOCI will be recognized in income over the next 12 months. For the Company’s cash flow hedges, the maximum length of time over which forecasted transactions will be recognized is approximately 2.0 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 September 30,
(Dollars in thousands)		2026		2025
Interest rate contracts
Banking and service fees		$	146	$	(558)
Mortgage banking and servicing rights income		(184)		417
Foreign exchange contracts
Banking and service fees		221		539

The aggregate foreign exchange transaction gain/loss for the three months ended September 30, 2026 was a gain of approximately $0.4 million, and was a gain of approximately $0.5 million for the three months ended September 30, 2025.

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 2026 Form 10-K.

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


	September 30, 2026
(Dollars in thousands)	Gross Assets / Liabilities		Amounts Offset		Net Balance Sheet Amount		Financial Collateral		Cash Collateral		Net Assets / Liabilities
Assets:
Securities borrowed	$	190,831	$	—	$	190,831	$	190,831	$	—	$	—
Other Assets — Derivative Assets1	29,751		—		29,751		469		26,760		2,522
Liabilities:
Securities loaned	$	238,502	$	—	$	238,502	$	238,502	$	—	$	—
Accounts Payable and Other Liabilities — Derivative Liabilities	75,911		—		75,911		469		3,000		72,442


	June 30, 2026
(Dollars in thousands)	Gross Assets / Liabilities		Amounts Offset		Net Balance Sheet Amount		Financial Collateral		Cash Collateral		Net Assets / Liabilities
Assets:
Securities borrowed	$	163,462	$	—	$	163,462	$	163,462	$	—	$	—
Other Assets — Derivative Assets1	16,941		—		16,941		1,297		12,040		3,604
Liabilities:
Securities loaned	$	194,729	$	—	$	194,729	$	194,729	$	—	$	—
Accounts Payable and Other Liabilities — Derivative Liabilities	52,509		—		52,509		1,104		291		51,114

1 Gross amounts of Other Assets - Derivative Assets are presented net of $83.9 million and $52.3 million of variation margin on centrally-cleared derivatives as of September 30, 2026 and June 30, 2026, respectively.

The Company loans equity securities under securities lending agreements. As of both periods presented, these agreements have an overnight and open maturity classification.

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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. 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 17—“Stock-Based Compensation” in the 2026 Form 10-K.

At September 30, 2026, 1,858,601 shares of common stock were authorized for future awards under the 2014 Plan. As of September 30, 2026, the total compensation cost not yet recognized related to non-vested awards was $134.9 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, 2026	1,335,483	$	71.42
Granted	264,760	93.97
Vested	(200,859)	62.29
Forfeited	(26,391)	73.99
Non-vested balance at September 30, 2026	1,372,993	$	76.98

The total fair value of shares vested for the three months ended September 30, 2026 and September 30, 2025 was $18.7 million and $22.8 million, respectively.

Common Stock Repurchase Program

The following table presents common stock repurchases:


	For the Three Months Ended September 30,
(Dollars in thousands, except per share data)	2026		2025
Total repurchase	$	7,002	$	—
Number of shares repurchased	80,561		—
Average price paid per share	$	86.92	$	—

As of September 30, 2026, there was $119.1 million of share repurchase authorization remaining under the Company’s common stock repurchase program. Of the repurchases made during the three months ended September 30, 2026, $3.0 million or 34,927 common shares were traded on September 30, 2026 but settled in October 2026. The Company repurchased an additional 79,695 shares for approximately $7.0 million from October 1, 2026 through October 23, 2026. The share repurchase program will continue in effect until terminated by the Board of Directors of the Company. For additional information regarding the Company’s share repurchase program, see Note 16—“Stockholders' Equity” in the 2026 Form 10-K.

At-the-Market Equity Offering

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

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Accumulated Other Comprehensive Income

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



	For the Three Months Ended September 30, 2026
(Dollars in thousands)	Unrealized gain (loss) on available-for-sale securities		Cash flow hedges		Accumulated other comprehensive income
Balance at June 30, 2026	$	(649)	$	4,563	$	3,914
Other comprehensive income/(loss)	589		(3,057)		(2,468)
Balance at September 30, 2026	$	(60)	$	1,506	$	1,446



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

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



	For the Three Months Ended September 30, 2026						For the Three Months Ended September 30, 2025
(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	$	812	$	(223)	$	589	$	350	$	(96)	$	254
Reclassification adjustment for realized (gains)/losses included in net income	—		—		—		—		—		—
Net change	$	812	$	(223)	$	589	$	350	$	(96)	$	254
Cash flow hedges:
Net unrealized gains/(losses) arising during the period	$	(2,587)	$	776	$	(1,811)	$	374	$	(104)	$	270
Reclassification adjustment for realized (gains)/losses included in net income	(1,780)		534		(1,246)		(1,118)		310		(808)
Net change	(4,367)		1,310		(3,057)		(744)		206		(538)
Total other comprehensive income/(loss)	$	(3,555)	$	1,087	$	(2,468)	$	(394)	$	110	$	(284)

9. EARNINGS PER COMMON SHARE

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


	Three Months Ended
	September 30,
(Dollars in thousands, except per share data)	2026		2025
Earnings Per Common Share
Net income	$	129,648	$	112,352
Average common shares issued and outstanding	56,756,005		56,512,587
Earnings per common share	$	2.28	$	1.99
Diluted Earnings Per Common Share

Average common shares issued and outstanding	56,756,005		56,512,587
Dilutive effect of average unvested RSUs	798,930		1,270,241
Average dilutive common shares outstanding	57,554,935		57,782,828
Diluted earnings per common share	$	2.25	$	1.94
Weighted average antidilutive common stock equivalents (excluded from the computation of EPS)	3,472		33,122

For further information regarding the Company’s EPS calculation, see Note 18—“Earnings per Common Share” in the 2026 Form 10-K.

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10. COMMITMENTS AND CONTINGENCIES

Credit-Related Financial Instruments. The Company is a party to credit-related financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments are commitments to extend credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the 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)	September 30, 2026
Commitments to fund loans	$	6,443,458
Commitments to sell loans	$	5,825
Standby letters of credit	$	16,745
Commitments to contribute capital - Non-LIHTC	$	3,269

In addition, the Company has $51.3 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 11—“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 require them to indemnify Axos Clearing if customers fail to satisfy their contractual obligation.

Litigation. A consolidated derivative action, In re BofI Holding, Inc., Case No. 15cv2722GPC (KSC), was 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 Plaintiff’s failure to plead demand futility. On October 17, 2025, Plaintiff 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

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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. On March 20, 2026, Defendants filed a revised motion to compel arbitration and also filed a motion to dismiss. Defendant disputes, and intends to vigorously defend against, the allegations raised in the UFB Actions. The Company does not expect the ultimate outcome of the UFB Actions to have a material adverse effect on its consolidated results of operations, financial position or cash flows. It is not presently possible to state whether the likelihood of an unfavorable outcome is probable or remote, or to estimate the amount or range of any possible loss to the Company should an unfavorable outcome occur.

11. 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, premises, furniture, equipment and software, equipment under operating leases, right-of-use lease assets, LIHTC investments and other receivables. For additional information on other assets, see Note 9—“Other Assets” in the 2026 Form 10-K. For additional information on accrued interest receivable, see Note 5—“Loans & Allowance for Credit Losses,” and for additional information on derivatives, see Note 6—“Derivatives.”

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


	For the Three Months Ended September 30,
(Dollars in thousands)		2026		2025
Tax credits recognized		$	2,390	$	2,282
Other tax benefits recognized		796		1,090
Amortization		(2,407)		(2,564)
Net benefit (expense) included in income tax expense		779		808


Other income (loss) included in banking and service fees		10		9
Net benefit (expense) included in the Condensed Consolidated Statements of Income		$	789	$	817

The Company recognized the following investments on its balance sheets.


(Dollars in thousands)	As of September 30, 2026		As of June 30, 2026
LIHTC investments	$	98,481	$	100,889
LIHTC unfunded commitments1	$	51,313	$	53,208

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

For the three months ended September 30, 2026 and 2025, there have been no significant modifications or events that resulted in the change in the nature of the LIHTC investments or any changes in the relationship with the underlying project.

For the three months ended September 30, 2026 and 2025, 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 additional information on the Company as a lessor under operating lease agreements, see Note 1—“Organizations and Summary of Significant Accounting Policies” in the 2026 Form 10-K.


	For the Three Months Ended September 30,
(Dollars in thousands)	2026		2025
Operating lease income	$	16,983	$	—

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12. 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 and may only be used to settle the related secured financings.

In addition, through its acquisition of Verdant, the Company acquired additional variable interests in certain securitization entities. Following the acquisition, the Company performed an assessment and determined it continues to direct the activities that most significantly affect the acquired VIEs’ economic performance, and the Company has the obligation to absorb the majority of the losses or benefits of such acquired variable interests. As a result, the Company determined it is the primary beneficiary and continues to consolidate the VIEs as of September 30, 2026. 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. Additionally, the liabilities issued by the consolidated VIEs are non-recourse to the Company.

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 September 30, 2026		As of June 30, 2026

Restricted cash	$	29,767	$	30,306
Loans—net of allowance for credit losses	1,271,441		1,347,670
Other assets	144,710		156,584
Secured financings	511,647		576,680
Accounts payable and other liabilities	26,251		25,929

As part of its securitization activities, Verdant issued a series of notes to provide additional financing to its business. The notes outstanding as of September 30, 2026 are included in “Secured financings” in the Company’s Condensed Consolidated Balance Sheet and are summarized in the below table. On September 14, 2026, the Company redeemed 100% of the outstanding principal of all outstanding classes of the Series 2022-01 note issuance.


				Outstanding Principal (Dollars in thousands)
Series	Classes	Interest Rate Range	Final Maturity Date / Range	As of September 30, 2026		As of June 30, 2026
2022-01	Class A, B, C, D	Not applicable	Not applicable	$	—	$	8,494
2023-01	Class A-1, A-2, B, C, D	6.05% to 7.75%	January 2031	77,481		90,837
2024-01	Class A-1, A-2, B, C, D	5.68% to 7.23%	December 2031	144,599		162,041
2025-01	Class A-1, A-2, A-3, B, C, D	4.85% to 6.49%	March 2028 to May 2033	282,546		307,166
Total				$	504,626	$	568,538

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

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13. 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 23—“Segment Reporting” in the 2026 Form 10-K.

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


	For the Three Months Ended September 30, 2026
(Dollars in thousands)	Banking Business Segment		Securities Business Segment		Corporate/Eliminations		Axos Consolidated
Net interest income	$	325,573	$	10,642	$	(4,959)	$	331,256
Provision for credit losses	24,500		—		—		24,500
Non-interest income1	40,022		30,498		(6,705)		63,815
Salaries and related costs	61,887		14,994		7,922		84,803
Other segment expense2	103,095		15,890		(8,378)		110,607
Total non-interest expense1	164,982		30,884		(456)		195,410
Income before taxes	$	176,113	$	10,256	$	(11,208)	$	175,161

	For the Three Months Ended September 30, 2025
(Dollars in thousands)	Banking Business Segment		Securities Business Segment		Corporate/Eliminations		Axos Consolidated
Net interest income	$	287,200	$	8,194	$	(4,344)	$	291,050
Provision for credit losses	17,255		—		—		17,255
Non-interest income1	12,375		29,457		(9,492)		32,340
Salaries and related costs	55,340		14,750		6,515		76,605
Other segment expense2	73,153		14,617		(8,129)		79,641
Total non-interest expense1	128,493		29,367		(1,614)		156,246
Income before taxes	$	153,827	$	8,284	$	(12,222)	$	149,889
1 Includes $10.3 million and $9.7 million for the three months ended September 30, 2026 and 2025, 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 expense includes the non-interest expenses other than salaries and related costs as presented in the Condensed Consolidated Statements of Income.




















	As of September 30, 2026
(Dollars in thousands)	Banking Business Segment		Securities Business Segment		Corporate/Eliminations		Axos Consolidated
Goodwill	$	82,378	$	59,953	$	2,203	$	144,534
Total Assets	$	29,919,862	$	914,568	$	10,531	$	30,844,961

	As of June 30, 2026
(Dollars in thousands)	Banking Business Segment		Securities Business Segment		Corporate/Eliminations		Axos Consolidated
Goodwill	$	82,378	$	59,953	$	1,999	$	144,330
Total Assets	$	29,031,564	$	850,860	$	79,445	$	29,961,869

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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 2026 Form 10-K.


	For the Three Months Ended
	September 30,
(Dollars in thousands)	2026		2025
Advisory fee income	$	9,370	$	8,525
Broker-dealer clearing fees	5,549		5,814
Deposit service fees	3,174		1,168
Card fees and other	1,197		516
Banking and service fees	601		569
Non-interest income (in-scope of ASC 606)	19,891		16,592
Non-interest income (out-of-scope of ASC 606)	43,924		15,748
Total non-interest income	$	63,815	$	32,340

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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 2026 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 2026 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 $30.8 billion in assets and approximately $48.0 billion of assets under custody and/or administration at Axos Clearing LLC (“Axos Clearing”). Our client-centric, technology platforms provide secure and scalable banking, clearing and custody, and investment advisory solutions to retail and business customers. Axos Bank (the “Bank”) provides consumer and commercial banking products through its digital online and mobile banking platforms, low-cost distribution channels and affinity partners. Our Bank offers deposit and lending products to customers nationwide including consumer and business checking, savings and time deposit accounts and single family and multifamily residential mortgages, commercial real estate mortgages and loans, fund and lender finance loans, asset-based loans, auto loans and other consumer loans. Our Bank generates non-interest income from consumer and business products, including fees from loans originated for sale, deposit account service fees, prepayment fees, as well as technology and payment transaction processing fees. We offer securities products and services to independent registered investment advisors (“RIAs”) and introducing broker dealers (“IBDs”) through Axos Clearing and Axos Advisor Services (“AAS”) and direct-to-consumer securities trading and digital investment management products through Axos Invest, Inc. (“Axos Invest”). AAS and Axos Clearing generate interest and fee income by providing comprehensive securities custody services to RIAs and clearing, stock lending and margin lending services to IBDs, respectively. Axos Invest generates fee income from self-directed securities trading and margin lending and fee income from digital wealth management services to consumers. Our common stock is listed on the New York Stock Exchange and on the NYSE Texas 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 increased the Company’s scale and enhanced 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.

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 MANUBANK (“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.

On July 20, 2026, the Company acquired Arc Technologies, Inc., a financial technology platform providing cash management and capital markets solutions, which expands the Company’s AI capabilities and enhances its ability to serve small businesses.

On September 21, 2026, the Company completed its previously announced acquisition of individual retirement accounts deposited into associated savings and certificate of deposit accounts from Capital One, National Association, pursuant to the terms of the Purchase and Assumption Agreement, dated April 22, 2026. The Company acquired approximately $1.8 billion of IRA deposits from Capital One and received cash for the aggregate deposit balance, less a negotiated premium.

For additional information on certain acquisitions, 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.

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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 2026 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 diluted 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, and the comparability of, our ongoing business and performance, and our management uses these non-GAAP measures when it internally evaluates the performance of our business and makes operating decisions. However, these non-GAAP measures should not be considered in isolation, or as a substitute for GAAP basis financial measures.

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

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


	For the Three Months Ended September 30,
(Dollars in thousands, except per share data)	2026		2025
Net income	$	129,648	$	112,352



Acquisition-related costs1	7,012		2,941

Verdant acquisition - Provision for credit losses	—		7,765
Income tax effect	(1,822)		(2,681)
Adjusted earnings (Non-GAAP)	$	134,838	$	120,377

Average dilutive common shares outstanding	57,554,935		57,782,828

Diluted EPS	$	2.25	$	1.94



Acquisition-related costs1	0.12		0.05

Verdant acquisition - Provision for credit losses	—		0.13
Income tax effect	(0.03)		(0.05)
Adjusted EPS (Non-GAAP)	$	2.34	$	2.07

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

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

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


(Dollars in thousands, except per share data)	September 30, 2026		June 30, 2026		September 30, 2025
Common stockholders’ equity	$	3,288,794	$	3,166,418	$	2,793,121
Less: servicing rights, carried at fair value	26,469		25,653		26,243
Less: goodwill and other intangible assets—net	271,505		249,317		205,747
Tangible book value (Non-GAAP)	$	2,990,820	$	2,891,448	$	2,561,131

Common shares outstanding at end of period	56,777,418		56,734,049		56,643,547

Book value per common share	57.92		55.81		49.31
Less: servicing rights, carried at fair value per common share	0.47		0.45		0.46
Less: goodwill and other intangible assets—net per common share	4.77		4.40		3.63
Tangible book value per common share (Non-GAAP)	$	52.68	$	50.96	$	45.22

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SELECTED FINANCIAL INFORMATION


(Dollars in thousands, except per share data)	September 30, 2026			June 30, 2026			September 30, 2025
Selected Balance Sheet Data:
Total assets	$	30,844,961		$	29,961,869		$	27,431,817
Loans—net of allowance for credit losses	25,912,024			25,595,403			22,635,137


Allowance for credit losses	304,361			347,375			307,431

Available-for-sale securities	780,585			803,667			57,798

Securities borrowed	190,831			163,462			182,518
Customer, broker-dealer and clearing receivables	320,416			347,944			263,095
Total deposits	25,413,197			24,565,392			22,264,753

Advances from the Federal Home Loan Bank	60,000			154,000			60,000
Secured financings	511,647			576,680			782,423
Borrowings, subordinated notes and debentures	343,166			342,915			510,064
Securities loaned	238,502			194,729			204,620
Customer, broker-dealer and clearing payables	386,792			365,792			385,821
Total stockholders’ equity	$	3,288,794		$	3,166,418		$	2,793,121

Common shares outstanding at end of period	56,777,418			56,734,049			56,643,547
Common shares issued at end of period	72,140,489			71,939,630			71,356,152

Per Common Share Data:
Book value per common share	$	57.92		$	55.81		$	49.31
Tangible book value per common share (Non-GAAP)1	$	52.68		$	50.96		$	45.22

Capital Ratios:
Equity to assets at end of period	10.66		%	10.57		%	10.18		%
Axos Financial, Inc.:
Tier 1 leverage (to adjusted average assets)	10.15		%	9.94		%	10.26		%
Common equity tier 1 capital (to risk-weighted assets)	12.22		%	11.76		%	11.66		%
Tier 1 capital (to risk-weighted assets)	12.22		%	11.76		%	11.66		%
Total capital (to risk-weighted assets)	14.81		%	14.39		%	15.20		%
Axos Bank:
Tier 1 leverage (to adjusted average assets)	9.35		%	9.24		%	9.69		%
Common equity tier 1 capital (to risk-weighted assets)	11.33		%	10.93		%	11.37		%
Tier 1 capital (to risk-weighted assets)	11.33		%	10.93		%	11.37		%
Total capital (to risk-weighted assets)	12.48		%	12.10		%	12.62		%

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	As of or for the Three Months Ended September 30,
(Dollars in thousands, except per share data)	2026			2025
Selected Income Statement Data:
Interest and dividend income	$	517,077		$	465,736
Interest expense	185,821			174,686
Net interest income	331,256			291,050
Provision for credit losses	24,500			17,255
Net interest income, after provision for credit losses	306,756			273,795
Non-interest income	63,815			32,340
Non-interest expense	195,410			156,246
Income before income taxes	175,161			149,889
Income taxes	45,513			37,537
Net income	$	129,648		$	112,352

Weighted average number of common shares outstanding:
Basic	56,756,005			56,512,587
Diluted	57,554,935			57,782,828

Per Common Share Data:
Net income:
Basic	$	2.28		$	1.99
Diluted	$	2.25		$	1.94
Adjusted diluted earnings per common share (Non-GAAP)1	$	2.34		$	2.07





Performance Ratios and Other Data:
Growth in loans held for investment, net	$	316,621		$	1,585,527

Loan originations for sale	$	47,342		$	47,122

Return on average assets	1.72		%	1.77		%
Return on average common stockholders’ equity	15.66		%	15.94		%
Interest rate spread2	3.91		%	3.89		%
Net interest margin3	4.64		%	4.75		%
Net interest margin3 – Banking Business Segment	4.67		%	4.80		%
Efficiency ratio4	49.46		%	48.32		%
Efficiency ratio4 – Banking Business Segment	45.13		%	42.89		%

Asset Quality Ratios:
Net annualized charge-offs to average loans5	1.09		%	0.11		%
Nonaccrual loans to total loans	0.59		%	0.74		%
Non-performing assets to total assets	0.51		%	0.64		%
Allowance for credit losses - loans to total loans held for investment	1.16		%	1.34		%
Allowance for credit losses - loans to nonaccrual loans	195.79		%	180.41		%

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.

5The increase in net annualized charge-offs to average loans for the three months ended September 30, 2026, is primarily driven by higher net charge-offs in the commercial & industrial - non-RE portfolio, predominantly related to two borrowers.

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RESULTS OF OPERATIONS

Comparison of the three months ended September 30, 2026 and 2025

For the three months ended September 30, 2026, we had net income of $129.6 million, or $2.25 per diluted share, compared to net income of $112.4 million, or $1.94 per diluted share, for the three months ended September 30, 2025.

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

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




	For the Three Months Ended,
	September 30, 2026						September 30, 2025
(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	$	25,998,171	$	485,881	7.48	%	$	21,507,709	$	429,575	7.99	%
Non-purchased loans	25,402,537		468,765		7.38	%	20,642,301		395,362		7.66	%
Purchased loans5	595,634		17,116		11.49	%	865,408		34,213		15.81	%
Interest-earning deposits in other financial institutions	1,222,070		10,823		3.54	%	2,538,844		28,195		4.44	%
Mortgage-backed and other securities4	788,771		8,334		4.23	%	61,084		670		4.39	%
Securities borrowed and margin lending6	519,029		9,798		7.55	%	361,966		6,777		7.49	%
Stock of the regulatory agencies	41,742		2,241		21.47	%	29,600		519		7.01	%
Total interest-earning assets	28,569,783		517,077		7.24	%	24,499,203		465,736		7.60	%
Non-interest-earning assets	1,608,214						932,414
Total assets	$	30,177,997					$	25,431,617
Liabilities and Stockholders’ Equity:
Interest-bearing demand and savings	$	19,685,035	$	159,646	3.24	%	$	17,177,394	$	157,844	3.68	%
Time deposits	629,665		5,734		3.64	%	1,126,347		11,520		4.09	%
Securities loaned	214,940		405		0.75	%	150,456		285		0.76	%
Advances from the FHLB	863,000		8,384		3.89	%	60,004		313		2.09	%
Secured financings	559,512		6,283		4.49	%	8,505		—		—	%
Borrowings, subordinated notes and debentures	352,321		5,369		6.10	%	332,004		4,724		5.69	%
Total interest-bearing liabilities	22,304,473		185,821		3.33	%	18,854,710		174,686		3.71	%
Non-interest-bearing demand deposits	3,613,936						3,024,076
Other non-interest-bearing liabilities	947,831						733,586
Stockholders’ equity	3,311,757						2,819,245
Total liabilities and stockholders’ equity	$	30,177,997					$	25,431,617
Net interest income			$	331,256					$	291,050
Interest rate spread7					3.91	%					3.89	%
Net interest margin8					4.64	%					4.75	%
1.Average balances are obtained from daily data. 2.Annualized. 3.Loans include loans held for sale, loan premiums and unearned fees. 4.Interest income includes reductions for amortization of loan and investment securities premiums and earnings from accretion of discounts and loan fees. 5.Purchased loans include loans, loan discounts and unearned fees related to the FDIC Loan Purchase. 6.Margin lending is the significant component of the asset titled customer, broker-dealer and clearing receivables on the unaudited Condensed Consolidated Balance Sheets. 7.Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate paid on interest-bearing liabilities. 8.Net interest margin represents annualized net interest income as a percentage of average interest-earning assets.

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

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


	For the Three Months Ended
	September 30,
	2026 vs 2025
	Increase (Decrease) Due to
(Dollars in thousands)	Volume		Rate		Total Increase (Decrease)
Increase (decrease) in interest income:
Loans	$	85,125	$	(28,819)	$	56,306
Non-purchased loans	94,236		(20,833)		73,403
Purchased loans1	(9,111)		(7,986)		(17,097)
Interest-earning deposits in other financial institutions	(12,491)		(4,881)		(17,372)
Mortgage-backed and other securities	7,689		(25)		7,664
Securities borrowed and margin lending	2,967		54		3,021
Stock of the regulatory agencies	286		1,436		1,722
Total increase (decrease) in interest income	$	83,576	$	(32,235)	$	51,341
Increase (decrease) in interest expense:
Interest-bearing demand and savings	$	21,765	$	(19,963)	$	1,802
Time deposits	(4,631)		(1,155)		(5,786)
Securities loaned	124		(4)		120
Advances from the FHLB	7,583		488		8,071
Secured financings	6,283		—		6,283
Borrowings, subordinated notes and debentures	296		349		645
Total increase (decrease) in interest expense	$	31,420	$	(20,285)	$	11,135

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

Net Interest Income

For the three months ended September 30, 2026, net interest income totaled $331.3 million, an increase of $40.2 million, or 13.8%, compared to net interest income of $291.1 million for the three months ended September 30, 2025. For the three months ended September 30, 2026, net interest margin decreased by 11 basis points to 4.64%, compared to the net interest margin of 4.75% for the three months ended September 30, 2025.

For the three months ended September 30, 2026, total interest and dividend income increased 11.0% from the three months ended September 30, 2025, primarily due to higher interest earned on loans, primarily reflecting higher average balances, partially offset by a $17.4 million decrease in interest income on deposits in other financial institutions.

For the three months ended September 30, 2026, total interest expense increased 6.4% from the three months ended September 30, 2025, primarily due to an increase in interest expense on FHLB advances and secured financings.

Provision for Credit Losses

The provision for credit losses was $24.5 million for the three months ended September 30, 2026 compared to $17.3 million for the three months ended September 30, 2025. 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 $27.7 million for the three months ended September 30, 2026 which reflects specific reserves on certain individually assessed loans primarily in the commercial and industrial - non-RE portfolio, partially offset by a benefit in the Commercial Real Estate portfolio resulting from an improved macroeconomic outlook in the forecast scenarios used in the allowance for credit losses model.

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The provision for credit losses for unfunded lending commitments was a benefit of $3.2 million, and was primarily driven by lower expected losses resulting from an improved macroeconomic outlook in the forecast scenarios used in the allowance for credit losses model. 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 headings “Financial Condition—Asset Quality” and “Financial Condition—Allowance for Credit Losses - Loans.”

Non-Interest Income

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


	For the Three Months Ended
	September 30,
(Dollars in thousands)	2026		2025		Inc (Dec)
Broker-dealer fee income	$	10,021	$	10,948	$	(927)
Advisory fee income	9,370		8,525		845
Banking and service fees	35,162		10,820		24,342
Mortgage banking and servicing rights income	2,460		1,395		1,065
Prepayment penalty fee income	6,802		652		6,150

Total non-interest income	$	63,815	$	32,340	$	31,475

For the three months ended September 30, 2026, non-interest income increased by $31.5 million, or 97.3%. The increase is primarily attributable to higher banking and service fees, driven mainly by operating lease rental and other income from the Verdant acquisition and commercial office complex operating lease rental income, as well as higher prepayment penalty income.

Non-Interest Expense

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


	For the Three Months Ended
	September 30,
(Dollars in thousands)	2026		2025		Inc (Dec)
Salaries and related costs	$	84,803	$	76,605	$	8,198
Data and operational processing	26,474		22,057		4,417
Depreciation and amortization	29,167		8,341		20,826
Advertising and promotional	13,083		12,207		876
Professional and contracted services	8,537		13,333		(4,796)
Occupancy and equipment	7,027		4,620		2,407
FDIC and regulatory fees	7,392		5,619		1,773
Broker-dealer clearing charges	4,247		4,203		44
General and administrative expense	14,680		9,261		5,419
Total non-interest expense	$	195,410	$	156,246	$	39,164

For the three months ended September 30, 2026, non-interest expense increased $39.2 million, or 25.1%, primarily due to increases of:

•$20.8 million in depreciation and amortization primarily due to depreciation on equipment under operating leases following the Verdant acquisition and an increase in intangible amortization expense following the acquisition of deposits;

•$8.2 million in salaries and related costs primarily due to increased headcount and salaries, including the impact of the Verdant acquisition;

•$5.4 million in general and administrative expenses primarily reflecting higher loan and lease servicing and processing expenses following the Verdant acquisition; and

•$4.4 million in data and operational processing expenses as the Company continues to invest in technology to support its growth.

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These increases were partially offset by a decrease of $4.8 million in professional and contracted services, primarily reflecting lower legal expenses.

Provision for Income Taxes

Income tax expense was $45.5 million for the three months ended September 30, 2026, compared to $37.5 million for the three months ended September 30, 2025. Our effective income tax rates for the three months ended September 30, 2026 and 2025 were 25.98% and 25.04%, respectively.

SEGMENT RESULTS

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

The following tables present the operating results of the segments:


	For the Three Months Ended September 30, 2026
(Dollars in thousands)	Banking Business Segment		Securities Business Segment		Corporate/Eliminations		Axos Consolidated
Net interest income	$	325,573	$	10,642	$	(4,959)	$	331,256
Provision for credit losses	24,500		—		—		24,500
Non-interest income	40,022		30,498		(6,705)		63,815
Non-interest expense	164,982		30,884		(456)		195,410
Income before income taxes	$	176,113	$	10,256	$	(11,208)	$	175,161

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

Banking Business Segment

For the three months ended September 30, 2026, the Banking Business Segment had income before income taxes of $176.1 million, compared to income before income taxes of $153.8 million for the three months ended September 30, 2025.

For the three months ended September 30, 2026, the Banking Business Segment’s net interest income increased $38.4 million, or 13.4% compared to net interest income for the three months ended September 30, 2025. The increase in net interest income was primarily due to higher interest earned on loans, primarily reflecting higher average balances, partially offset by a decrease in interest income on deposits in other financial institutions, as well as an increase in interest expense on FHLB advances and secured financings.

For the three months ended September 30, 2026, the Banking Business Segment’s non-interest income increased $27.6 million compared to non-interest income for the three months ended September 30, 2025. The increase in non-interest income for the three months ended September 30, 2026 was primarily due to operating lease rental income and other income from the Verdant acquisition, commercial office complex operating lease rental income and higher prepayment penalty income.

For the three months ended September 30, 2026, the Banking Business Segment’s non-interest expense increased $36.5 million, or 28.4%, compared to non-interest expense for the three months ended September 30, 2025. The increase in non-interest expense for the three months ended September 30, 2026 primarily reflected higher depreciation and amortization expense and salaries and related costs.

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


	For the Three Months Ended September 30,
	2026		2025
Efficiency ratio	45.13	%	42.89	%
Return on average assets	1.74	%	1.79	%
Interest rate spread	3.97	%	3.96	%
Net interest margin	4.67	%	4.80	%

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

Securities Business Segment

For the three months ended September 30, 2026, our Securities Business Segment had income before income taxes of $10.3 million compared to income before income taxes of $8.3 million for the three months ended September 30, 2025.

For the three months ended September 30, 2026, net interest income increased $2.4 million, or 29.9%, compared to net interest income for the three months ended September 30, 2025. The increase for the three months ended September 30, 2026 was primarily attributable to higher securities borrowed and margin lending balances.

For the three months ended September 30, 2026, non-interest income increased $1.0 million, or 3.5%, compared to the three months ended September 30, 2025, reflecting higher average assets under custody.

For the three months ended September 30, 2026, non-interest expense increased $1.5 million, or 5.2%, compared to the three months ended September 30, 2025, primarily reflecting higher data and operational processing expenses and salaries and related costs.

The following table provides selected information for Axos Clearing:


(Dollars in thousands)	September 30, 2026		June 30, 2026

FDIC insured deposit program balances at banks	$	1,475,288	$	1,673,368
Margin balances	$	306,385	$	312,623
Cash reserves for the benefit of customers	$	142,468	$	101,024





Securities lending:
Interest-earning assets – securities borrowed	$	190,831	$	163,462
Interest-bearing liabilities – securities loaned	$	238,502	$	194,729

FINANCIAL CONDITION

Balance Sheet Analysis

Our total assets increased $0.9 billion, or 2.9%, to $30.8 billion at September 30, 2026, from $30.0 billion at June 30, 2026, primarily attributable to an increase in cash and cash equivalents and loans, partially offset by a decrease in available-for-sale-securities. Our total liabilities increased $0.8 billion, or 2.8%, to $27.6 billion at September 30, 2026 from $26.8 billion at June 30, 2026, primarily attributable to higher deposit balances, including the acquisition of deposits from Capital One, partially offset by lower FHLB advances and secured financings. Stockholders’ equity increased by $122.4 million, or 3.9%, to $3.3 billion at September 30, 2026, up from $3.2 billion at June 30, 2026, primarily due to net income of $129.6 million.

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Loans and Allowance for Credit Losses - Loans

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


	September 30, 2026				June 30, 2026
(Dollars in thousands)	Amount		Percent		Amount		Percent
Single Family - Mortgage & Warehouse	$	4,446,687	16.9	%	$	4,581,772	17.6	%
Multifamily and Commercial Mortgage	2,373,026		9.0	%	2,484,290		9.5	%
Commercial Real Estate	9,657,946		36.6	%	8,867,851		34.0	%
Commercial & Industrial - Non-RE	9,160,723		34.8	%	9,495,647		36.4	%
Auto & Consumer	720,079		2.7	%	666,477		2.5	%


Total gross loans	26,358,461		100.0	%	26,096,037		100	%
Allowance for credit losses - loans	(304,361)				(347,375)
Unaccreted premiums (discounts) and loan fees	(142,076)				(153,259)
Total net loans	$	25,912,024			$	25,595,403

Management establishes an allowance for credit losses based upon its evaluation of the expected lifetime credit losses related to the amortized cost basis of loans on the balance sheet. The net charge-off rate for the three months ended September 30, 2026 was 1.09%, compared to 0.11% for the three months ended September 30, 2025. The increase in the net charge-off rate was primarily driven by higher net charge-offs in the commercial & industrial - non-RE portfolio. For additional information regarding the Company’s allowance for credit losses, see Note 5—“Loans & Allowance for Credit Losses” in the accompanying interim condensed consolidated financial statements. For a discussion of the provision for credit losses for the three months ended September 30, 2026, see Item 2—“Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations.” We believe that the lower average LTV in the loan portfolio will continue to result in future lower average mortgage loan charge-offs when compared to many other comparable banks.

Asset Quality

Non-performing Assets. Loans reaching 90 days past due are generally placed on nonaccrual status. Loans not yet reaching 90 days past due may be placed on nonaccrual status based on management’s assessment of the aging of contractual principal amounts due, among other factors. For an aging analysis of the Company’s loans held for investment as of September 30, 2026 and June 30, 2026, see Note 5—“Loans & Allowance for Credit Losses” in the accompanying interim condensed consolidated financial statements. Non-performing assets include nonaccrual loans plus other real estate owned and repossessed vehicles.

Non-performing assets consisted of the following:


(Dollars in thousands)	September 30, 2026			June 30, 2026			Increase (Decrease)
Non-performing assets:
Nonaccrual loans:
Single Family - Mortgage & Warehouse	$	59,838		$	58,707		$	1,131
Multifamily and Commercial Mortgage	6,281			5,032			1,249
Commercial Real Estate	15,908			14,723			1,185
Commercial & Industrial - Non-RE	71,957			77,143			(5,186)
Auto & Consumer	1,468			1,525			(57)


Total nonaccrual loans	$	155,452		$	157,130		$	(1,678)
Foreclosed real estate	55			—			55
Repossessed vehicles—Autos	2,032			1,824			208
Total non-performing assets	$	157,539		$	158,954		$	(1,415)
Total nonaccrual loans as a percentage of total loans	0.59		%	0.60		%	(0.01)		%
Total non-performing assets as a percentage of total assets	0.51		%	0.53		%	(0.02)		%

Our non-performing assets decreased to $157.5 million at September 30, 2026 from $159.0 million compared to June 30, 2026, primarily due to a decrease in nonaccrual loans of $1.7 million, mainly in the commercial & industrial - non-RE portfolio. Non-performing assets as a percentage of total assets decreased to 0.51% at September 30, 2026 from 0.53% at June 30, 2026.

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Available-for-Sale Securities

Total available-for-sale securities were $780.6 million as of September 30, 2026, compared with $803.7 million at June 30, 2026. During the three months ended September 30, 2026, we did not purchase any securities and we received principal repayments of $1.8 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 $0.8 billion, or 3.5%, to $25.4 billion at September 30, 2026, from $24.6 billion at June 30, 2026. As of September 30, 2026 compared with June 30, 2026, interest-bearing demand and savings increased $164.0 million, time deposits increased $886.1 million and non-interest-bearing deposits decreased $202.3 million.

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


(Dollars in thousands)	September 30, 2026		June 30, 2026
Non-interest-bearing	$	3,626,503	$	3,828,800




Interest-bearing demand and savings	$	20,366,458	$	20,202,452



Time deposits	1,420,236		534,140
Total interest bearing	$	21,786,694	$	20,736,592
Total deposits1	$	25,413,197	$	24,565,392

1 Total deposits includes brokered deposits of $1,317.6 million and $953.7 million as of September 30, 2026 and June 30, 2026, respectively, which include brokered time deposits of $149.9 million and $149.9 million as of September 30, 2026 and June 30, 2026, respectively.

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


	September 30, 2026	June 30, 2026	September 30, 2025
Non-interest-bearing	60,202	57,925	51,876
Interest-bearing checking and savings accounts	679,077	639,543	562,880
Time deposits	30,837	2,102	2,704
Total number of deposit accounts	770,116	699,570	617,460

Total deposits that exceeded the FDIC insurance limit or were not collateralized at September 30, 2026 and June 30, 2026 were $3.7 billion and $4.0 billion, respectively. The maturities of non-collateralized time deposits that exceeded the FDIC insurance limit were as follows:


(Dollars in thousands)	September 30, 2026
3 months or less	$	37,723
3 months to 6 months	20,449
6 months to 12 months	11,873
Over 12 months	51,457
Total	$	121,502

Borrowings and Secured Financings

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


	September 30, 2026					June 30, 2026					September 30, 2025
(Dollars in thousands)	Balance			Weighted Average Rate		Balance			Weighted Average Rate		Balance			Weighted Average Rate

FHLB Advances	$	60,000		2.07	%	$	154,000		2.07	%	$	60,000		2.07	%
Secured financings	511,647			5.51	%	576,680			5.53	%	736,968			5.52	%
Borrowings, subordinated notes and debentures	343,166			5.77	%	342,915			5.77	%	510,064			5.50	%
Total borrowings	$	914,813		5.38	%	$	1,073,595		5.11	%	$	1,307,032		5.35	%

Weighted average cost of total borrowings during the quarter	4.52		%			4.53		%			5.03		%
Total borrowings as a percent of total assets	2.97		%			3.58		%			4.76		%

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We regularly use FHLB advances 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 14—”Borrowings, Subordinated Notes and Debentures” in the 2026 Form 10-K.

Stockholders’ Equity

Stockholders’ equity increased $122.4 million to $3,288.8 million at September 30, 2026, compared to $3,166.4 million at June 30, 2026. The increase was primarily the result of net income for the three months ended September 30, 2026 of $129.6 million.

LIQUIDITY

Cash flow information is as follows:


	For the Three Months Ended
	September 30,
(Dollars in thousands)	2026		2025
Operating Activities	$	294,897	$	118,433
Investing Activities	$	(404,810)	$	(1,033,379)
Financing Activities	$	678,734	$	1,624,187

During the three months ended September 30, 2026, we had net cash inflows from operating activities of $294.9 million compared to inflows of $118.4 million for the three months ended September 30, 2025. 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 $404.8 million for the three months ended September 30, 2026, while outflows totaled $1,033.4 million for the three months ended September 30, 2025. The decrease in outflows was primarily due to the absence of the Verdant acquisition in the current quarter as well as a lower net change in loans held for investment at amortized cost and at fair value.

Net cash inflows from financing activities totaled $678.7 million for the three months ended September 30, 2026, compared to net cash inflows from financing activities of $1,624.2 million for the three months ended September 30, 2025. The decrease in net cash inflows from financing was primarily driven by a lower increase in deposits in the current quarter, and the issuance of $200 million of subordinated debt in the three months ended September 30, 2025.

As of September 30, 2026, the Bank could borrow up to 35% of its total assets from the FHLB. Borrowings are collateralized by pledging certain mortgage loans and available-for-sale securities to the FHLB. At September 30, 2026, the Company had $3,060.0 million available immediately and $6,684.6 million available with additional collateral and the Company had $3,635.8 million of loans and $750.1 million of securities pledged to the FHLB. At September 30, 2026, the Company had $250.0 million in unsecured federal funds lines of credit with five major banks under which there were no borrowings outstanding.

The Bank has the ability to borrow short-term from the FRBSF Discount Window. At September 30, 2026, the Bank did not have any borrowings outstanding and the amount available from this source was $9,999.7 million. Borrowings are collateralized by pledging commercial loans and consumer loans. At September 30, 2026, the Bank had $11,553.3 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 September 30, 2026, 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.

In July 2026, Axos Clearing terminated a $95.0 million third-party unsecured line of credit which was available for limited purpose borrowing.

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We view our liquidity sources to be stable and adequate for our anticipated needs and contingencies for both the short- and long-term. Due to the diversified sources of our deposits, while maintaining approximately 85% of our total Bank deposits in insured or collateralized accounts as of September 30, 2026, 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 11—“Other Assets” and Note 12— “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,” Note 13—“Variable Interest Entities” and Note 14—“Borrowings, Subordinated Notes and Debentures” in the 2026 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 reflects the Basel III capital requirements for both the Company and Bank. Under these capital requirements and the regulatory framework for prompt corrective action, the Company and Bank must meet specific capital guidelines that involve quantitative measures of the Company and Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s and Bank’s capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings and other factors. As part of its capital management, the Bank may pay dividends to the Company from time to time.

Quantitative measures established by regulation require the Company and Bank to maintain certain minimum capital amounts and ratios. Federal bank regulators require the Company and Bank to maintain minimum ratios of tier 1 capital to adjusted average assets of 4.0%, common equity tier 1 capital to risk-weighted assets of 4.5%, tier 1 capital to risk-weighted assets of 6.0% and total risk-based capital to risk-weighted assets of 8.0%. To be “well capitalized,” the Company and Bank must maintain minimum leverage, common equity tier 1 risk-based, tier 1 risk-based and total risk-based capital ratios of at least 5.0%, 6.5%, 8.0% and 10.0%, respectively. Additionally, the Bank is required to maintain a tangible capital ratio equal to at least 1.5% of total average assets. At September 30, 2026, the Company and Bank met all the capital adequacy requirements to which they were subject and were “well capitalized” under the regulatory framework for prompt corrective action. Management believes that no conditions or events have occurred since September 30, 2026, 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’s and Bank’s capital ratios and requirements were as follows:


	Axos Financial, Inc.						Axos Bank						“Well Capitalized” Ratio		Minimum Capital Ratio
(Dollars in thousands)	September 30, 2026			June 30, 2026			September 30, 2026			June 30, 2026
Regulatory Capital:
Tier 1	$	3,038,032		$	2,913,543		$	2,697,067		$	2,609,003
Common equity tier 1	$	3,038,032		$	2,913,543		$	2,697,067		$	2,609,003
Total capital	$	3,681,862		$	3,564,095		$	2,971,633		$	2,888,379

Assets:
Average adjusted	$	29,930,128		$	29,320,107		$	28,838,692		$	28,249,246
Total risk-weighted	$	24,868,144		$	24,766,359		$	23,807,339		$	23,872,574

Regulatory Capital Ratios:
Tier 1 leverage (to adjusted average assets)	10.15		%	9.94		%	9.35		%	9.24		%	5.00	%	4.00	%
Common equity tier 1 capital (to risk-weighted assets)	12.22		%	11.76		%	11.33		%	10.93		%	6.50	%	4.50	%
Tier 1 capital (to risk-weighted assets)	12.22		%	11.76		%	11.33		%	10.93		%	8.00	%	6.00	%
Total capital (to risk-weighted assets)	14.81		%	14.39		%	12.48		%	12.10		%	10.00	%	8.00	%

Basel III requires all banking organizations to maintain a capital conservation buffer above the minimum risk-based capital requirements in order to avoid certain limitations on capital distributions, stock repurchases and discretionary bonus payments to executive officers. The capital conservation buffer is exclusively composed of common equity tier 1 capital, and it applies to each of the three risk-based capital ratios but not the leverage ratio. At September 30, 2026 and June 30, 2026, 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.

Axos Clearing

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 of September 30, 2026 and June 30, 2026, Axos Clearing was in compliance with its net capital requirements. As part of its capital management, Axos Clearing may make distributions to the Company from time to time.

Axos Clearing, as a clearing broker, is also subject to the SEC Customer Protection Rule (Rule 15c3-3 of the Exchange Act) which requires segregation of funds in a special reserve account for the exclusive benefit of customers (“Customer Reserve Bank Account”) and proprietary accounts of brokers (“PAB Reserve Account”). As of September 30, 2026 and June 30, 2026, Axos Clearing was in compliance with its Customer Reserve Bank Account and PAB Reserve Account deposit requirements.

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 2026 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 (or asset sensitive) when the amount of interest rate sensitive assets exceeds the amount of interest rate sensitive liabilities and negative (or liability sensitive) when the amount of interest rate sensitive liabilities exceeds the amount of interest rate sensitive assets.

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

Banking Business Segment

The following table sets forth the amounts of interest earning assets and interest bearing liabilities that were outstanding at September 30, 2026 and the portions of each financial instrument that are expected to mature or reset interest rates in each future period:


	Term to Repricing, Repayment, or Maturity at
	September 30, 2026
(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	$	1,626,224		$	—		$	—		$	—		$	1,626,224
Available-for-sale securities1	5,965			4,629			516,381			253,610			780,585
Stock of the FHLB, at cost	29,740			—			—			—			29,740
Loans2	19,903,780			912,429			4,496,921			598,894			25,912,024
Loans held for sale	17,957			—			—			—			17,957
Total interest-earning assets	21,583,666			917,058			5,013,302			852,504			28,366,530
Non-interest-earning assets	—			—			—			—			1,553,332
Total assets	$	21,583,666		$	917,058		$	5,013,302		$	852,504		$	29,919,862
Interest-bearing liabilities:
Interest-bearing deposits3	$	21,358,467		$	135,419		$	500,096		$	—		$	21,993,982

Advances from the FHLB	—			—			60,000			—			60,000
Secured financings	105,548			92,738			313,260			101			511,647
Total interest-bearing liabilities	21,464,015			228,157			873,356			101			22,565,629
Other non-interest-bearing liabilities	—			—			—			—			4,289,140
Stockholders’ equity	—			—			—			—			3,065,093
Total liabilities and equity	$	21,464,015		$	228,157		$	873,356		$	101		$	29,919,862
Net interest rate sensitivity gap	$	119,651		$	688,901		$	4,139,946		$	852,403		$	5,800,901
Cumulative gap	$	119,651		$	808,552		$	4,948,498		$	5,800,901		$	5,800,901
Net interest rate sensitivity gap—as a % of total interest earning assets	0.42		%	2.43		%	14.59		%	3.00		%	20.45		%
Cumulative gap—as % of total cumulative interest earning assets	0.42		%	2.85		%	17.44		%	20.45		%	20.45		%

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

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

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

The above table provides an approximation of the projected re-pricing of assets and liabilities at September 30, 2026 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.

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.

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


	As of September 30, 2026
	First 12 Months		Next 12 Months
(Dollars in thousands)	Percentage Change from Base		Percentage Change from Base
Up 200 basis points	7.1	%	10.1	%
Up 100 basis points	3.9	%	5.2	%

Down 100 basis points	(3.4)	%	(4.9)	%
Down 200 basis points	(4.8)	%	(9.8)	%

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 September 30, 2026
(Dollars in thousands)	Percentage Change from Base

Up 200 basis points	6.0	%
Up 100 basis points	3.7	%

Down 100 basis points	(5.2)	%
Down 200 basis points	(11.1)	%

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.

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.

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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. During the quarter ended September 30, 2026, the Company integrated the internal controls over financial reporting of Verdant into its company-wide internal controls over financial reporting. There were no other changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2026 (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 2026 Form 10-K. We encourage you to read these factors in their entirety. Moreover, other factors may also exist that we cannot anticipate or that we currently do not consider to be significant based on information that is currently available.

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

The table below sets forth our market repurchases of Axos common stock and the Axos common stock retained in connection with net settlement of RSU awards during the three months ended September 30, 2026.


(Dollars in thousands, except per share data)	Number of Shares Purchased	Average Price Paid Per Share		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 September 30, 2026
July 1, 2026 to July 31, 2026	—	$	—	—	$	126,090
August 1, 2026 to August 31, 2026	—	—		—	126,090
September 1, 2026 to September 30, 2026	80,561	86.92		80,561	119,088
For the Three Months Ended September 30, 2026	80,561	$	86.92	80,561	$	119,088

Stock Retained in Net Settlement2
July 1, 2026 to July 31, 2026	312
August 1, 2026 to August 31, 2026	2,735
September 1, 2026 to September 30, 2026	73,882
For the Three Months Ended September 30, 2026	76,929

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

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the three months ended September 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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ITEM 6.EXHIBITS


Exhibit Number	Description	Incorporated By Reference to

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

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

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

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

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

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

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

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

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

101.DEF	Inline XBRL Taxonomy Definition Document	Filed herewith.

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

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SIGNATURES

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

Axos Financial, Inc.

Dated:

October 29, 2026

By:

/s/ Gregory Garrabrants

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

Dated:

October 29, 2026

By:

/s/ Derrick K. Walsh

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

ATTACHMENTS / EXHIBITS