Axos Financial - 10-Q quarterly report FY2026 Q3

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


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

For the quarterly period ended March 31, 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

__________________________________________________________________________________________

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: 56,884,635 shares of common stock, $0.01 par value per share, as of April 17, 2026.

Table of Contents

AXOS FINANCIAL, INC.

INDEX


			Page
PART I – FINANCIAL INFORMATION			1

ITEM 1. FINANCIAL STATEMENTS			1
Condensed Consolidated Balance Sheets (unaudited)			1
Condensed Consolidated Statements of Income (unaudited)			2
Condensed Consolidated Statements of Comprehensive Income (unaudited)			3
Condensed Consolidated Statements of Stockholders’ Equity (unaudited)			4
Condensed Consolidated Statements of Cash Flows (unaudited)			6
Notes to Condensed Consolidated Financial Statements (unaudited)			8
1. Summary of Significant Accounting Policies			8
2. Acquisitions			11
3. Fair Value			15
4. Available-for-Sale Securities			21
5. Loans & Allowance for Credit Losses			23
6. Derivatives			29
7. Offsetting of Derivatives and Securities Financing Agreements			31
8. Stockholders’ Equity and Stock-Based Compensation			32
9. Earnings per Common Share			34
10. Commitments and Contingencies			34
11. A dvances from t he Federal Hom e Loan Bank			36
12. Borrowings, Subordinated Notes and Debentures			36
13. Other Assets			37
14. Variable Interest Entities			37
1 5 . Segment Reporting and Revenue Information			39

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			41
USE OF NON-GAAP MEASURES			44
SELECTED FINANCIAL INFORMATION			46
RESULTS OF OPERATIONS			48
SEGMENT RESULTS			53
FINANCIAL CONDITION			55
LIQUIDITY			58

CAPITAL RESOURCES AND REQUIREMENTS			59


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			60

ITEM 4. CONTROLS AND PROCEDURES			63

PART II – OTHER INFORMATION			64

ITEM 1. LEGAL PROCEEDINGS			64

ITEM 1A. RISK FACTORS			64

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			64

ITEM 3. DEFAULTS UPON SENIOR SECURITIES			64

ITEM 4. MINE SAFETY DISCLOSURES			64

ITEM 5. OTHER INFORMATION			64

ITEM 6. EXHIBITS			65

SIGNATURES			66

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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)	March 31, 2026		June 30, 2025
ASSETS
Cash and cash equivalents	$	1,168,131	$	1,933,845
Restricted cash	183,153		242,509
Total cash, cash equivalents and restricted cash	1,351,284		2,176,354
Trading securities	444		649
Available-for-sale securities	801,439		66,008
Stock of regulatory agencies	68,085		35,163
Loans held for sale, carried at fair value	23,964		10,012

Loans—net of allowance for credit losses of $346,702 as of March 31, 2026 and $290,049 as of June 30, 2025	24,957,536		21,049,610
Servicing rights, carried at fair value	26,299		27,218
Securities borrowed	133,015		139,396
Customer, broker-dealer and clearing receivables	333,699		252,720
Goodwill and other intangible assets—net	211,046		134,502
Other assets	1,342,175		891,446
TOTAL ASSETS	$	29,248,986	$	24,783,078

LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Non-interest-bearing	$	3,389,551	$	3,040,696
Interest bearing	18,998,584		17,788,847
Total deposits	22,388,135		20,829,543
Advances from the Federal Home Loan Bank	1,805,000		60,000
Secured financings	634,452		—
Borrowings, subordinated notes and debentures	378,065		312,671
Securities loaned	148,668		139,426
Customer, broker-dealer and clearing payables	338,592		350,606
Accounts payable and other liabilities	490,891		410,155
Total liabilities	26,183,803		22,102,401
COMMITMENTS AND CONTINGENCIES (Note 10)
STOCKHOLDERS’ EQUITY:
Common stock—$0.01 par value; 150,000,000 shares authorized; 71,724,042 shares issued and 56,882,190 shares outstanding as of March 31, 2026; 71,101,642 shares issued and 56,483,617 shares outstanding as of June 30, 2025	717		711
Additional paid-in capital	583,068		548,895
Accumulated other comprehensive income (loss)—net of income tax	4,462		348
Retained earnings	2,983,951		2,618,525
Treasury stock, at cost; 14,841,852 shares as of March 31, 2026 and 14,618,025 shares as of June 30, 2025	(507,015)		(487,802)
Total stockholders’ equity	3,065,183		2,680,677
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	29,248,986	$	24,783,078

See accompanying notes to the condensed consolidated financial statements.

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AXOS FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	Three Months Ended				Nine Months Ended
	March 31,				March 31,
(Dollars in thousands, except earnings per common share)	2026		2025		2026		2025
INTEREST AND DIVIDEND INCOME:
Loans, including fees	$	453,387	$	394,777	$	1,361,048	$	1,243,874
Securities borrowed and customer receivables	7,228		6,072		21,750		18,793
Investments and other	17,626		31,873		75,024		110,385
Total interest and dividend income	478,241		432,722		1,457,822		1,373,052
INTEREST EXPENSE:
Deposits	151,730		152,694		488,428		510,822
Advances from the Federal Home Loan Bank	6,766		306		7,392		1,342
Securities loaned	202		333		756		1,353
Other borrowings	13,282		3,925		32,226		11,924
Total interest expense	171,980		157,258		528,802		525,441
Net interest income	306,261		275,464		929,020		847,611
Provision for credit losses	41,000		14,500		83,255		40,748
Net interest income, after provision for credit losses	265,261		260,964		845,765		806,863
NON-INTEREST INCOME:
Broker-dealer fee income	11,850		12,121		33,943		34,220
Advisory fee income	9,404		8,120		26,758		24,047
Banking and service fees	60,516		10,254		103,068		28,680
Mortgage banking and servicing rights income	3,704		1,499		5,743		152
Prepayment penalty fee income	514		1,379		2,194		2,682

Total non-interest income	85,988		33,373		171,706		89,781
NON-INTEREST EXPENSE:
Salaries and related costs	81,571		74,677		240,380		223,067
Data and operational processing	23,112		21,776		66,994		60,075
Depreciation and amortization	22,267		6,847		53,813		21,328
Advertising and promotional	13,158		11,437		38,067		36,735
Professional services	10,858		8,243		33,484		27,210
Occupancy and equipment	5,768		4,645		15,579		13,169
FDIC and regulatory fees	8,324		7,620		20,692		20,568
Broker-dealer clearing charges	4,526		4,177		13,011		12,783
General and administrative expense	16,369		6,839		44,753		24,111
Total non-interest expense	185,953		146,261		526,773		439,046
INCOME BEFORE INCOME TAXES	165,296		148,076		490,698		457,598
INCOME TAXES	40,619		42,870		125,272		135,365
NET INCOME	$	124,677	$	105,206	$	365,426	$	322,233

Basic earnings per common share	$	2.20	$	1.84	$	6.46	$	5.65
Diluted earnings per common share	$	2.15	$	1.81	$	6.33	$	5.55

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				Nine Months Ended
	March 31,				March 31,
(Dollars in thousands)	2026		2025		2026		2025
NET INCOME	$	124,677	$	105,206	$	365,426	$	322,233
Net unrealized gain (loss) from available-for-sale securities, net of income tax	(1,877)		588		(336)		1,123
Net unrealized gain (loss) on cash flow hedges, net of income tax	4,477		(2,482)		4,450		2,456
Other comprehensive income (loss)	2,600		(1,894)		4,114		3,579
COMPREHENSIVE INCOME	$	127,277	$	103,312	$	369,540	$	325,812

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 March 31, 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—December 31, 2025			71,419,706	(14,742,383)	56,677,323	$	714	$	566,837	$	1,862	$	2,859,274	$	(498,595)		$	2,930,092
Net income			—	—	—	—		—		—		124,677		—			124,677
Other comprehensive income (loss)			—	—	—	—		—		2,600		—		—			2,600

Stock-based compensation activity			304,336	(99,469)	204,867	3		16,231		—		—		(8,420)			7,814
BALANCE—March 31, 2026			71,724,042	(14,841,852)	56,882,190	$	717	$	583,068	$	4,462	$	2,983,951	$	(507,015)		$	3,065,183



			For the Nine Months Ended March 31, 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, 2025			71,101,642	(14,618,025)	56,483,617	$	711	$	548,895	$	348	$	2,618,525	$	(487,802)		$	2,680,677
Net income			—	—	—	—		—		—		365,426		—			365,426
Other comprehensive income (loss)			—	—	—	—		—		4,114		—		—			4,114

Stock-based compensation activity			622,400	(223,827)	398,573	6		34,173		—		—		(19,213)			14,966
BALANCE—March 31, 2026			71,724,042	(14,841,852)	56,882,190	$	717	$	583,068	$	4,462	$	2,983,951	$	(507,015)		$	3,065,183

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AXOS FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)



			For the Three Months Ended March 31, 2025
	Common Stock					Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss), Net of Income Tax		Retained Earnings		Treasury Stock		Total
		Number of Shares
(Dollars in thousands)			Issued	Treasury	Outstanding											Amount
BALANCE—December 31, 2024			70,571,332	(13,473,700)	57,097,632	$	706	$	528,862	$	3,007	$	2,402,644	$	(413,257)		$	2,521,962
Net income			—	—	—	—		—		—		105,206		—			105,206
Other comprehensive income (loss)			—	—	—	—		—		(1,894)		—		—			(1,894)
Purchase of treasury stock			—	(434,327)	(434,327)	—		—		—		—		(27,870)			(27,870)
Stock-based compensation activity			242,305	(40,086)	202,219	2		11,043		—		—		(4,549)			6,496
BALANCE—March 31, 2025			70,813,637	(13,948,113)	56,865,524	$	708	$	539,905	$	1,113	$	2,507,850	$	(445,676)		$	2,603,900



			For the Nine Months Ended March 31, 2025
	Common Stock					Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss), Net of Income Tax		Retained Earnings		Treasury Stock		Total
		Number of Shares
(Dollars in thousands)			Issued	Treasury	Outstanding											Amount
BALANCE—June 30, 2024			70,221,632	(13,327,067)	56,894,565	702		510,232		(2,466)		2,185,617		(403,489)			2,290,596
Net income			—	—	—	—		—		—		322,233		—			322,233
Other comprehensive income (loss)			—	—	—	—		—		3,579		—		—			3,579
Purchase of treasury stock			—	(434,327)	(434,327)	—		—		—		—		(27,870)			(27,870)
Stock-based compensation activity			592,005	(186,719)	405,286	6		29,673		—		—		(14,317)			15,362
BALANCE—March 31, 2025			70,813,637	(13,948,113)	56,865,524	$	708	$	539,905	$	1,113	$	2,507,850	$	(445,676)		$	2,603,900

See accompanying notes to the condensed consolidated financial statements.

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AXOS FINANCIAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Nine Months Ended
	March 31,
(Dollars in thousands)	2026		2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	365,426	$	322,233
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	53,813		21,328
Other accretion and amortization	(76,531)		(83,131)
Stock-based compensation expense	32,647		30,772
Trading activity	205		7
Provision for credit losses	83,255		40,748
Deferred income taxes	61,699		(14,819)
Origination of loans held for sale	(178,211)		(157,358)
Unrealized and realized gains on loans held for sale	(2,547)		(2,194)
Proceeds from sale of loans held for sale	156,668		151,834
Change in the fair value of servicing rights	2,015		1,894

Gain on repurchase of subordinated notes	—		(604)








(Gain)/loss on cash flow hedges	(4,261)		—
Net change in assets and liabilities which provide (use) cash:
Securities borrowed	6,381		(24,703)
Customer, broker-dealer and clearing receivables	(80,979)		(60,879)
Other assets	(168,780)		66,565
Securities loaned	9,242		36,917
Customer, broker-dealer and clearing payables	(12,014)		13,272
Accounts payable and other liabilities	16,540		(34,903)



Net cash provided by operating activities	264,568		306,979
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of available-for-sale securities	(758,755)		(22,382)
Proceeds from sale and repayment of available-for-sale securities	16,703		85,771
Purchase of stock of regulatory agencies	(70,897)		(12,446)
Proceeds from redemption of stock of regulatory agencies	39,030		—
Net change in loans held for investment	(3,026,594)		(1,130,282)
Proceeds from sale of loans originally classified as held for investment	159,770		230,606
Proceeds from sale of other real estate owned and repossessed assets	1,547		1,419
Purchase of BOLI policies	—		(100,000)

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

Purchases of premises, furniture, equipment, software and intangibles	(171,112)		(32,421)
Purchases of other investments	(13,525)		(12,638)
Distributions received from other investments	75		81



Net cash used in investing activities	(4,298,206)		(992,292)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits	1,558,592		777,497

Repayments of the Federal Home Loan Bank term advances	—		(30,000)
Net (repayment) proceeds of Federal Home Loan Bank other advances	1,745,000		—
Net (repayment) proceeds of other borrowings	28,000		63,500
Redemption of subordinated notes	(160,500)		—
Payments related to settlement of restricted stock units	(19,213)		(16,094)
Purchase of treasury stock	—		(25,869)
Repayment of secured financings	(140,450)		—
Repurchase of subordinated notes	—		(11,803)
Payment of debt issuance costs	(2,861)		—
Proceeds from issuance of subordinated notes	200,000		—











Net cash provided by financing activities	3,208,568		757,231

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AXOS FINANCIAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Nine Months Ended
	March 31,
(Dollars in thousands)	2026		2025
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(825,070)		71,918
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of year	$	2,176,354	$	2,185,776
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period	$	1,351,284	$	2,257,694
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid on interest-bearing liabilities	523,466		524,064
Income taxes paid	101,984		141,817
Transfers to other real estate and repossessed vehicles from loans held for investment	2,067		4,752
Transfers from loans held for investment to loans held for sale	157,820		235,134
Transfers from loans held for sale to loans held for investment	7,093		12,530
Operating lease liabilities from obtaining right of use assets	8,525		3,010
Non-cash Contingent Consideration	30,810		—

See accompanying notes to the condensed consolidated financial statements.

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AXOS FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTH PERIODS ENDED MARCH 31, 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, 2025 (“2025 Form 10-K”) filed with the Securities and Exchange Commission (“SEC”).

The accompanying interim condensed consolidated financial statements, presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), are unaudited and reflect all adjustments which, in the opinion of management, are necessary for a fair statement of financial condition and results of operations for the interim periods. All adjustments are of a normal and recurring nature. Results for the three and nine months ended March 31, 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, 2025 included in the 2025 Form 10-K.

Significant Accounting Policies

For further information regarding the Company’s significant accounting policies, see Note 1—“Organizations and Summary of Significant Accounting Policies” in the 2025 Form 10-K. During the nine months ended March 31, 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.

Operating Leases. The Company is a party, as both a lessor and a lessee, to certain agreements which have been determined to be operating leases.

The Company as Lessor. The Company operates as a lessor under operating lease agreements either as a lessor of various types of equipment or as a lessor of commercial office space in the multi-building commercial office complex it owns. Under these operating lease arrangements, the underlying leased asset is depreciated to its estimated residual value at the end of the lease term and is reported in “Other assets” on the Condensed Consolidated Balance Sheets, net of accumulated depreciation. For additional information on the accounting policies related to the leased equipment and the multi-building commercial office complex, see “Premises, Furniture, Equipment and Software” herein.

Operating lease income is recognized on a straight-line basis over the lease term and is included in “Banking and services fees” in the Condensed Consolidated Statements of Income. For both its equipment leases and leases of commercial office space, the Company has elected the practical expedient permitting the Company to account for each separate lease component and associated non-lease components as a single component. Any initial direct costs incurred upon entry into the operating lease arrangement are recognized on a straight-line basis over the lease term as a reduction in rental income.

The Company as Lessee. The Company leases office space under operating lease agreements scheduled to expire at various dates. At lease commencement, lease liabilities are recognized based on the present value of the remaining lease payments and discounted using the Company’s incremental borrowing rate. Right-of-use assets initially equal the lease liability, adjusted for any lease payments made prior to lease commencement and for any lease incentives. Right-of-use assets are reported in “Other assets” on the Condensed Consolidated Balance Sheets, and the related lease liabilities are reported in

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“Accounts payable, accrued liabilities and other liabilities.” Rent expense is recognized on a straight-line basis over the lease term and is recorded in “Occupancy and equipment” expense in the Condensed Consolidated Statements of Income.

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

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

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

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.

Premises, Furniture, Equipment and Software. Premises, furniture, equipment and software are stated at cost less accumulated depreciation and amortization computed primarily using the straight-line method over the estimated useful lives of depreciable assets, which range from three to ten years, and for the buildings comprising the multi-building commercial office complex, 35 years. Assets under operating lease are depreciated to their estimated residual value at the end of the lease term.

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Land is not a depreciable asset. Depreciation expense is recorded within “Depreciation and amortization”, a component of non-interest expense on the Condensed Consolidated Statements of Income. Leasehold improvements are amortized over the lesser of the assets’ useful lives or the lease term. Premises, furniture, equipment and software are included in “Other assets” on the Condensed Consolidated Balance Sheets. For additional information on the multi-building commercial office complex, see Note 2—“Acquisitions.”

New Accounting Standards

Recently Adopted Accounting Standards

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, which requires further granularity on the disclosure of income taxes, including:

•Certain prescribed line items in the income tax rate reconciliation presented both in dollar and percentage terms;

•Income taxes paid, income before income taxes and income taxes disaggregated by federal, state and foreign taxes; and

•Further disaggregation of income taxes paid by any individual jurisdiction equal to or exceeding five percent of total income taxes paid.

The Company adopted this standard as of July 1, 2025 and the required annual-only disclosures will be provided in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026. There was no impact on the Company’s financial condition or results of operations upon adoption.

Accounting Standards Issued But Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, which requires disaggregation of operating expenses by relevant expense caption on the statement of income into prescribed categories, including employee compensation, depreciation and intangible asset amortization. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company does not expect any significant impact on its financial condition or results of operations upon adoption.

In September 2025, the FASB issued ASU 2025‑06, which amends certain aspects of the accounting for and disclosure of internal-use software costs. Among other things, the standard requires capitalization only after management authorizes and commits to funding a project and it is probable the project will be completed and used as intended. The standard is effective for all entities for annual reporting periods beginning after December 15, 2027, and for interim periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating how it plans to adopt this accounting standard from the three available adoption alternatives provided in the ASU.

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

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

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2. ACQUISITIONS

Verdant Commercial Capital, LLC. On September 30, 2025, the Company completed the acquisition of 100% of the membership interests in Verdant Commercial Capital, LLC (“Verdant”) in an all-cash transaction, which increases the Company’s scale and enhances the Company’s existing equipment leasing business.

The following table presents the purchase price for the acquisition of Verdant as of September 30, 2025, inclusive of certain purchase price adjustments identified during the measurement period:


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

1 Represents September 30, 2025, Verdant book value adjusted for certain items, including provision for credit losses and debt prepayment fees, according to the terms of the acquisition agreement.

In the transaction, the Company acquired approximately $1.2 billion of loans and leases, including direct financing leases and equipment under operating lease arrangements. Total consideration for the transaction was approximately $566.9 million, comprising $500.0 million to settle certain debt of Verdant, cash of $36.1 million (adjusted for net purchase price adjustments identified during the measurement period), and potential performance-based cash consideration (“Contingent Consideration”), which was determined to have a fair value of $30.8 million as of September 30, 2025. This Contingent Consideration can be earned over a four-year period commencing with the date of acquisition, and the potential payment of which ranges from zero to $50.0 million based on the return on equity of Verdant. This Contingent Consideration is included in “Accounts payable and other liabilities” in the Condensed Consolidated Balance Sheet. For additional information related to the Contingent Consideration, see Note 3—“Fair Value.”

Upon acquisition, the assets and liabilities of Verdant were adjusted to their respective fair values (with the exception of PCD assets, as further discussed below) as of the closing date of the transaction, including the identifiable intangible assets acquired. Goodwill has been recorded representing the excess of the purchase price over the fair value of the net assets acquired and is expected to be fully tax-deductible. The goodwill recognized is the result of expected synergies and operational efficiencies, among other factors, and has been assigned to the Banking Business Segment. The Company’s accounting for the acquisition has not been finalized as the Company continues to evaluate the post-closing adjustment amount. As such, the Company made certain adjustments to the preliminary purchase consideration allocation during the nine months ended March 31, 2026. The allocation may be further updated, if necessary, through the measurement period, which ends no later than one year from the acquisition date.

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The following table provides the Verdant preliminary purchase consideration allocation as of the date of acquisition, including any purchase price adjustments identified during the measurement period:


(Dollars in thousands)	September 30, 2025
ASSETS:
Cash and cash equivalents	$	31,635
Restricted cash	34,924

Loans—net of allowance for credit losses of $7,795	1,020,322
Other assets1	223,842
Goodwill and other intangible assets—net	65,557

TOTAL ASSETS	$	1,376,280
LIABILITIES:
Secured financings	$	778,110
Accounts payable and other liabilities	31,279
TOTAL LIABILITIES	$	809,389
TOTAL CONSIDERATION (Including $500.0 million to settle certain debt of Verdant and $30.8 million of Contingent Consideration)	$	566,891
Amount paid to settle certain debt of Verdant, excluding $2.2 million of transaction costs included in the purchase price	(497,776)
Contingent Consideration	(30,810)
PURCHASE PRICE	$	38,305

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

The fair value estimates used in valuing certain acquired assets and liabilities are based, in part, on inputs that are unobservable. For loans, these include, but are not limited to, forecasted future cash flows and discount rates and for equipment under operating lease arrangements, cost and market valuation approaches were utilized.

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 March 31, 2026 was $35.4 million and $65.5 million for the nine months ended March 31, 2026. Verdant had net income of $7.1 million for the three months ended March 31, 2026 (using the Company’s effective income tax rate for the period) and incurred a net income of $3.6 million for the nine months ended March 31, 2026.

The following table shows the Company and Verdant proforma combined net interest income, non-interest income and net income. The proforma financial information presented in the table below was computed by combining the historical financial information of the Company and Verdant along with the effects of the acquisition method of accounting for business combinations as though the Company acquired Verdant on July 1, 2024. Also included in the proforma financial information are certain adjustments, including $1.3 million of acquisition-related costs, as well as adjustments related to amortization expense of the intangible assets acquired in the Verdant acquisition and the elimination of the amortization expense of Verdant’s intangible assets prior to its acquisition by the Company. The proforma information does not reflect the potential benefits of cost and funding synergies, opportunities to earn additional revenues or other factors and therefore does not represent what the actual net revenues and net income would have been had the Company actually acquired Verdant as of this date.


	For the Three Months Ended March 31,		For the Nine Months Ended March 31,
(Dollars in thousands)	2026	2025	2026	2025
Net interest income	306,261	280,787	935,443	860,787
Non-interest income	85,988	35,471	174,706	96,757
Net income	124,677	100,582	357,507	306,816

Commercial Office Complex Purchase. On January 23, 2026, the Company purchased a multi-building commercial office complex and associated amenities located in San Diego, California for approximately $125 million, which Axos Bank intends to occupy as its headquarters in the future. The transaction was accounted for as an asset acquisition and the assets and liabilities acquired are included in the Company’s unaudited Condensed Consolidated Balance Sheet as of March 31, 2026.

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


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

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

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


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

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Deposit Purchase Agreements. On February 12, 2026, the Bank entered into a purchase and assumption agreement with SMBC MANUBANK (“SMBC”) to acquire all of the United States consumer deposits of Jenius Bank, a digital banking business of SMBC. The amount of deposits to be acquired at closing is currently estimated to be approximately $2.3 billion. Under the agreement, the Bank will receive cash for the deposit balances acquired, less a negotiated premium. On March 19, 2026, the Office of the Comptroller of the Currency (“OCC”) provided required regulatory approval for the deposit acquisition. The deposit acquisition is currently expected to close in the quarter ending June 30, 2026.

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

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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 March 31, 2026 and June 30, 2025. Assets and liabilities are classified in their entirety based on the lowest level of input significant to the fair value measurement:


	March 31, 2026
(Dollars in thousands)	Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
ASSETS:
Trading securities	$	444	$	—	$	444
Available-for-sale securities:

United States Treasury securities	739,575		—		739,575
Agency MBS	57,535		—		57,535
Non-Agency MBS	—		4,329		4,329


Total—Available-for-sale securities:	$	797,110	$	4,329	$	801,439
Loans held for sale	$	23,964	$	—	$	23,964
Servicing rights	$	—	$	26,299	$	26,299
Other assets—Derivative instruments1	$	17,275	$	—	$	17,275
LIABILITIES:
Accounts payable and other liabilities—Derivative instruments	$	52,035	$	—	$	52,035
Accounts payable and other liabilities—Contingent Consideration	$	—	$	30,810	$	30,810



	June 30, 2025
(Dollars in thousands)	Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
ASSETS:
Trading securities	$	649	$	—	$	649
Available-for-sale securities:

Agency MBS	46,757		—		46,757
Non-Agency MBS	—		15,569		15,569
Municipal	3,682		—		3,682

Total—Available-for-sale securities:	$	50,439	$	15,569	$	66,008
Loans held for sale	$	10,012	$	—	$	10,012
Servicing rights	$	—	$	27,218	$	27,218
Other assets—Derivative instruments1	$	17,734	$	—	$	17,734
LIABILITIES:					$	—
Accounts payable and other liabilities—Derivative instruments	$	68,498	$	—	$	68,498
1 Other assets - Derivative instruments are presented net of $44.8 million and $55.4 million of variation margin on centrally-cleared derivatives as of March 31, 2026 and June 30, 2025, respectively.

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The following section describes the valuation methodologies used by the Company to measure various financial instruments at fair value, including an indication of the level in the fair value hierarchy in which each instrument is generally classified. For additional information on the other valuation methodologies used by the Company, see Note 3—“Fair Value” in the 2025 Form 10-K.

Securities—trading and available-for-sale. During the nine months ended March 31, 2026, the Company purchased United States Treasury securities that it classified as available‑for‑sale. These securities are measured at fair value using quoted prices in active markets for similar assets and are classified under Level 2 of the fair value hierarchy.

Contingent Consideration. The fair value of the Contingent Consideration liability is determined using a Nelson-Siegel stochastic simulation, which models various scenarios based on business forecasts, including monthly asset growth of the Verdant business and other inputs in accordance with the terms of the agreement. The resulting simulated cash flows are then discounted to present value and averaged to determine fair value.

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The following tables present additional information about assets measured at fair value on a recurring basis and for which the Company has utilized Level 3 inputs to determine fair value:


	For the Three Months Ended
	March 31, 2026
(Dollars in thousands)	Available-for-sale Securities: Non-Agency MBS		Servicing Rights1		Accounts payable and other liabilities—Contingent Consideration		Total
Opening balance	$	6,313	$	25,431	$	30,810	$	62,554


Total gains or losses for the period:


Included in earnings—Mortgage banking and servicing rights income	—		425		—		425

Included in other comprehensive income	(413)		—		—		(413)
Purchases, retentions, issues, sales and settlements:
Purchases/Retentions	—		443		—		443


Settlements	(1,571)		—		—		(1,571)
Closing balance	$	4,329	$	26,299	$	30,810	$	61,438

Change in unrealized gains or losses for the period included in earnings for assets held at the end of the reporting period	$	—	$	425	$	—	$	425



	For the Nine Months Ended
	March 31, 2026
(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	—		(1,953)		—		(1,953)

Included in other comprehensive income	(400)		—		—		(400)
Purchases, retentions, issues, sales and settlements:
Purchases/Retentions	—		1,034		30,810		31,844


Settlements	(10,840)		—				(10,840)
Closing balance	$	4,329	$	26,299	$	30,810	$	61,438

Change in unrealized gains or losses for the period included in earnings for assets held at the end of the reporting period	$	—	$	(1,953)	$	—	$	(1,953)

1 Earnings from servicing rights were attributable to: time and payoffs, representing an increase 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 $0.3 million and $0.9 million for the three months ended and nine months ended March 31, 2026, respectively, and an increase in servicing rights value resulting from market-driven changes in interest rates of $0.7 million for the three months ended March 31, 2026 and a decrease of $1.1 million for the nine months ended March 31, 2026. Additions to servicing rights were related to purchases and servicing rights retained upon sale of loans held for sale.

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	For the Three Months Ended
	March 31, 2025
(Dollars in thousands)	Available-for-sale Securities: Non-Agency MBS		Servicing Rights1		Total
Opening balance	$	47,412	$	28,045	$	75,457


Total gains or losses for the period:


Included in earnings—Mortgage banking and servicing rights income	—		(621)		(621)
Included in other comprehensive income	211		—		211
Purchases, retentions, issues, sales and settlements:
Purchases/Retentions	—		161		161


Settlements	(18,322)		—		(18,322)
Closing balance	$	29,301	$	27,585	$	56,886

Change in unrealized gains or losses for the period included in earnings for assets held at the end of the reporting period	$	—	$	(621)	$	(621)



	For the Nine Months Ended
	March 31, 2025
(Dollars in thousands)	Available-for-sale Securities: Non-Agency MBS		Servicing Rights1		Total
Opening Balance	$	110,928	$	28,924	$	139,852


Total gains or losses for the period:


Included in earnings—Mortgage banking and servicing rights income	—		(1,985)		(1,985)
Included in other comprehensive income	599		—		599
Purchases, retentions, issues, sales and settlements:
Purchases/Retentions	—		646		646


Settlements	(82,226)		—		(82,226)
Closing balance	$	29,301	$	27,585	$	56,886

Change in unrealized gains or losses for the period included in earnings for assets held at the end of the reporting period	$	—	$	(1,985)	$	(1,985)

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 $0.2 million and $1.1 million for the three and nine months ended March 31, 2025, respectively, and a decrease in servicing rights value resulting from market-driven changes in interest rates of $0.4 million for the three months ended March 31, 2025, and a decrease of $0.9 million for the nine months ended March 31, 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 summarizes the quantitative information about Level 3 fair value measurements:

March 31, 2026

(Dollars in thousands)

Fair Value

Valuation Technique

Unobservable Input

Range (Weighted Average)1

Available-for-sale securities: Non-Agency MBS

4,329

Discounted Cash Flow

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

2.5 to 15.4% (3.5%)

1.5 to 1.7% (1.5%)

40.0 to 68.9% (60.1%)

2.6 to 5.2% (3.5%)

0.0 to 66.5% (14.9%)

Servicing Rights

26,299

Discounted Cash Flow

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

2.0 to 30.1% (9.3%)

2.3 to 14.3 (9.3)

9.5 to 11.2% (9.8%)

Accounts payable and other liabilities—Contingent Consideration

30,810

Nelson-Siegal Stochastic Model

Monthly Asset Growth,

Credit Spread

-7.4% to 14.5% (3.6%)

2.9% to 2.9% (2.9%)

June 30, 2025

(Dollars in thousands)

Fair Value

Valuation Technique

Unobservable Input

Range (Weighted Average)1

Available-for-sale securities: Non-Agency MBS

15,569

Discounted Cash Flow

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

2.5 to 30.0% (22.4%)

1.5 to 11.9% (8.7%)

35.0 to 68.9% (43.4%)

2.5 to 4.1% (2.7%)

0.0 to 99.0% (39.2%)

Servicing Rights

27,218

Discounted Cash Flow

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

5.2 to 26.6% (9.7%)

2.5 to 12.8 (9.3)

9.5 to 11.2% (9.8%)

1 The weighted average for Available-for-sale securities: Non-agency MBS is based on the relative fair value of the securities, for Servicing Rights is based on the relative unpaid principal of the loans being serviced and for Accounts payable and other liabilities—Contingent Consideration.is based on annual projected consideration.

For non-agency mortgage-backed securities, a significant increase (decrease) in default rate, loss severity (potentially offset by the level of credit enhancement) or discount rate in isolation would result in a significantly lower (higher) fair value measurement, while a significant increase in the voluntary prepayment rate would result in a significant increase in fair value if the security is valued below par value, or a significant decrease in fair value if the security is valued above par value. Generally, a change in the assumptions used for the default rate is accompanied by a directionally opposite change in the assumption used for the voluntary prepayment rate.

For servicing rights, significant increases in the voluntary prepayment rate or discount rate in isolation would result in a significantly lower fair value measurement, while a significant increase in expected life in isolation would result in a significantly higher fair value measurement. Generally, a change in the voluntary prepayment rate is accompanied by a directionally opposite change in expected life.

For the Contingent Consideration, a significant increase (decrease) in the asset growth in isolation would result in a significantly higher (lower) fair value measurement, and a significant increase (decrease) in the discount rate in isolation would result in a significantly lower (higher) fair value measurement.

The aggregate fair value of loans held for sale, carried at fair value, the contractual balance (including accrued interest), and the unrealized gain were:


(Dollars in thousands)	March 31, 2026		June 30, 2025
Aggregate fair value	$	23,964	$	10,012
Contractual balance	23,520		9,870
Unrealized gain	$	444	$	142

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


	For the Three Months Ended March 31,				For the Nine Months Ended March 31,
(Dollars in thousands)	2026		2025		2026		2025
Interest income	$	239	$	212	$	605	$	749
Change in fair value	709		227		1,046		(140)
Total	$	948	$	439	$	1,651	$	609

Fair Value of Financial Instruments

Carrying amounts and estimated fair values of financial instruments at March 31, 2026 and June 30, 2025 were:


	March 31, 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	$	1,351,284	$	1,351,284	$	—	$	—	$	1,351,284
Trading securities	444		—		444		—		444
Available-for-sale securities	801,439		—		797,110		4,329		801,439
Stock of regulatory agencies	68,085		—		68,085		—		68,085
Loans held for sale, at fair value	23,964		—		23,964		—		23,964

Loans held for investment—net	24,957,536		—		—		25,205,576		25,205,576
Securities borrowed	133,015		—		—		131,791		131,791
Customer, broker-dealer and clearing receivables	333,699		—		—		331,592		331,592
Servicing rights	26,299		—		—		26,299		26,299
Other assets - derivative instruments1	17,275		—		17,275		—		17,275
Financial liabilities:
Total deposits	22,388,135		—		22,142,496		—		22,142,496
Advances from the Federal Home Loan Bank	1,805,000		—		1,802,146		—		1,802,146
Secured financings	634,452		—		628,258		—		628,258
Borrowings, subordinated notes and debentures	378,065		—		366,435		—		366,435
Securities loaned	148,668		—		—		147,904		147,904
Customer, broker-dealer and clearing payables	338,592		—		—		338,592		338,592
Accounts payable and other liabilities - derivative instruments	52,035		—		52,035		—		52,035
Accounts payable and other liabilities - Contingent Consideration	30,810		—		—		30,810		30,810

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	June 30, 2025
			Fair Value
(Dollars in thousands)	Carrying Amount		Level 1		Level 2		Level 3		Total Fair Value
Financial assets:
Cash, cash equivalents and restricted cash	$	2,176,354	$	2,176,354	$	—	$	—	$	2,176,354
Trading securities	649		—		649		—		649
Available-for-sale securities	66,008		—		50,439		15,569		66,008
Stock of regulatory agencies	35,163		—		35,163		—		35,163
Loans held for sale, at fair value	10,012		—		10,012		—		10,012

Loans held for investment—net	21,049,610		—		—		21,288,921		21,288,921
Securities borrowed	139,396		—		—		138,103		138,103
Customer, broker-dealer and clearing receivables	252,720		—		—		251,126		251,126
Servicing rights	27,218		—		—		27,218		27,218
Other assets - derivative instruments1	17,734		—		17,734		—		17,734
Financial liabilities:
Total deposits	20,829,543		—		20,642,953		—		20,642,953
Advances from the Federal Home Loan Bank	60,000		—		56,934		—		56,934
Borrowings, subordinated notes and debentures	312,671		—		285,282		—		285,282
Securities loaned	139,426		—		—		138,698		138,698
Customer, broker-dealer and clearing payables	350,606		—		—		350,606		350,606
Accounts payable and other liabilities - derivative instruments	68,498		—		68,498		—		68,498

1 Other assets - derivative assets are presented net of $44.8 million and $55.4 million of variation margin on centrally-cleared derivatives as of March 31, 2026 and June 30, 2025, respectively.

The carrying amount represents the estimated fair value for cash, cash equivalents and restricted cash, stock of regulatory agencies, interest-bearing deposits, accrued interest receivable and payable, demand deposits, short-term debt, and variable rate loans or deposits that reprice frequently and fully. For fixed rate loans, deposits, borrowings or subordinated debt and for variable rate loans, deposits, borrowings or subordinated debt with infrequent repricing or repricing limits, fair value is based on discounted cash flows using current market rates applied to the estimated life and credit risk. A discussion of the methods of valuing trading securities, available-for-sale securities, loans held for sale and derivatives can be found in Note 3—“Fair Value” in the 2025 Form 10-K. The fair value of off-balance sheet items is not considered material.

4. AVAILABLE-FOR-SALE SECURITIES

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


	March 31, 2026
(Dollars in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
United States Treasury securities	$	739,972	$	155	$	(552)	$	739,575
Mortgage-backed securities (MBS):
Agency1	$	58,668	$	367	$	(1,500)	$	57,535
Non-agency2	3,555		903		(129)		4,329
Total mortgage-backed securities	62,223		1,270		(1,629)		61,864





Total available-for-sale securities	$	802,195	$	1,425	$	(2,181)	$	801,439



	June 30, 2025
(Dollars in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Mortgage-backed securities (MBS):
Agency1	$	48,229	$	327	$	(1,799)	$	46,757
Non-agency2	14,395		1,232		(58)		15,569
Total mortgage-backed securities	62,624		1,559		(1,857)		62,326


Municipal	3,682		—		—		3,682


Total available-for-sale securities	$	66,306	$	1,559	$	(1,857)	$	66,008

1 Includes securities guaranteed by Ginnie Mae, a U.S. government agency, and the government sponsored enterprises Fannie Mae and Freddie Mac.

2 Private sponsors of securities collateralized primarily by first-lien mortgage loans on commercial properties or by pools of 1-4 family residential first mortgages. Primarily super senior securities secured by prime, Alt-A or pay-option adjustable rate mortgages.

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The Company evaluates available-for-sale securities in an unrealized loss position based on an analysis of a number of factors, including, but not limited to: (1) the credit characteristics of the securities, such as the forecasted cash flows, credit ratings, credit enhancement, and government agency or government-sponsored enterprise backing, as applicable; and (2) whether the Company intends to sell or will be required to sell any of the securities before recovering the amortized cost basis. Based on its analysis, the Company determined the unrealized losses on available-for-sale securities are primarily driven by the increase in interest rates since the securities were purchased, and accordingly no credit losses were recognized on available-for-sale securities in the three and nine months ended March 31, 2026 and March 31, 2025. There was no amount in the allowance for credit losses for available-for-sale securities at March 31, 2026 and June 30, 2025.

The face amounts of available-for-sale securities pledged to secure borrowings were $400.6 million and $0.6 million as of March 31, 2026 and June 30, 2025, respectively.

There were no sales of available-for-sale securities during the three and nine months ended March 31, 2026.

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


	March 31, 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	$	491,575	$	(552)	$	—	$	—	$	491,575	$	(552)
MBS:
Agency	$	2,557	$	(43)	$	15,035	$	(1,457)	$	17,592	$	(1,500)
Non-agency	2,716		(99)		179		(30)		2,895		(129)
Total MBS	5,273		(142)		15,214		(1,487)		20,487		(1,629)





Total available-for-sale securities	$	496,848	$	(694)	$	15,214	$	(1,487)	$	512,062	$	(2,181)

	June 30, 2025
	Available-for-sale securities in loss position for
	Less Than 12 Months				More Than 12 Months				Total
(Dollars in thousands)	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
MBS:
Agency	$	108	$	—	$	16,212	$	(1,799)	$	16,320	$	(1,799)
Non-agency	2,138		(43)		10,695		(15)		12,833		(58)
Total MBS	2,246		(43)		26,907		(1,814)		29,153		(1,857)





Total available-for-sale securities	$	2,246	$	(43)	$	26,907	$	(1,814)	$	29,153	$	(1,857)

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


	As of March 31, 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	$	739,972	$	—	$	494,780	$	245,192	$	—
MBS:
Agency	$	58,668	$	15,162	$	33,614	$	8,368	$	1,524
Non-Agency	3,555		527		1,407		1,094		527
Total MBS	$	62,223	$	15,689	$	35,021	$	9,462	$	2,051



Available-for-sale—Amortized cost	$	802,195	$	15,689	$	529,801	$	254,654	$	2,051
Available-for-sale—Fair value	$	801,439	$	15,553	$	529,271	$	254,279	$	2,336

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5. LOANS & ALLOWANCE FOR CREDIT LOSSES

The Company categorizes the loan portfolio into five segments: Single Family - Mortgage & Warehouse, Multifamily and Commercial Mortgage, Commercial Real Estate, Commercial & Industrial - Non Real Estate (“Non-RE”) and Auto & Consumer. For further detail of the segments of the Company’s loan portfolio, see Note 1—“Organizations and Summary of Significant Accounting Policies” in the 2025 Form 10-K. The Company acquired approximately $1.0 billion of loans and leases, including $211.0 million of PCD assets, as part of the Verdant acquisition, which was completed on September 30, 2025. The loans and leases acquired in the Verdant acquisition are included in the Commercial & Industrial - Non-RE portfolio. For additional information on the Verdant acquisition, see Note 2, “Acquisitions.”

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


(Dollars in thousands)	March 31, 2026		June 30, 2025
Single Family - Mortgage & Warehouse	$	4,704,482	$	4,395,278
Multifamily and Commercial Mortgage	2,473,842		2,940,739
Commercial Real Estate	8,722,536		6,937,187
Commercial & Industrial - Non-RE	8,952,382		6,795,497
Auto & Consumer	617,305		482,996

Total gross loans	25,470,547		21,551,697
Allowance for credit losses - loans	(346,702)		(290,049)
Unaccreted premiums (discounts) and loan fees	(166,309)		(212,038)
Total net loans	$	24,957,536	$	21,049,610

Accrued interest receivable on loans held for investment totaled $128.6 million and $109.6 million as of March 31, 2026 and June 30, 2025, respectively.

At March 31, 2026 and June 30, 2025, the Company pledged certain loans totaling $3,812.6 million and $4,284.7 million, respectively, to the Federal Home Loan Bank (“FHLB”) and $11,473.0 million and $8,227.7 million, respectively, to the Federal Reserve Bank of San Francisco (“FRBSF”).

The following table presents loan-to-value (“LTV”) for the Company’s real estate loans outstanding as of March 31, 2026:


	Total Real Estate Loans		Single Family - Mortgage & Warehouse		Multifamily and Commercial Mortgage		Commercial Real Estate
Weighted-Average LTV	50	%	57	%	50	%	45	%
Median LTV	50	%	53	%	41	%	46	%

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


	For the Three Months March 31,				For the Nine Months Ended March 31,
(Dollars in thousands)	2026		2025		2026		2025
Provision for credit losses - loans	$	38,768	$	13,750	$	76,273	$	36,998
Provision for credit losses - unfunded lending commitments	2,232		750		6,982		3,750
Total provision for credit losses	$	41,000	$	14,500	$	83,255	$	40,748

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



	For the Three Months Ended March 31, 2026
(Dollars in thousands)	Single Family-Mortgage & Warehouse		Multifamily and Commercial Mortgage		Commercial Real Estate		Commercial & Industrial - Non-RE		Auto & Consumer		Total
Balance at January 1, 2026	$	9,059	$	20,785	$	130,138	$	148,733	$	18,328	$	327,043

Provision (benefit) for credit losses - loans	(1,182)		447		4,831		30,277		4,395		38,768
Charge-offs	(33)		(347)		—		(18,115)		(2,447)		(20,942)
Recoveries	142		254		—		603		834		1,833
Balance at March 31, 2026	$	7,986	$	21,139	$	134,969	$	161,498	$	21,110	$	346,702

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	For the Three Months Ended March 31, 2025
(Dollars in thousands)	Single Family-Mortgage & Warehouse		Multifamily and Commercial Mortgage		Commercial Real Estate		Commercial & Industrial - Non-RE		Auto & Consumer		Total
Balance at January 1, 2025	$	16,104	$	56,077	$	102,454	$	84,455	$	11,515	$	270,605

Provision (benefit) for credit losses - loans	1,593		(7,976)		(12,870)		29,921		3,082		13,750
Charge-offs	(2,297)		(1,131)		—		(753)		(2,026)		(6,207)
Recoveries	4		689		255		—		854		1,802
Balance at March 31, 2025	$	15,404	$	47,659	$	89,839	$	113,623	$	13,425	$	279,950



	For the Nine Months Ended March 31, 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, 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	(4,222)		(560)		21,169		51,119		8,767		76,273
Charge-offs	(439)		(4,803)		(4)		(20,500)		(6,312)		(32,058)
Recoveries	538		264		—		1,443		2,398		4,643
Balance at March 31, 2026	$	7,986	$	21,139	$	134,969	$	161,498	$	21,110	$	346,702



	For the Nine Months Ended March 31, 2025
(Dollars in thousands)	Single Family-Mortgage & Warehouse		Multifamily and Commercial Mortgage		Commercial Real Estate		Commercial & Industrial - Non-RE		Auto & Consumer		Total
Balance at July 1, 2024	$	16,943	$	70,771	$	87,780	$	76,032	$	9,016	$	260,542

Provision (benefit) for credit losses - loans	702		(16,116)		1,804		41,506		9,102		36,998
Charge-offs	(2,297)		(7,685)		—		(3,915)		(7,370)		(21,267)
Recoveries	56		689		255		—		2,677		3,677
Balance at March 31, 2025	$	15,404	$	47,659	$	89,839	$	113,623	$	13,425	$	279,950

For the three and nine months ended March 31, 2026, the allowance for credit losses for loans increased primarily due to the provision for credit losses, partially offset by net charge-offs. The provision for credit losses for the three months ended March 31, 2026 reflected loan growth primarily in the Commercial & Industrial - Non-RE and Commercial Real Estate portfolios, an increase in specific reserves primarily related to one Commercial & Industrial - Non-RE portfolio loan with unique credit risk characteristics, as well as changes to the quantitative allowance for credit losses model inputs, including geopolitical events impacting macroeconomic factors and forecasted interest rates. For the nine months ended March 31, 2026, the increase in the allowance for credit losses was also due to the Verdant acquisition, which included the acquisition of PCD assets and also resulted in a post-acquisition provision for credit losses on the loans and leases acquired.

Loan products within each portfolio contain varying collateral types which impact the estimate of the loss given default utilized in the calculation of the allowance for credit losses for loans. For further discussion of the model method of estimating expected lifetime credit losses, see Note 1—“Organizations and Summary of Significant Accounting Policies” in the 2025 Form 10-K.

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


	Three Months Ended March 31,
(Dollars in thousands)	2026		2025
Balance at January 1,	$	15,641	$	13,223
Provision (benefit) for credit losses - unfunded lending commitments	2,232		750
Balance at March 31,	$	17,873	$	13,973

	Nine Months Ended March 31,
(Dollars in thousands)	2026		2025
Balance at July 1,	$	10,891	$	10,223
Provision (benefit) for credit losses - unfunded lending commitments	6,982		3,750
Balance at March 31,	$	17,873	$	13,973

The increase in the allowance for off-balance sheet lending commitments for the three and nine months ended March 31, 2026, was primarily driven by unfunded lending commitment growth, primarily in the Commercial Real Estate and Commercial & Industrial - Non-RE portfolios.

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


	March 31, 2026
(Dollars in thousands)	Single Family-Mortgage & Warehouse		Multifamily and Commercial Mortgage		Commercial Real Estate		Commercial & Industrial - Non-RE		Auto & Consumer		Total
Performing	$	4,647,271	$	2,466,530	$	8,707,813	$	8,854,247	$	614,250	$	25,290,111
Nonaccrual	57,211		7,312		14,723		98,135		3,055		180,436
Total	$	4,704,482	$	2,473,842	$	8,722,536	$	8,952,382	$	617,305	$	25,470,547
Nonaccrual loans to total loans											0.71		%


	June 30, 2025
(Dollars in thousands)	Single Family-Mortgage & Warehouse		Multifamily and Commercial Mortgage		Commercial Real Estate		Commercial & Industrial - Non-RE		Auto & Consumer		Total
Performing	$	4,351,082	$	2,907,702	$	6,907,964	$	6,733,693	$	480,870	$	21,381,311
Nonaccrual	44,196		33,037		29,223		61,804		2,126		170,386
Total	$	4,395,278	$	2,940,739	$	6,937,187	$	6,795,497	$	482,996	$	21,551,697
Nonaccrual loans to total loans											0.79		%

There were no nonaccrual loans without an allowance for credit losses as of March 31, 2026 and June 30, 2025. There was no interest income recognized on nonaccrual loans in the three and nine months ended March 31, 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.

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

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

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

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


	March 31, 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	$	777,271	$	815,203	$	412,675	$	378,385	$	1,116,750	$	1,095,296	$	—	$	4,595,580
Special Mention	—		4,410		1,080		2,478		13,888		28,462		—		50,318
Substandard	—		13,921		—		276		8,396		35,991		—		58,584
Doubtful	—		—		—		—		—		—		—		—
Total	777,271		833,534		413,755		381,139		1,139,034		1,159,749		—		4,704,482
Year-to-date gross charge-offs	—		—		—		—		48		391		—		439
Multifamily and Commercial Mortgage
Pass	131,996		75,075		19,000		541,086		742,096		924,613				2,433,866
Special Mention	—		—		—		3,383		—		1,532		—		4,915
Substandard	—		—		—		11,375		22,017		1,669		—		35,061
Doubtful	—		—		—		—		—		—		—		—
Total	131,996		75,075		19,000		555,844		764,113		927,814		—		2,473,842
Year-to-date gross charge-offs	—		—		—		—		—		4,803		—		4,803
Commercial Real Estate
Pass	2,579,670		3,120,976		934,480		714,065		53,983		29,972		1,253,048		8,686,194
Special Mention	—		—		—		—		—		—		—		—
Substandard	—		—		—		7,015		—		14,723		14,604		36,342
Doubtful	—		—		—		—		—		—		—		—
Total	2,579,670		3,120,976		934,480		721,080		53,983		44,695		1,267,652		8,722,536
Year-to-date gross charge-offs	—		—		—		—		—		4		—		4
Commercial & Industrial - Non-RE
Pass	1,599,382		1,371,980		915,336		315,892		107,247		67,979		4,193,562		8,571,378
Special Mention	8,641		9,925		29,570		6,540		808		14,686		—		70,170
Substandard	10,297		14,328		123,610		9,620		129,568		448		22,870		310,741
Doubtful	31		—		—		—		—		62		—		93
Total	1,618,351		1,396,233		1,068,516		332,052		237,623		83,175		4,216,432		8,952,382
Year-to-date gross charge-offs	—		1,666		2,554		564		14,753		963		—		20,500
Auto & Consumer
Pass	268,745		168,872		36,939		49,230		70,516		18,435		—		612,737
Special Mention	413		509		99		164		245		46		—		1,476
Substandard	750		1,476		38		222		460		146		—		3,092
Doubtful	—		—		—		—		—		—		—		—
Total	269,908		170,857		37,076		49,616		71,221		18,627		—		617,305
Year-to-date gross charge-offs	483		2,317		329		1,245		1,044		894		—		6,312
Total
Pass	5,357,064		5,552,106		2,318,430		1,998,658		2,090,592		2,136,295		5,446,610		24,899,755
Special Mention	9,054		14,844		30,749		12,565		14,941		44,726		—		126,879
Substandard	11,047		29,725		123,648		28,508		160,441		52,977		37,474		443,820
Doubtful	31		—		—		—		—		62		—		93
Total	$	5,377,196	$	5,596,675	$	2,472,827	$	2,039,731	$	2,265,974	$	2,234,060	$	5,484,084	$	25,470,547
As a % of total gross loans	21.1%		22.0%		9.7%		8.0%		8.9%		8.8%		21.5%		100%
Year-to-date gross charge-offs	$	483	$	3,983	$	2,883	$	1,809	$	15,845	$	7,055	$	—	$	32,058

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	June 30, 2025
	Loans Held for Investment by Fiscal Year of Origination												Revolving Loans		Total
(Dollars in thousands)	2025		2024		2023		2022		2021		Prior
Single Family-Mortgage & Warehouse
Pass	$	750,357	$	269,165	$	451,330	$	1,067,144	$	434,352	$	715,620	$	599,406	$	4,287,374
Special Mention	2,129		1,080		5,362		3,140		5,254		26,604		9,967		53,536
Substandard	—		—		—		7,255		6,720		40,393		—		54,368
Doubtful	—		—		—		—		—		—		—		—
Total	752,486		270,245		456,692		1,077,539		446,326		782,617		609,373		4,395,278
Year-to-date gross charge-offs	—		340		—		400		—		2,296		—		3,036
Multifamily and Commercial Mortgage
Pass	75,755		22,435		632,120		859,189		422,683		842,787		1,450		2,856,419
Special Mention	—		—		3,400		—		7,255		18,272		—		28,927
Substandard	—		—		8,530		13,199		—		33,664		—		55,393
Doubtful	—		—		—		—		—		—		—		—
Total	75,755		22,435		644,050		872,388		429,938		894,723		1,450		2,940,739
Year-to-date gross charge-offs	—		375		86		5		—		8,099		—		8,565
Commercial Real Estate
Pass	3,135,530		1,342,372		679,875		575,642		152,581		47,214		960,145		6,893,359
Special Mention	—		—		—		—		—		—				—
Substandard	—		—		—		9,500		5,000		14,723		14,605		43,828
Doubtful	—		—		—		—		—		—		—		—
Total	3,135,530		1,342,372		679,875		585,142		157,581		61,937		974,750		6,937,187
Year-to-date gross charge-offs	—		—		—		165		—		—		—		165
Commercial & Industrial - Non-RE
Pass	1,231,118		809,347		310,043		120,385		38,397		28,311		3,928,415		6,466,016
Special Mention	—		45,120		—		—		93		—		10,023		55,236
Substandard	3,747		10,719		9,244		135,778		2,486		2,989		99,282		264,245
Doubtful	—		—		—		10,000		—		—		—		10,000
Total	1,234,865		865,186		319,287		266,163		40,976		31,300		4,037,720		6,795,497
Year-to-date gross charge-offs	—		—		883		—		5,942		—		2,000		8,825
Auto & Consumer
Pass	213,318		47,587		75,120		109,228		23,084		11,448		—		479,785
Special Mention	295		52		186		270		60		10		—		873
Substandard	154		48		365		807		549		415		—		2,338
Doubtful	—		—		—		—		—		—		—		—
Total	213,767		47,687		75,671		110,305		23,693		11,873		—		482,996
Year-to-date gross charge-offs	589		813		2,363		3,340		797		1,813		—		9,715
Total
Pass	5,406,078		2,490,906		2,148,488		2,731,588		1,071,097		1,645,380		5,489,416		20,982,953
Special Mention	2,424		46,252		8,948		3,410		12,662		44,886		19,990		138,572
Substandard	3,901		10,767		18,139		166,539		14,755		92,184		113,887		420,172
Doubtful	—		—		—		10,000		—		—		—		10,000
Total	$	5,412,403	$	2,547,925	$	2,175,575	$	2,911,537	$	1,098,514	$	1,782,450	$	5,623,293	$	21,551,697
As a % of total gross loans	25.1%		11.8%		10.1%		13.5%		5.1%		8.3%		26.1%		100%
Total year-to-date gross charge-offs	$	589	$	1,528	$	3,332	$	3,910	$	6,739	$	12,208	$	2,000	$	30,306

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


	March 31, 2026
(Dollars in thousands)	Current			30-59 Days			60-89 Days			90+ Days			Total
Single Family-Mortgage & Warehouse	$	4,629,050		$	15,565		$	3,178		$	56,689		$	4,704,482
Multifamily and Commercial Mortgage	2,460,624			7,056			—			6,162			2,473,842
Commercial Real Estate	8,707,813			—			—			14,723			8,722,536
Commercial & Industrial - Non-RE	8,844,572			65,648			6,559			35,603			8,952,382
Auto & Consumer	610,298			3,720			1,480			1,807			617,305


Total	$	25,252,357		$	91,989		$	11,217		$	114,984		$	25,470,547
As a % of total gross loans	99.14		%	0.36		%	0.04		%	0.46		%	100		%


	June 30, 2025
(Dollars in thousands)	Current			30-59 Days			60-89 Days			90+ Days			Total
Single Family-Mortgage & Warehouse	$	4,322,681		$	13,302		$	16,395		$	42,900		$	4,395,278
Multifamily and Commercial Mortgage	2,870,972			36,649			549			32,569			2,940,739
Commercial Real Estate	6,900,904			—			7,060			29,223			6,937,187
Commercial & Industrial - Non-RE	6,783,440			—			—			12,057			6,795,497
Auto & Consumer	477,694			3,025			920			1,357			482,996

Total	$	21,355,691		$	52,976		$	24,924		$	118,106		$	21,551,697
As a % of total gross loans	99.09		%	0.25		%	0.12		%	0.55		%	100		%

Loans reaching 90 or more days past due are generally placed on nonaccrual. As of both March 31, 2026 and June 30, 2025 there were no loans over 90 days past due and still accruing interest.

Single family mortgage loans in process of foreclosure were $36.9 million and $30.4 million as of March 31, 2026 and June 30, 2025, respectively.

Direct Financing Leases and Sales-Type Leases. The Company acts as a lessor in certain direct financing leases and sales-type leases, which are included in Commercial & Industrial - Non-RE in the preceding tables. The following table presents the aggregate interest income earned under 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 2025 Form 10-K.


	For the Three Months Ended March 31,				For the Nine Months Ended March 31,
(Dollars in thousands)	2026		2025		2026		2025
Lease interest income	$	35,252	$	3,424	$	76,267	$	9,861

6. DERIVATIVES

For additional information on the Company’s derivative instruments, see Note 1—“Organizations and Summary of Significant Accounting Policies,” Note 3—“Fair Value” and Note 6—“Derivatives” in the 2025 Form 10-K and Note 3—“Fair Value” and Note 7 “Offsetting of Derivatives and Securities Financing Agreements” herein.

The following table presents the notional amounts and fair values of the Company’s derivative instruments. While the notional amounts give an indication of the volume of the Company’s derivatives activity, the notional amounts significantly exceed, in the Company’s view, the possible losses that could arise from such transactions. For most derivative contracts, the notional amount is not exchanged, rather it is a reference amount used to calculate payments.

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	March 31, 2026						June 30, 2025
			Fair Value						Fair Value
(Dollars in thousands)	Notional Amount		Derivative Assets		Derivative Liabilities		Notional Amount		Derivative Assets		Derivative Liabilities
Derivatives designated as hedging instruments
Interest rate contracts1	$	750,000	$	7,323	$	—	$	400,000	$	1,950	$	—
Derivatives not designated as hedging instruments
Interest rate contracts1	2,529,989		9,909		51,810		2,761,021		15,782		68,427
Foreign exchange contracts	62,774		43		225		9,570		2		71
Total derivatives	$	3,342,763	$	17,275	$	52,035	$	3,170,591	$	17,734	$	68,498

1 Derivative Assets are presented net of $44.8 million and $55.4 million of variation margin on centrally-cleared derivatives as of March 31, 2026 and June 30, 2025, respectively.

Derivatives designated as fair value hedging instruments

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


	For the Three Months Ended March 31,				For the Nine Months Ended March 31,
(Dollars in thousands)	2026		2025		2026		2025
Change in fair value of derivative instruments	$	4,580	$	—	$	6,425	$	—
Change in fair value of hedged items	$	(4,580)	$	—	$	(6,425)	$	—

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 March 31, 2026				As of June 30, 2025
(Dollars in thousands)	Amortized Cost		Cumulative Amount of Basis Adjustments1		Amortized Cost		Cumulative Amount of Basis Adjustments1
Available-for-sale securities—United States Treasury securities	$	739,972	$	(6,425)	$	—	$	—

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

Derivatives designated as cash flow hedging instruments

The following table presents pre-tax gains/(losses) on derivative instruments used in cash flow hedge accounting relationships.


	For the Three Months Ended March 31,				For the Nine Months Ended March 31,
(Dollars in thousands)	2026		2025		2026		2025
Amounts recorded in other comprehensive income	$	7,567	$	(2,464)	$	10,417	$	6,162
Amounts reclassified from AOCI to income	(1,372)		$	(1,130)	(4,260)		$	(2,608)
Total change in OCI for period	$	6,195	$	(3,594)	$	6,157	$	3,554

The Company did not experience any forecasted transactions that failed to occur during the three and nine months ended March 31, 2026 or 2025. There are no amounts excluded from the assessment of hedge effectiveness.

As of March 31, 2026, the Company no longer has any active cash flow hedge relationships and expects that approximately $5.3 million of pre-tax net gains related to its terminated cash flow hedges recorded in AOCI will be recognized in income over the next 12 months, and an additional $2.6 million of pre-tax net gains thereafter. For the terminated cash flow hedges, the maximum length of time over which forecasted transactions will be recognized is approximately 1.5 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 March 31,				For the Nine Months Ended March 31,
(Dollars in thousands)	2026		2025		2026		2025
Interest rate contracts
Banking and service fees	$	(303)	$	(272)	$	(1,614)	$	(1,829)
Mortgage banking and servicing rights income	620		136		721		(249)
Foreign exchange contracts
Banking and service fees	170		(29)		(195)		(29)

The aggregate foreign exchange transaction gain/loss for the nine months ended March 31, 2026 was a gain of approximately $0.2 million, and was insignificant for the three months ended March 31, 2026. It was insignificant for the three and nine months ended March 31, 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 2025 Form 10-K.

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


	March 31, 2026
(Dollars in thousands)	Gross Assets / Liabilities		Amounts Offset		Net Balance Sheet Amount		Financial Collateral		Cash Collateral		Net Assets / Liabilities
Assets:
Securities borrowed	$	133,015	$	—	$	133,015	$	133,015	$	—	$	—
Other Assets — Derivative Assets1	17,275		—		17,275		3,130		9,202		4,943
Liabilities:
Securities loaned	$	148,668	$	—	$	148,668	$	148,668	$	—	$	—
Accounts Payable and Other Liabilities — Derivative Liabilities	52,035		—		52,035		3,130		828		48,077


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

1 Gross amounts of Other Assets - Derivative Assets are presented net of $44.8 million and $55.4 million of variation margin on centrally-cleared derivatives as of March 31, 2026 and June 30, 2025, respectively.

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

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8. STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION

The Company has an equity incentive plan, the Amended and Restated 2014 Stock Incentive Plan (the “2014 Plan”), which provides for the granting of non-qualified and incentive stock options, restricted stock and restricted stock units (“RSUs”), stock appreciation rights and other awards to employees, directors and consultants. On November 13, 2025, the Company’s stockholders approved an amendment to the 2014 Plan, which increased the maximum aggregate number of shares which may be issued under the 2014 Plan to 7,780,000 shares. The Company also has an employment agreement with its Chief Executive Officer that provides for an award of RSUs. For additional information regarding the Company’s stock-based compensation plans, see Note 16—“Stock-Based Compensation” in the 2025 Form 10-K.

At March 31, 2026, 1,881,899 shares of common stock were authorized for future awards under the 2014 Plan. As of March 31, 2026, the total compensation cost not yet recognized related to non-vested awards was $80.1 million, which is expected to be recognized over a weighted-average period of 1.3 years.

The following table presents the status and changes in RSUs:


	RSUs	Weighted-Average Grant-Date Fair Value
Non-vested balance at June 30, 2025	1,564,016	$	55.50
Granted	678,637	87.89
Vested	(562,535)	52.11
Forfeited	(104,713)	61.58
Non-vested balance at March 31, 2026	1,575,405	$	70.26

The total fair value of shares vested for the three and nine months ended March 31, 2026 was $20.7 million and $48.5 million, respectively. The total fair value of shares vested for the three and nine months ended March 31, 2025 was $15.7 million and $38.8 million, respectively.

Common Stock Repurchase Program

As of March 31, 2026, there was $148.1 million of share repurchase authorization remaining under the Company’s common stock repurchase program. The share repurchase program will continue in effect until terminated by the Board of Directors of the Company. There were no common stock repurchases pursuant to the program for the three and nine months ended March 31, 2026 and 2025. For additional information regarding the Company’s share repurchase program, see Note 15—“Stockholders' Equity” in the 2025 Form 10-K.

At-the-Market Equity Offering

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

Accumulated Other Comprehensive Income

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


	For the Three Months Ended March 31, 2026
(Dollars in thousands)	Unrealized gain (loss) on available-for-sale securities		Cash flow hedges		Accumulated other comprehensive income
Balance at December 31, 2025	$	761	$	1,101	$	1,862
Other comprehensive income/(loss)	(1,877)		4,477		2,600
Balance at March 31, 2026	$	(1,116)	$	5,578	$	4,462


	For the Three Months Ended March 31, 2025
(Dollars in thousands)	Unrealized gain (loss) on available-for-sale securities		Cash flow hedges		Accumulated other comprehensive income
Balance at December 31, 2024	$	(1,931)	$	4,938	$	3,007
Other comprehensive income/(loss)	588		(2,482)		(1,894)
Balance at March 31, 2025	$	(1,343)	$	2,456	$	1,113

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	For the Nine Months Ended March 31, 2026
(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)	(336)		4,450		4,114
Balance at March 31, 2026	$	(1,116)	$	5,578	$	4,462



	For the Nine Months Ended March 31, 2025
(Dollars in thousands)	Unrealized gain (loss) on available-for-sale securities		Cash flow hedges		Accumulated other comprehensive income
Balance at June 30, 2024	$	(2,466)	$	—	$	(2,466)
Other comprehensive income/(loss)	1,123		2,456		3,579
Balance at March 31, 2025	$	(1,343)	$	2,456	$	1,113

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



	For the Three Months Ended March 31, 2026						For the Three Months Ended March 31, 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	$	(2,581)	$	704	$	(1,877)	$	850	$	(262)	$	588
Reclassification adjustment for realized (gains)/losses included in net income	—		—		—		—		—		—
Net change	$	(2,581)	$	704	$	(1,877)	$	850	$	(262)	$	588
Cash flow hedges:
Net unrealized gains/(losses) arising during the period	$	7,567	$	(2,100)	$	5,467	$	(2,464)	$	763	$	(1,701)
Reclassification adjustment for realized (gains)/losses included in net income	(1,372)		382		(990)		(1,130)		349		(781)
Net change	6,195		(1,718)		4,477		(3,594)		1,112		(2,482)
Total other comprehensive income/(loss)	$	3,614	$	(1,014)	$	2,600	$	(2,744)	$	850	$	(1,894)



	For the Nine Months Ended March 31, 2026						For the Nine Months Ended March 31, 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	$	(458)	$	122	$	(336)	$	1,581	$	(458)	$	1,123
Reclassification adjustment for realized (gains)/losses included in net income	—		—		—		—		—		—
Net change	$	(458)	$	122	$	(336)	$	1,581	$	(458)	$	1,123
Cash flow hedges:
Net unrealized gains/(losses) arising during the period	$	10,417	$	(2,890)	$	7,527	$	6,162	$	(1,904)	$	4,258
Reclassification adjustment for realized (gains)/losses included in net income	(4,260)		1,183		(3,077)		(2,608)		806		(1,802)
Net change	6,157		(1,707)		4,450		3,554		(1,098)		2,456
Total other comprehensive income	$	5,699	$	(1,585)	$	4,114	$	5,135	$	(1,556)	$	3,579

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9. EARNINGS PER COMMON SHARE

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


	Three Months Ended				Nine Months Ended
	March 31,				March 31,
(Dollars in thousands, except per share data)	2026		2025		2026		2025
Earnings Per Common Share
Net income	$	124,677	$	105,206	$	365,426	$	322,233
Average common shares issued and outstanding	56,724,054		57,029,078		56,586,710		57,019,301
Earnings per common share	$	2.20	$	1.84	$	6.46	$	5.65
Diluted Earnings Per Common Share

Average common shares issued and outstanding	56,724,054		57,029,078		56,586,710		57,019,301
Dilutive effect of average unvested RSUs	1,349,203		1,145,618		1,187,697		1,008,579
Average dilutive common shares outstanding	58,073,257		58,174,696		57,774,407		58,027,880
Diluted earnings per common share	$	2.15	$	1.81	$	6.33	$	5.55
Weighted average antidilutive common stock equivalents (excluded from the computation of EPS)	6,353		11,426		4,787		4,668

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

10. COMMITMENTS AND CONTINGENCIES

Credit-Related Financial Instruments. The Company is a party to credit-related financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments are commitments to extend credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Condensed Consolidated Balance Sheets.

The Company’s exposure to credit loss is represented by the contractual amount of these commitments. The Company follows the same credit policies in making commitments as it does for on-balance-sheet instruments.

Commitments to extend credit are agreements to lend to a customer so long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by the Company, is based on management’s credit evaluation of the customer. For single family loans classified as held for sale, the Company matches unfunded commitments to originate loans with commitments to sell loans. The Company also has standby letters of credit commitments. The following table presents a summary of off-balance sheet commitments.


(dollars in thousands)	March 31, 2026
Commitments to fund loans	$	6,424,520
Commitments to sell loans	$	6,438
Standby letters of credit	$	7,905
Commitments to contribute capital - Non-LIHTC	$	3,494

In addition, the Company has $34.1 million of commitments to contribute capital to low-income housing tax credit (“LIHTC”) investments included in “Accounts payable and other liabilities” on the Condensed Consolidated Balance Sheets. See Note 13—“Other Assets” for additional information on LIHTC investments.

In the normal course of business, Axos Clearing LLC’s (“Axos Clearing”) customer activities involve the execution, settlement, and financing of various customer securities transactions. These activities may expose Axos Clearing to off-balance-sheet risk in the event the customer or other broker is unable to fulfill its contracted obligations and Axos Clearing has to purchase or sell the financial instrument underlying the contract at a loss. Axos Clearing’s clearing agreements with broker-dealers for which it provides clearing services requires them to indemnify Axos Clearing if customers fail to satisfy their contractual obligation.

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

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Company and was stayed pending resolution of the Employment Action. On January 2, 2024, the Derivative Action plaintiff filed a Third Amended Complaint. The Derivative Action defendants filed a Motion to Dismiss the Third Amended Complaint on April 4, 2025. A hearing on the motion was held on June 26, 2025. On September 18, 2025, the court granted defendants’ motion to dismiss with prejudice citing Plaintiffs’ failure to plead demand futility. On October 17, 2025, Plaintiffs filed a Notice of Appeal to the United States Court of Appeals for the Ninth Circuit, which appeal is pending. The Derivative Action defendants dispute, and intend to continue vigorously defending against, the allegations raised in the Third Amended Complaint. The Derivative Action plaintiff seeks damages on behalf of the Company with respect to the Employment Action and also seeks damages on behalf of the Company in connection with a now settled securities class action that was also based upon allegations made in the Employment Action and settled within available insurance coverage, without requiring changes in operations or attribution of wrongdoing to the Company, its management, or its directors.

The following three putative class action lawsuits are pending in the United States District Court, Southern District of California, under the following case names and numbers: (1) In re Axos Bank d/b/a UFB Direct Litigation, 3:23-cv-02266-BJC-DTF; (2) Pliszka et al. v. Axos Bank d/b/a UFB Direct, Case No. 3:24-cv-00445-BJC-DTF; and (3) Ash et al. v. Axos Bank d/b/a UFB Direct, Case No. 3:24-cv-01157-BJC-DTF (collectively, the “UFB Actions”). The plaintiffs in the UFB Actions allege that certain rate representations made by Axos Bank with respect to its UFB products were false or misleading. Axos Bank filed a motion to compel arbitration or dismiss the complaint in each of the UFB Actions. On September 13, 2024, the court entered an order compelling arbitration in each lawsuit. Accordingly, a separate AAA arbitration was initiated with respect to each of the UFB Actions. On March 26, 2025, the arbitrator in the Pliszka arbitration proceedings issued an order finding that none of the claims raised are subject to arbitration, dismissing the arbitration and remanding the case back to the United States District Court. A similar conclusion was reached by the arbitrator in the Ash arbitration via an order issued on June 3, 2025. The arbitrator in the Stempel arbitration reached a contrary conclusion and entered an order finding the claims to be arbitrable on June 5, 2025. On October 11, 2024, Defendant filed an interlocutory appeal seeking to enforce Defendant’s updated/modified Account Agreement and Online Access Agreement in Stempel, Pliszka and Ash. Defendant’s opening brief in such appeal was filed July 11, 2025. On September 9, 2025, the court in the Consolidated Action granted Defendant’s renewed motion to compel arbitration. On December 29, 2025, the appellate court hearing the interlocutory appeal ruled that it lacked interlocutory jurisdiction over the matter and dismissed the appeal on jurisdictional grounds. 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.

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11. ADVANCES FROM THE FEDERAL HOME LOAN BANK

As of March 31, 2026, the Company had outstanding $1,745 million of overnight FHLB borrowings at a rate of 3.98% and $60 million of term borrowings at a rate of 2.07%. For additional information on advances from the FHLB, see “Advances from the Federal Home Loan Bank” in the 2025 Form 10-K.

12. BORROWINGS, SUBORDINATED NOTES AND DEBENTURES

Borrowings from other banks. As of March 31, 2026, Axos Clearing borrowed $28 million on its $150 million secured line of credit at a fixed rate per annum of 5.00%.

Subordinated Loans. The Company issued subordinated loans totaling $7.5 million on January 28, 2019, to the principal stockholders of Cor Securities Holdings, Inc. (“COR Securities”) in an equal principal amount, with a maturity of 15 months and a 6.25% interest rate, to serve as the sole source of payment of indemnification obligations of the principal stockholders of COR Securities under the applicable merger agreement. During the fiscal year ended June 30, 2019, $0.1 million of subordinated loans were repaid. The Company made an indemnification claim against the $7.4 million. Following such claim, the principal stockholders of COR Securities filed an action seeking a declaratory judgment that they are not obligated under the merger agreement to indemnify the Company, and on November 7, 2025, the declaratory judgment was entered. As a result of the declaratory judgment, the Company accrued $7.0 million in “General and administrative expense” in the Condensed Consolidated Statements of Income for the three months ended December 31, 2025. On April 8, 2026, the Company made payments, including the $7.4 million of outstanding principal of the subordinated loans, in resolution of the declaratory judgment action.

Subordinated Notes. On September 19, 2025, the Company completed the issuance of $200 million aggregate principal amount of the Company’s 7.00% Fixed-to-Floating Rate Subordinated Notes (the “2035 Notes”). The 2035 Notes are obligations only of Axos Financial, Inc. The 2035 Notes mature on October 1, 2035 and accrue interest at a fixed rate per annum equal to 7.00%, payable semi-annually in arrears on April 1 and October 1 of each year during the fixed period, commencing on October 1, 2025. From and including October 1, 2030, to, but excluding October 1, 2035 or the date of early redemption, the 2035 Notes will bear interest at a floating rate per annum equal to three-month term SOFR plus a spread of 379 basis points, payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, commencing on January 1, 2031. The 2035 Notes may be redeemed on or after October 1, 2030, which date may be extended at the Company’s discretion, at a redemption price equal to principal plus accrued and unpaid interest, subject to certain conditions. Fees and costs incurred in connection with the debt offering amortize to “Interest expense - Other borrowings” in the Condensed Consolidated Statements of Income over the term of the 2035 Notes.

On October 1, 2025, the Company completed the redemption of the $160.5 million aggregate principal amount outstanding of its 4.875% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “2030 Notes”), which were set to begin their floating period on such date. The 2030 Notes were redeemed for cash by the Company at 100% of their principal amount, plus accrued and unpaid interest, in accordance with the terms of the indenture governing the 2030 Notes. Remaining unamortized deferred financing costs associated with such notes were expensed and included under “Interest expense - Other borrowings” in the Condensed Consolidated Statements of Income.

For information on secured financings issued by variable interest entities (“VIEs”) consolidated by the Company, see Note 14— “Variable Interest Entities,” and for additional information on other borrowings, see Note 13—“Borrowings, Subordinated Notes and Debentures” in the 2025 Form 10-K.

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13. OTHER ASSETS

“Other Assets” in the Condensed Consolidated Balance Sheets primarily comprises bank-owned life insurance (“BOLI”), accrued interest receivable, derivatives, net deferred income tax assets, 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 2025 Form 10-K. For additional information on accrued interest receivable, see Note 5—“Loans & Allowance for Credit Losses,” and for additional information on derivatives, see Note 6—“Derivatives.”

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


	For the Three Months Ended March 31,				For the Nine Months Ended March 31,
(Dollars in thousands)	2026		2025		2026		2025
Tax credits recognized	$	1,690	$	1,476	$	5,785	$	4,282
Other tax benefits recognized	980		485		3,196		953
Amortization	(2,081)		(1,747)		(6,983)		(4,400)
Net benefit (expense) included in income tax expense	589		214		1,998		835


Other income (loss) included in banking and service fees	—		—		29		—
Net benefit (expense) included in the Condensed Consolidated Statements of Income	$	589	$	214	$	2,027	$	835

The Company recognized the following investments on its balance sheets.


(Dollars in thousands)	As of March 31, 2026		As of June 30, 2025
LIHTC investments	$	77,892	$	84,875
LIHTC unfunded commitments1	$	34,082	$	47,381

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

For the three and nine months ended March 31, 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 and nine months ended March 31, 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—“Summary of Significant Accounting Policies.”


	For the Three Months Ended March 31,				For the Nine Months Ended March 31,
(Dollars in thousands)	2026		2025		2026		2025
Operating lease income	$	21,977	$	—	$	36,078	$	—

14. VARIABLE INTEREST ENTITIES

The Company consolidated the results of operations and financial position of three lending-related entities, which it considers VIEs. The Company consolidated these VIEs because it or its subsidiaries is deemed to be the primary beneficiary since the Company or its subsidiaries has the power to direct the loan servicing or portfolio management activities, which are the activities that most significantly affect the VIEs’ economic performance, and the Company or its subsidiaries has the obligation to absorb the majority of the losses or benefits through ownership of all of the secured financings issued by the trusts. For these VIEs, the loans transferred to the VIEs are pledged as collateral to the related secured financings.

In addition, through its acquisition of Verdant, the Company acquired additional variable interests in certain securitization trusts. Following the acquisition, the Company performed an assessment and determined it continues to direct the activities that most significantly affect the acquired VIEs’ economic performance, and the Company has the obligation to absorb the majority of the losses or benefits of such acquired variable interests. As a result, the Company determined it is the primary beneficiary and continues to consolidate the VIEs as of March 31, 2026.

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For these VIEs, including those acquired in the Verdant acquisition, the loans transferred to the VIEs are pledged as collateral to the related secured financings.

The following table provides a summary of the assets and liabilities of consolidated VIEs in the Company’s Condensed Consolidated Balance Sheets.


(Dollars in thousands)	As of March 31, 2026		As of June 30, 2025

Restricted cash	$	32,654	$	—
Loans—net of allowance for credit losses	1,407,043		1,276,101
Other assets	155,036		—
Secured financings	634,452		—
Accounts payable and other liabilities	23,770		—

As part of its securitization activities, Verdant issued a series of notes to provide additional financing to its business. The notes outstanding as of March 31, 2026 are included in “Secured financings” in the Company’s Condensed Consolidated Balance Sheet and are summarized in the below table:

Series

Classes

Interest Rate Range

Final Maturity Date / Range

Outstanding Principal at March 31, 2026

(Dollars in thousands)

2022-01

Class A, B, C, D

6.59% to 8.67%

February 2030

10,513

2023-01

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

6.05% to 7.75%

January 2031

103,162

2024-01

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

5.68% to 7.23%

December 2031

179,388

2025-01

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

4.85% to 6.49%

March 2028 to
May 2033

332,273

Total

625,336

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

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15. SEGMENT REPORTING AND REVENUE INFORMATION

Segment Reporting. The operating segments reported below are the segments of the Company for which separate financial information is available and for which segment results are evaluated regularly by the Chief Executive Officer, who is the Chief Operating Decision Maker (“CODM”), in deciding how to allocate resources and in assessing performance. The operating segments and segment results of the Company are determined based upon the management reporting system, which assigns balance sheet and income statement items to each of the business segments and by which segment results are evaluated by the CODM in deciding how to allocate resources and in assessing performance.

The Company evaluates performance and allocates resources based on pre-tax profit or loss from operations in conjunction with its corporate strategy. Salaries and related costs represent the significant segment expense that is regularly provided to the CODM. For more information on the Company’s operating segments, see Note 22—“Segment Reporting” in the 2025 Form 10-K.

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


	For the Three Months Ended March 31, 2026
(Dollars in thousands)	Banking Business Segment		Securities Business Segment		Corporate/Eliminations		Axos Consolidated
Net interest income	$	303,445	$	7,860	$	(5,044)	$	306,261
Provision for credit losses	41,000		—		—		41,000
Non-interest income1	64,090		30,529		(8,631)		85,988
Non-interest expense—Salaries and related costs	59,988		14,394		7,189		81,571
Non-interest expense—Other segment items2	92,689		15,122		(3,429)		104,382
Total non-interest expense1	152,677		29,516		3,760		185,953
Income before taxes	$	173,858	$	8,873	$	(17,435)	$	165,296

	For the Three Months Ended March 31, 2025
(Dollars in thousands)	Banking Business Segment		Securities Business Segment		Corporate/Eliminations		Axos Consolidated
Net interest income	$	272,260	$	6,942	$	(3,738)	$	275,464
Provision for credit losses	14,500		—		—		14,500
Non-interest income1	12,666		30,611		(9,904)		33,373
Non-interest expense—Salaries and related costs	51,957		15,268		7,452		74,677
Non-interest expense—Other segment items2	66,368		13,148		(7,932)		71,584
Total non-interest expense1	118,325		28,416		(480)		146,261
Income before taxes	$	152,101	$	9,137	$	(13,162)	$	148,076
1 Includes $9.1 million and $10.2 million for the three months ended March 31, 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 items includes the non-interest expenses other than salaries and related costs as presented in the Condensed Consolidated Statements of Income.
	For the Nine Months Ended March 31, 2026
(Dollars in thousands)	Banking Business Segment		Securities Business Segment		Corporate/Eliminations		Axos Consolidated
Net interest income	$	919,144	$	24,696	$	(14,820)	$	929,020
Provision for credit losses	83,255		—		—		83,255
Non-interest income1	109,277		90,157		(27,728)		171,706
Non-interest expense—Salaries and related costs	176,531		43,904		19,945		240,380
Non-interest expense—Other segment items2	254,176		44,081		(11,864)		286,393
Total non-interest expense1	430,707		87,985		8,081		526,773
Income before taxes	$	514,459	$	26,868	$	(50,629)	$	490,698

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	For the Nine Months Ended March 31, 2025
(Dollars in thousands)	Banking Business Segment		Securities Business Segment		Corporate/Eliminations		Axos Consolidated
Net interest income	$	837,472	$	21,216	$	(11,077)	$	847,611
Provision for credit losses	40,748		—		—		40,748
Non-interest income1	24,204		89,517		(23,940)		89,781
Non-interest expense—Salaries and related costs	154,688		44,453		23,926		223,067
Non-interest expense—Other segment items2	196,488		40,232		(20,741)		215,979
Total non-interest expense1	351,176		84,685		3,185		439,046
Income before taxes	$	469,752	$	26,048	$	(38,202)	$	457,598
1 Includes $28.7 million and $30.5 million for the nine months ended March 31, 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 items includes the non-interest expenses other than salaries and related costs as presented in the Condensed Consolidated Statements of Income.
	As of March 31, 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	$	28,346,388	$	782,482	$	120,116	$	29,248,986

	As of June 30, 2025
(Dollars in thousands)	Banking Business Segment		Securities Business Segment		Corporate/Eliminations		Axos Consolidated
Goodwill	$	35,721	$	59,953	$	1,999	$	97,673
Total Assets	$	23,988,748	$	751,820	$	42,510	$	24,783,078

Revenue Information. The following presents non-interest income, segregated by revenue streams in-scope and out-of-scope of Accounting Standards Codification (“ASC”) 606 for the periods indicated. For additional information on the Company’s recognition of revenue and ASC 606, see Note 1—“Organizations and Summary of Significant Accounting Policies” in the 2025 Form 10-K.


	For the Three Months Ended				For the Nine Months Ended
	March 31,				March 31,
(Dollars in thousands)	2026		2025		2026		2025
Advisory fee income	$	9,404	$	8,120	$	26,758	$	24,047
Broker-dealer clearing fees	6,014		6,002		17,995		16,780
Deposit service fees	1,899		924		6,480		4,234
Card fees and other	2,512		589		5,537		2,195
Bankruptcy trustee and fiduciary service fees	893		351		2,420		2,746
Non-interest income (in-scope of ASC 606)	20,722		15,986		59,190		50,002
Non-interest income (out-of-scope of ASC 606)	65,266		17,387		112,516		39,779
Total non-interest income	$	85,988	$	33,373	$	171,706	$	89,781

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion provides information about the results of operations, financial condition, liquidity, and capital resources of Axos Financial, Inc. and subsidiaries (collectively, “we”, “us” or the “Company”). This information is intended to facilitate the understanding and assessment of significant changes and trends related to our financial condition and the results of our operations. This discussion and analysis should be read in conjunction with our financial information in our 2025 Form 10-K, and the interim unaudited condensed consolidated financial statements and notes thereto contained in this report.

Some matters discussed in this report may constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such, may involve risks and uncertainties. These forward-looking statements can be identified by the use of terminology such as “estimate,” “project,” “anticipate,” “expect,” “intend,” “believe,” “will,” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. These forward-looking statements relate to, among other things, the Company’s financial prospects and other projections of our performance and asset quality, our deposit balances and capital ratios, our ability to continue to grow profitably and increase our business, our ability to continue to diversify lending and deposit franchises, the anticipated timing and financial performance of other offerings, initiatives, and acquisitions, expectations of the environment in which we operate and projections of future performance. Actual results and the timing of events could differ materially from those expressed or implied in such forward-looking statements as a result of risks and uncertainties, including without limitation our ability to successfully integrate acquisitions and realize the anticipated benefits of the transactions, changes in the interest rate environment, monetary policy, inflation, tariffs, government regulation, general economic conditions, changes in the competitive marketplace, conditions in the real estate markets in which we operate, risks associated with credit quality, our ability to attract and retain deposits and access other sources of liquidity, and the outcome and effects of litigation and other factors beyond our reasonable control. These and other risks and uncertainties are discussed under the heading “Item 1A. Risk Factors” herein and in our 2025 Form 10-K, which has been filed with the SEC, could cause actual results to differ materially from those expressed or implied in any forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report. All forward-looking statements are qualified in their entirety by this cautionary statement, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. All written and oral forward-looking statements made in connection with this report, which are attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing information.

General

Our Company is a technology-driven, diversified financial services company with approximately $29.2 billion in assets and approximately $44.0 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 under the ticker symbol “AX” and is a component of the Russell 2000® Index and the S&P SmallCap 600® Index, among other indices.

Axos Financial, Inc. is supervised and regulated as a savings and loan holding company that has elected to be treated as a financial holding company by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and is required to file reports with, comply with the rules and regulations of, and is subject to examination by, the Federal Reserve.

Our Bank is a federal savings association, which has elected to operate as a covered savings association. The Bank is regulated by the Office of the Comptroller of the Currency (“OCC”), and the Federal Deposit Insurance Corporation (“FDIC”) as its deposit insurer. The Bank must file reports with the OCC and the FDIC concerning its activities and financial condition.

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As a depository institution with more than $10 billion in assets, our Bank and our affiliates are subject to direct supervision by the Consumer Financial Protection Bureau.

Axos Clearing is a broker-dealer registered with the SEC and the Financial Industry Regulatory Authority, Inc. (“FINRA”). Axos Invest is a Registered Investment Advisor under the Investment Advisers Act of 1940, that is registered with the SEC. Axos Invest LLC is an IBD that is registered with the SEC and FINRA.

Mergers and Acquisitions

On September 30, 2025, the Company completed the acquisition of 100% of the membership interests in Verdant Commercial Capital, LLC (“Verdant”) in an all-cash transaction, which increases the Company’s scale and enhances the Company’s existing equipment leasing business. As part of the acquisition, the Company acquired, among other assets and liabilities, approximately $1.0 billion of loans and leases (including $211.0 million of PCD assets) and $212.6 million of equipment under operating lease arrangements.

On January 23, 2026, the Company purchased a multi-building commercial office complex and associated amenities located in San Diego, California for approximately $125 million, which Axos Bank intends to occupy as its headquarters in the future.

On February 12, 2026, the Bank entered into a purchase and assumption agreement with SMBC to acquire all of the United States consumer deposits of Jenius Bank, a digital banking business of SMBC. The amount of deposits to be acquired at closing is currently estimated to be approximately $2.3 billion, and the deposit acquisition is currently expected to close in the quarter ending June 30, 2026.

On April 22, 2026, the Bank entered into a purchase and assumption agreement with Capital One, National Association to acquire approximately $3.2 billion of deposits, comprising IRA savings and IRA certificate of deposit accounts. The deposit acquisition is subject to approval by the Office of the Comptroller of the Currency and is expected to close in calendar year 2026.

For additional information on these 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 2025 Form 10-K in Note 1—“Organizations and Summary of Significant Accounting Policies” and Item 7—“Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates.”

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USE OF NON-GAAP FINANCIAL MEASURES

In addition to the results presented in accordance with GAAP, this report includes the non-GAAP financial measures adjusted earnings, adjusted earnings per common share (“Adjusted EPS”), and tangible book value per common share. Non-GAAP financial measures have inherent limitations, may not be comparable to similarly titled measures used by other companies and are not audited. Readers should be aware of these limitations and should be cautious as to their reliance on such measures. As noted below with respect to each measure, we believe the non-GAAP financial measures disclosed in this report enhance investors’ understanding of our business and performance, and our management uses these non-GAAP measures when it internally evaluates the performance of our business and makes operating decisions. However, these non-GAAP measures should not be considered in isolation, or as a substitute for GAAP basis financial measures.

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

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


	For the Three Months Ended March 31,				For the Nine Months Ended March 31,
(Dollars in thousands, except per share data)	2026		2025		2026		2025
Net income	$	124,677	$	105,206	$	365,426	$	322,233


Favorable legal settlement1	(22,000)		—		(22,000)		—
Acquisition-related costs2	2,834		1,604		8,194		5,804
Other costs3	—		(1,879)		—		(1,879)
Verdant acquisition - Provision for credit losses	$	—	—		7,765		—
Income tax effect	4,713		80		1,542		(1,161)
Adjusted earnings (Non-GAAP)	$	110,224	$	105,011	$	360,927	$	324,997

Average dilutive common shares outstanding	58,073,257		58,174,696		57,774,407		58,027,880

Diluted EPS	$	2.15	$	1.81	$	6.33	$	5.55


Favorable legal settlement1	(0.38)		—		(0.38)		—
Acquisition-related costs2	0.05		0.03		0.14		0.10
Other costs3	—		(0.03)		—		(0.03)
Verdant acquisition - Provision for credit losses	—		—		0.13		—
Income tax effect	0.08		—		0.03		(0.02)
Adjusted EPS (Non-GAAP)	$	1.90	$	1.81	$	6.25	$	5.60

1 Favorable legal settlement reflects the recognition of a legal settlement in the Company’s favor reached in March 2026.

2 Acquisition-related costs includes amortization of intangible assets, and for the nine months ended March 31, 2026, also includes $1.3 million of acquisition-related costs associated with the Verdant acquisition.

3 Other costs primarily reflects the payment of a legal judgment at an amount less than previously accrued.

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.

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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)	March 31, 2026		June 30, 2025		March 31, 2025
Common stockholders’ equity	$	3,065,183	$	2,680,677	$	2,603,900
Less: servicing rights, carried at fair value	26,299		27,218		27,585
Less: goodwill and other intangible assets—net	211,046		134,502		135,966
Tangible common stockholders’ equity (Non-GAAP)	$	2,827,838	$	2,518,957	$	2,440,349

Common shares outstanding at end of period	56,882,190		56,483,617		56,865,524

Book value per common share	53.89		47.46		45.79
Less: servicing rights, carried at fair value per common share	0.46		0.48		0.49
Less: goodwill and other intangible assets—net per common share	3.71		2.38		2.39
Tangible book value per common share (Non-GAAP)	$	49.72	$	44.60	$	42.91

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SELECTED FINANCIAL INFORMATION


(Dollars in thousands, except per share data)	March 31, 2026			June 30, 2025			March 31, 2025
Selected Balance Sheet Data:
Total assets	$	29,248,986		$	24,783,078		$	23,981,154
Loans—net of allowance for credit losses	24,957,536			21,049,610			20,193,630
Loans held for sale, carried at fair value	23,964			10,012			15,644

Allowance for credit losses	346,702			290,049			279,950
Trading securities	444			649			346
Available-for-sale securities	801,439			66,008			79,958

Securities borrowed	133,015			139,396			91,915
Customer, broker-dealer and clearing receivables	333,699			252,720			300,907
Total deposits	22,388,135			20,829,543			20,136,714

Advances from the Federal Home Loan Bank	1,805,000			60,000			60,000
Secured financings	634,452			—			—
Borrowings, subordinated notes and debentures	378,065			312,671			377,427
Securities loaned	148,668			139,426			111,094
Customer, broker-dealer and clearing payables	338,592			350,606			314,399
Total stockholders’ equity	$	3,065,183		$	2,680,677		$	2,603,900

Common shares outstanding at end of period	56,882,190			56,483,617			56,865,524
Common shares issued at end of period	71,724,042			71,101,642			70,813,637

Per Common Share Data:
Book value per common share	$	53.89		$	47.46		$	45.79
Tangible book value per common share (Non-GAAP)1	$	49.71		$	44.60		$	42.91

Capital Ratios:
Equity to assets at end of period	10.48		%	10.82		%	10.86		%
Axos Financial, Inc.:
Tier 1 leverage (to adjusted average assets)	10.17		%	10.73		%	10.45		%
Common equity tier 1 capital (to risk-weighted assets)	11.65		%	12.52		%	12.39		%
Tier 1 capital (to risk-weighted assets)	11.65		%	12.52		%	12.39		%
Total capital (to risk-weighted assets)	14.32		%	15.28		%	15.21		%
Axos Bank:
Tier 1 leverage (to adjusted average assets)	9.39		%	10.23		%	10.14		%
Common equity tier 1 capital (to risk-weighted assets)	10.90		%	12.42		%	12.31		%
Tier 1 capital (to risk-weighted assets)	10.90		%	12.42		%	12.31		%
Total capital (to risk-weighted assets)	12.13		%	13.70		%	13.49		%
Axos Clearing LLC:
Net capital	$	103,752		$	86,996		$	79,264
Excess capital	$	97,249		$	81,834		$	73,172
Net capital as a percentage of aggregate debit items	31.91		%	33.71		%	26.02		%
Net capital in excess of 5% aggregate debit items	$	87,495		$	74,091		$	64,035

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	For the Three Months Ended March 31,						For the Nine Months Ended March 31,
(Dollars in thousands, except per share data)	2026			2025			2026			2025
Selected Income Statement Data:
Interest and dividend income	$	478,241		$	432,722		$	1,457,822		$	1,373,052
Interest expense	171,980			157,258			528,802			525,441
Net interest income	306,261			275,464			929,020			847,611
Provision for credit losses	41,000			14,500			83,255			40,748
Net interest income, after provision for credit losses	265,261			260,964			845,765			806,863
Non-interest income	85,988			33,373			171,706			89,781
Non-interest expense	185,953			146,261			526,773			439,046
Income before income taxes	165,296			148,076			490,698			457,598
Income taxes	40,619			42,870			125,272			135,365
Net income	$	124,677		$	105,206		$	365,426		$	322,233

Weighted average number of common shares outstanding:
Basic	56,724,054			57,029,078			56,586,710			57,019,301
Diluted	58,073,257			58,174,696			57,774,407			58,027,880

Per Common Share Data:
Net income:
Basic	$	2.20		$	1.84		$	6.46		$	5.65
Diluted	$	2.15		$	1.81		$	6.33		$	5.55
Adjusted earnings per common share (Non-GAAP)1	$	1.90		$	1.81		$	6.25		$	5.60





Performance Ratios and Other Data:
Growth in loans held for investment, net	$	684,984		$	706,903		$	3,907,926		$	962,245

Loan originations for sale	$	70,080		$	20,962		$	178,211		$	157,358

Return on average assets	1.77		%	1.77		%	1.79		%	1.81		%
Return on average common stockholders’ equity	16.26		%	16.44		%	16.54		%	17.47		%
Interest rate spread2	3.88		%	3.91		%	3.99		%	3.98		%
Net interest margin3	4.57		%	4.78		%	4.76		%	4.93		%
Net interest margin3 – Banking Business Segment	4.62		%	4.83		%	4.81		%	4.97		%
Efficiency ratio4	47.41		%	47.36		%	47.86		%	46.84		%
Efficiency ratio4 – Banking Business Segment	41.54		%	41.53		%	41.88		%	40.75		%

Asset Quality Ratios:
Net annualized charge-offs to average loans	0.31		%	0.09		%	0.16		%	0.12		%
Nonaccrual loans to total loans	0.71		%	0.89		%	0.71		%	0.89		%
Non-performing assets to total assets	0.62		%	0.79		%	0.62		%	0.79		%
Allowance for credit losses - loans to total loans held for investment	1.37		%	1.37		%	1.37		%	1.37		%
Allowance for credit losses - loans to nonaccrual loans5	192.15		%	151.28		%	192.15		%	151.28		%

1 See “Use of Non-GAAP Financial Measures.”

2 Interest rate spread represents the difference between the annualized weighted average yield on interest-earning assets and the annualized weighted average rate paid on interest-bearing liabilities.

3 Net interest margin represents annualized net interest income as a percentage of average interest-earning assets.

4 Efficiency ratio represents non-interest expense as a percentage of the aggregate of net interest income and non-interest income.

5 The increase in the Allowance for credit losses - loans to nonaccrual loans is primarily attributable to the increase in the allowance for credit losses, including the impact of the Verdant acquisition. For additional information on the Verdant acquisition, see Note 2, “Acquisitions” in the accompanying interim condensed consolidated financial statements.

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RESULTS OF OPERATIONS

Comparison of the Three and Nine Months Ended March 31, 2026 and 2025

For the three months ended March 31, 2026, we had net income of $124.7 million, or $2.15 per diluted share, compared to net income of $105.2 million, or $1.81 per diluted share, for the three months ended March 31, 2025. For the nine months ended March 31, 2026, we had net income of $365.43 million or $6.33 per diluted share, compared to net income of $322.2 million, or $5.55 per diluted share, for the nine months ended March 31, 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,
	March 31, 2026						March 31, 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	$	24,629,009	$	453,387	7.36	%	$	19,768,408	$	394,777	7.99	%
Non-purchased loans	23,998,492		433,849		7.23	%	18,793,216		359,855		7.66	%
Purchased loans5	630,517		19,538		12.39	%	975,192		34,922		14.32	%
Interest-earning deposits in other financial institutions	893,965		8,352		3.74	%	2,767,197		30,347		4.39	%
Mortgage-backed and other securities4	811,974		8,268		4.07	%	92,047		1,012		4.40	%
Securities borrowed and margin lending6	417,457		7,228		6.93	%	383,986		6,072		6.33	%
Stock of the regulatory agencies	35,513		1,006		11.33	%	29,598		514		6.95	%
Total interest-earning assets	26,787,918		478,241		7.14	%	23,041,236		432,722		7.51	%
Non-interest-earning assets	1,442,655						770,670
Total assets	$	28,230,573					$	23,811,906
Liabilities and Stockholders’ Equity:
Interest-bearing demand and savings	$	18,446,177	$	144,345	3.13	%	$	16,172,049	$	145,121	3.59	%
Time deposits	790,492		7,385		3.74	%	785,669		7,573		3.86	%
Securities loaned	135,608		202		0.60	%	133,629		333		1.00	%
Advances from the FHLB	656,429		6,766		4.12	%	60,000		306		2.04	%
Secured financings	678,010		7,557		4.46	%	—		—		—	%
Borrowings, subordinated notes and debentures	365,133		5,725		6.27	%	330,661		3,925		4.75	%
Total interest-bearing liabilities	21,071,849		171,980		3.26	%	17,482,008		157,258		3.60	%
Non-interest-bearing demand deposits	3,309,321						3,008,995
Other non-interest-bearing liabilities	782,997						761,518
Stockholders’ equity	3,066,406						2,559,385
Total liabilities and stockholders’ equity	$	28,230,573					$	23,811,906
Net interest income			$	306,261					$	275,464
Interest rate spread7					3.88	%					3.91	%
Net interest margin8					4.57	%					4.78	%
1.Average balances are obtained from daily data. 2.Annualized. 3.Loans include loans held for sale, loan premiums and unearned fees. 4.Interest income includes reductions for amortization of loan and investment securities premiums and earnings from accretion of discounts and loan fees. 5.Purchased loans include loans, loan discounts and unearned fees related to the FDIC Loan Purchase. 6.Margin lending is the significant component of the asset titled customer, broker-dealer and clearing receivables on the unaudited Condensed Consolidated Balance Sheets. 7.Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate paid on interest-bearing liabilities. 8.Net interest margin represents annualized net interest income as a percentage of average interest-earning assets.

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	For the Nine Months Ended
	March 31, 2026						March 31, 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	$	23,199,326	$	1,361,048	7.82	%	$	19,618,514	$	1,243,874	8.45	%
Non-purchased loans	22,446,687		1,264,949		7.51	%	18,646,651		1,119,690		8.01	%
Purchased loans5	752,639		96,099		17.02	%	971,863		124,184		17.04	%
Interest-earning deposits in other financial institutions	1,958,009		59,679		4.06	%	2,837,573		104,420		4.91	%
Mortgage-backed and other securities4	426,811		13,311		4.16	%	120,409		4,539		5.03	%
Securities borrowed and margin lending6	416,618		21,750		6.96	%	344,053		18,793		7.28	%
Stock of the regulatory agencies	31,542		2,034		8.60	%	26,043		1,426		7.30	%
Total interest-earning assets	26,032,306		1,457,822		7.47	%	22,946,592		1,373,052		7.98	%
Non-interest-earning assets	1,200,718						760,495
Total assets	$	27,233,024					$	23,707,087
Liabilities and Stockholders’ Equity:
Interest-bearing demand and savings	$	18,013,499	$	457,967	3.39	%	$	16,146,543	$	484,330	4.00	%
Time deposits	1,006,731		30,461		4.03	%	864,165		26,492		4.09	%
Securities loaned	150,921		756		0.67	%	114,780		1,353		1.57	%
Advances from the FHLB	255,909		7,392		3.85	%	79,162		1,342		2.26	%
Secured financings	473,447		15,874		4.47	%	—		—		—	%
Borrowings, subordinated notes and debentures	370,282		16,352		5.89	%	325,006		11,924		4.89	%
Total interest-bearing liabilities	20,270,789		528,802		3.48	%	17,529,656		525,441		4.00	%
Non-interest-bearing demand deposits	3,268,382						2,971,989
Other non-interest-bearing liabilities	749,528						747,362
Stockholders’ equity	2,944,325						2,458,080
Total liabilities and stockholders’ equity	$	27,233,024					$	23,707,087
Net interest income			$	929,020					$	847,611
Interest rate spread7					3.99	%					3.98	%
Net interest margin8					4.76	%					4.93	%
1.Average balances are obtained from daily data. 2.Annualized. 3.Loans include loans held for sale, loan premiums and unearned fees. 4.Interest income includes reductions for amortization of loan and investment securities premiums and earnings from accretion of discounts and loan fees. 5.Margin lending is the significant component of the asset titled customer, broker-dealer and clearing receivables on the unaudited Condensed Consolidated Balance Sheets. 6.Purchased loans include loans, loan discounts and unearned fees related to the FDIC Loan Purchase 7.Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate paid on interest-bearing liabilities. 8.Net interest margin represents annualized net interest income as a percentage of average interest-earning assets.

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

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


	For the Three Months Ended						For the Nine Months Ended
	March 31,						March 31,
	2026 vs 2025						2026 vs 2025
	Increase (Decrease) Due to						Increase (Decrease) Due to
(Dollars in thousands)	Volume		Rate		Total Increase (Decrease)		Volume		Rate		Total Increase (Decrease)
Increase (decrease) in interest income:
Loans	$	91,526	$	(32,916)	$	58,610	$	214,818	$	(97,644)	$	117,174
Non-purchased loans	102,679		(28,685)		73,994		242,757		(97,498)		145,259
Purchased loans1	(11,153)		(4,231)		(15,384)		(27,939)		(146)		(28,085)
Interest-earning deposits in other financial institutions	(18,047)		(3,948)		(21,995)		(28,708)		(16,033)		(44,741)
Mortgage-backed and other securities	7,338		(82)		7,256		9,685		(913)		8,772
Securities borrowed and margin lending	554		602		1,156		3,813		(856)		2,957
Stock of the regulatory agencies	117		375		492		330		278		608
Total increase (decrease) in interest income	$	81,488	$	(35,969)	$	45,519	$	199,938	$	(115,168)	$	84,770
Increase (decrease) in interest expense:
Interest-bearing demand and savings	$	19,055	$	(19,831)	$	(776)	$	52,325	$	(78,688)	$	(26,363)
Time deposits	47		(235)		(188)		4,359		(390)		3,969
Securities loaned	5		(136)		(131)		338		(935)		(597)
Advances from the FHLB	5,858		602		6,460		4,600		1,450		6,050
Secured financings	7,557		—		7,557		15,874		—		15,874
Borrowings, subordinated notes and debentures	442		1,358		1,800		1,794		2,634		4,428
Total increase (decrease) in interest expense	$	32,964	$	(18,242)	$	14,722	$	79,290	$	(75,929)	$	3,361

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

Net Interest Income

For the three months ended March 31, 2026, net interest income totaled $306.3 million, an increase of $30.8 million, or 11.2%, compared to net interest income of $275.5 million for the three months ended March 31, 2025. For the three months ended March 31, 2026, net interest margin decreased by 21 basis points to 4.57%, compared to the net interest margin of 4.78% for the three months ended March 31, 2025.

For the three months ended March 31, 2026, total interest and dividend income increased 10.5% from the three months ended March 31, 2025, primarily due to an increase in interest earned on loans, primarily reflecting higher average balances, partially offset by a $22.0 million decrease in interest income on deposits in other financial institutions, primarily driven by lower average balances and lower rates earned.

For the three months ended March 31, 2026, total interest expense increased 9.4% from the three months ended March 31, 2025, primarily due to an increase in interest expense on secured financings, attributable to the Verdant acquisition, and other borrowings, as well as an increase in interest expense on advances from the FHLB.

For the nine months ended March 31, 2026, net interest income totaled $929.0 million, an increase of $81.4 million, or 9.6%, compared to net interest income of $847.6 million for the nine months ended March 31, 2025. For the nine months ended March 31, 2026, net interest margin decreased by 17 basis points to 4.76%, compared to the net interest margin of 4.93% for the nine months ended March 31, 2025.

For the nine months ended March 31, 2026, total interest and dividend income increased 6.2% from the nine months ended March 31, 2025, primarily due to an increase in interest income on loans, primarily reflecting higher average loan balances, partially offset by lower rates earned. This increase in interest and dividend income was partially offset by a $44.7 million decrease in interest income on interest-earning deposits at other financial institutions primarily driven by lower average balances and lower rates earned.

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For the nine months ended March 31, 2026, total interest expense increased 0.6% from the nine months ended March 31, 2025, primarily due to an increase in interest expense on secured financings, attributable to the Verdant acquisition, and other borrowings, as well as an increase in interest expense on advances from the FHLB. These increases were partially offset by a decrease in interest expense on demand and savings deposits.

Provision for Credit Losses

The provision for credit losses was $41.0 million and $83.3 million for the three and nine months ended March 31, 2026, respectively, compared to $14.5 million and $40.7 million, respectively, for the three and nine months ended March 31, 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 $38.8 million and $76.3 million for the three and nine months ended March 31, 2026, respectively, and for the three months ended March 31, 2026, reflected loan growth primarily in the Commercial & Industrial - Non-RE and Commercial Real Estate portfolios, an increase in specific reserves primarily related to one Commercial & Industrial - Non-RE portfolio loan with unique credit risk characteristics, as well as changes to the quantitative allowance for credit losses model inputs, including geopolitical events impacting macroeconomic factors and forecasted interest rates. For the nine months ended March 31, 2026, the provision for credit losses was also impacted by the Verdant acquisition, which resulted in a post-acquisition provision for credit losses on the loans and leases acquired.

The provision for credit losses for unfunded lending commitments of $2.2 million and $7.0 million for the three and nine months ended March 31, 2026, respectively, was primarily driven by unfunded lending commitment growth, primarily in the Commercial Real Estate and Commercial & Industrial - Non-RE portfolios. Provisions for credit losses are charged to income to bring the allowance for credit losses for loans and unfunded lending commitments to a level deemed appropriate by management based on the factors discussed under the heading “Financial Condition—Asset Quality and Allowance for Credit Losses - Loans.”

Non-Interest Income

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


	For the Three Months Ended						For the Nine Months Ended
	March 31,						March 31,
(Dollars in thousands)	2026		2025		Inc (Dec)		2026		2025		Inc (Dec)
Broker-dealer fee income	$	11,850	$	12,121	$	(271)	$	33,943	$	34,220	$	(277)
Advisory fee income	9,404		8,120		1,284		26,758		24,047		2,711
Banking and service fees	60,516		10,254		50,262		103,068		28,680		74,388
Mortgage banking and servicing rights income	3,704		1,499		2,205		5,743		152		5,591
Prepayment penalty fee income	514		1,379		(865)		2,194		2,682		(488)

Total non-interest income	$	85,988	$	33,373	$	52,615	$	171,706	$	89,781	$	81,925

For the three months ended March 31, 2026, non-interest income increased by $52.6 million, or 157.7%, and for the nine months ended March 31, 2026, non-interest income increased by $81.9 million, or 91.2%. The increases were primarily due to an increase in banking and servicing fee income, mainly attributable to:

•A $22.0 million legal settlement in our favor reached in March 2026; and

•Operating lease rental and other income from the Verdant acquisition.

For the three months ended March 31, 2026, the increase in mortgage banking and servicing income reflected a favorable servicing rights fair value adjustment.

Additionally, for the nine months ended March 31, 2026, the increase in mortgage banking and servicing rights income also reflected the absence of losses on certain loan sales in the prior year period.

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Non-Interest Expense

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


	For the Three Months Ended						For the Nine Months Ended
	March 31,						March 31,
(Dollars in thousands)	2026		2025		Inc (Dec)		2026		2025		Inc (Dec)
Salaries and related costs	$	81,571	$	74,677	$	6,894	$	240,380	$	223,067	$	17,313
Data and operational processing	23,112		21,776		1,336		66,994		60,075		6,919
Depreciation and amortization	22,267		6,847		15,420		53,813		21,328		32,485
Advertising and promotional	13,158		11,437		1,721		38,067		36,735		1,332
Professional services	10,858		8,243		2,615		33,484		27,210		6,274
Occupancy and equipment	5,768		4,645		1,123		15,579		13,169		2,410
FDIC and regulatory fees	8,324		7,620		704		20,692		20,568		124
Broker-dealer clearing charges	4,526		4,177		349		13,011		12,783		228
General and administrative expense	16,369		6,839		9,530		44,753		24,111		20,642
Total non-interest expense	$	185,953	$	146,261	$	39,692	$	526,773	$	439,046	$	87,727

For the three months ended March 31, 2026, non-interest expense increased $39.7 million, or 27.1%, primarily due to increases of:

•$15.4 million in depreciation and amortization primarily due to depreciation on equipment under operating leases following the Verdant acquisition;

•$9.5 million in general and administrative expenses primarily reflecting higher loan and lease servicing expenses following the Verdant acquisition and the absence of a payment in the prior year period of a legal judgment at an amount less than previously accrued; and

•$6.9 million in salaries and related costs primarily due to increased headcount and salaries, including as a result of the Verdant acquisition.

For the nine months ended March 31, 2026, non-interest expense increased $87.7 million, or 20.0%, primarily due to increases of:

•$32.5 million in depreciation and amortization primarily due to depreciation on equipment under operating leases following the Verdant acquisition;

•$20.6 million in general and administrative expenses primarily reflecting a $7.0 million accrual in the current period for developments in an ongoing matter related to the Company’s acquisition of COR Securities in fiscal year 2019, higher loan and lease servicing expenses following the Verdant acquisition and the absence of a payment in the prior year period of a legal judgment at an amount less than previously accrued; and

•$17.3 million in salaries and related costs primarily due to increased headcount and salaries, including as a result of the Verdant acquisition.

Provision for Income Taxes

Income tax expense was $40.6 million and $125.3 million for the three and nine months ended March 31, 2026, respectively, compared to $42.9 million and $135.4 million for the three and nine months ended March 31, 2025. Our effective income tax rates for the three months ended March 31, 2026 and 2025 were 24.57% and 28.95%, respectively. Our effective income tax rates for the nine months ended March 31, 2026 and 2025 were 25.53% and 29.58%, respectively. The decrease in the effective income tax rate for the three and nine months ended March 31, 2026 reflects, in part, a change in the State of California income tax law effective beginning with the Company’s 2026 fiscal year, the benefit from RSU vestings, and the effective income tax rate benefit derived from certain tax credits in the three months ended March 31, 2026.

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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 March 31, 2026
(Dollars in thousands)	Banking Business Segment		Securities Business Segment		Corporate/Eliminations		Axos Consolidated
Net interest income	$	303,445	$	7,860	$	(5,044)	$	306,261
Provision for credit losses	41,000		—		—		41,000
Non-interest income	64,090		30,529		(8,631)		85,988
Non-interest expense	152,677		29,516		3,760		185,953
Income before income taxes	$	173,858	$	8,873	$	(17,435)	$	165,296

	For the Three Months Ended March 31, 2025
(Dollars in thousands)	Banking Business Segment		Securities Business Segment		Corporate/Eliminations		Axos Consolidated
Net interest income	$	272,260	$	6,942	$	(3,738)	$	275,464
Provision for credit losses	14,500		—		—		14,500
Non-interest income	12,666		30,611		(9,904)		33,373
Non-interest expense	118,325		28,416		(480)		146,261
Income before income taxes	$	152,101	$	9,137	$	(13,162)	$	148,076

	For the Nine Months Ended March 31, 2026
(Dollars in thousands)	Banking Business Segment		Securities Business Segment		Corporate/Eliminations		Axos Consolidated
Net interest income	$	919,144	$	24,696	$	(14,820)	$	929,020
Provision for credit losses	83,255		—		—		83,255
Non-interest income	109,277		90,157		(27,728)		171,706
Non-interest expense	430,707		87,985		8,081		526,773
Income before income taxes	$	514,459	$	26,868	$	(50,629)	$	490,698

	For the Nine Months Ended March 31, 2025
(Dollars in thousands)	Banking Business Segment		Securities Business Segment		Corporate/Eliminations		Axos Consolidated
Net interest income	$	837,472	$	21,216	$	(11,077)	$	847,611
Provision for credit losses	40,748		—		—		40,748
Non-interest income	24,204		89,517		(23,940)		89,781
Non-interest expense	351,176		84,685		3,185		439,046
Income before income taxes	$	469,752	$	26,048	$	(38,202)	$	457,598

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Banking Business Segment

For the three and nine months ended March 31, 2026, the Banking Business Segment had income before income taxes of $173.9 million and $514.5 million, respectively, compared to income before income taxes of $152.1 million and $469.8 million, respectively, for the three and nine months ended March 31, 2025.

For the three and nine months ended March 31, 2026, the Banking Business Segment’s net interest income increased $31.2 million, or 11.5%, and $81.7 million, or 9.8%, respectively, compared to net interest income for the three and nine months ended March 31, 2025. The increase in net interest income was primarily due to an increase in interest earned on loans, reflecting higher average balances, partially offset by a decrease in interest income on deposits in other financial institutions, primarily driven by lower average balances and lower rates earned. These increases were partially offset by an increase in interest expense, primarily on secured financings, attributable to the Verdant acquisition, as well as higher interest expense on advances from the FHLB.

For the three and nine months ended March 31, 2026, the Banking Business Segment’s non-interest income increased $51.4 million and $85.1 million, respectively, compared to non-interest income for the three and nine months ended March 31, 2025. The increase in non-interest income for the three and nine months ended March 31, 2026 was primarily due to a $22.0 million legal settlement in our favor reached in March 2026, and higher banking and servicing fee income, mainly attributable to the Verdant acquisition and commercial office complex operating lease rental income.

For the three and nine months ended March 31, 2026, the Banking Business Segment’s non-interest expense increased $34.4 million, or 29.0%, and $79.5 million, or 22.6%, respectively, compared to non-interest expense for the three and nine months ended March 31, 2025. The increase in non-interest expense for the three and nine months ended March 31, 2026 reflected higher depreciation and amortization expense, mainly as a result of the Verdant acquisition, and an increase in salaries and related costs, including as a result of the Verdant acquisition.

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


	For the Three Months Ended March 31,				For the Nine Months Ended March 31,
	2026		2025		2026		2025
Efficiency ratio	41.54	%	41.53	%	41.88	%	40.75	%
Return on average assets	1.87	%	1.97	%	1.89	%	2.01	%
Interest rate spread	3.96	%	3.98	%	4.06	%	4.04	%
Net interest margin	4.62	%	4.83	%	4.81	%	4.97	%

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

Securities Business Segment

For the three and nine months ended March 31, 2026, our Securities Business Segment had income before income taxes of $8.9 million and $26.9 million, respectively, compared to income before income taxes of $9.1 million and $26.0 million, respectively, for the three and nine months ended March 31, 2025.

For the three and nine months ended March 31, 2026, net interest income increased $0.9 million, or 13.2%, and $3.5 million, or 16.4%, respectively, compared to net interest income for the three and nine months ended March 31, 2025. The increases for the three and nine months ended March 31, 2026 were primarily attributable to higher broker-dealer interest income on increased stock lending activity and higher average balances.

For the three and nine months ended March 31, 2026, non-interest income decreased $0.1 million, or 0.3%, and increased $0.6 million, or 0.7%, respectively, compared to the three and nine months ended March 31, 2025. For the three months ended March 31, 2026, lower broker dealer fee income was partially offset by higher advisory fee income. For the nine months ended March 31, 2026, higher advisory fee income was partially offset by lower broker dealer fee income.

For the three and nine months ended March 31, 2026, non-interest expense increased $1.1 million or 3.9%, and $3.3 million, or 3.9%, respectively, compared to the three and nine months ended March 31, 2025. The increases primarily reflected higher data and operational processing and occupancy and equipment expenses.

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The following table provides selected information for Axos Clearing:


(Dollars in thousands)	March 31, 2026		June 30, 2025

FDIC insured deposit program balances at banks	$	1,563,110	$	1,444,830
Margin balances	$	303,884	$	229,387
Cash reserves for the benefit of customers	$	83,645	$	146,835





Securities lending:
Interest-earning assets – securities borrowed	$	133,015	$	139,396
Interest-bearing liabilities – securities loaned	$	148,668	$	139,426

FINANCIAL CONDITION

Balance Sheet Analysis

Our total assets increased $4.5 billion, or 18.0%, to $29.2 billion at March 31, 2026, from $24.8 billion at June 30, 2025, primarily attributable to an increase in loans and available-for-sale securities, partially offset by lower cash and cash equivalents. Our total liabilities increased $4.1 billion, or 18.5%, to $26.2 billion at March 31, 2026 from $22.1 billion at June 30, 2025, primarily attributable to higher advances from the FHLB and higher deposit balances, as well as secured financings assumed as part of the Verdant acquisition.

Loans and Allowance for Credit Losses - Loans

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


	March 31, 2026				June 30, 2025
(Dollars in thousands)	Amount		Percent		Amount		Percent
Single Family - Mortgage & Warehouse	$	4,704,482	18.5	%	$	4,395,278	20.4	%
Multifamily and Commercial Mortgage	2,473,842		9.7	%	2,940,739		13.6	%
Commercial Real Estate	8,722,536		34.2	%	6,937,187		32.2	%
Commercial & Industrial - Non-RE	8,952,382		35.1	%	6,795,497		31.6	%
Auto & Consumer	617,305		2.5	%	482,996		2.2	%


Total gross loans	25,470,547		100.0	%	21,551,697		100.0	%
Allowance for credit losses - loans	(346,702)				(290,049)
Unaccreted discounts and loan fees	(166,309)				(212,038)
Total net loans	$	24,957,536			$	21,049,610

Management establishes an allowance for credit losses based upon its evaluation of the expected lifetime credit losses related to the amortized cost basis of loans on the balance sheet. The net charge-off rate for the three months ended March 31, 2026 was 0.31%, compared to 0.09% for the three months ended March 31, 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 and nine months ended March 31, 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.

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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 March 31, 2026 and June 30, 2025, see Note 5—“Loans & Allowance for Credit Losses” in the accompanying interim condensed consolidated financial statements. Non-performing assets include nonaccrual loans plus other real estate owned and repossessed vehicles.

Non-performing assets consisted of the following:


(Dollars in thousands)	March 31, 2026			June 30, 2025			Increase (Decrease)
Non-performing assets:
Nonaccrual loans:
Single Family - Mortgage & Warehouse	$	57,211		$	44,196		$	13,015
Multifamily and Commercial Mortgage	7,312			33,037			(25,725)
Commercial Real Estate	14,723			29,223			(14,500)
Commercial & Industrial - Non-RE	98,135			61,804			36,331
Auto & Consumer	3,055			2,126			929


Total nonaccrual loans	$	180,436		$	170,386		$	10,050
Foreclosed real estate	—			4,535			(4,535)
Repossessed vehicles—Autos	676			505			171
Total non-performing assets	$	181,112		$	175,426		$	5,686
Total nonaccrual loans as a percentage of total loans	0.71		%	0.79		%	(0.08)		%
Total non-performing assets as a percentage of total assets	0.62		%	0.71		%	(0.09)		%

Our non-performing assets increased to $181.1 million at March 31, 2026 from $175.4 million compared to June 30, 2025, as increases in the Commercial & Industrial - Non-RE and Single Family - Mortgage & Warehouse portfolios, were partially offset by a decrease in the Multifamily and Commercial Mortgage & Commercial Real Estate portfolios. Non-performing assets as a percentage of total assets decreased to 0.62% at March 31, 2026 from 0.71% at June 30, 2025.

Available-for-Sale Securities

Total available-for-sale securities were $801.4 million as of March 31, 2026, compared with $66.0 million at June 30, 2025. During the nine months ended March 31, 2026, we purchased $758.8 million of securities and we received principal repayments of $16.7 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 $1.6 billion, or 7.5%, to $22.4 billion at March 31, 2026, from $20.8 billion at June 30, 2025. As of March 31, 2026 compared with June 30, 2025, interest-bearing demand and savings increased $1,665.3 million, non-interest-bearing deposits increased by $348.9 million and time deposits decreased $455.5 million.

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


(Dollars in thousands)	March 31, 2026		June 30, 2025
Non-interest-bearing	$	3,389,551	$	3,040,696




Interest-bearing demand and savings	$	18,325,548	$	16,660,290



Time deposits	673,036		1,128,557
Total interest bearing	$	18,998,584	$	17,788,847
Total deposits1	$	22,388,135	$	20,829,543

1 Total deposits includes brokered deposits of $1,992.6 million and $1,801.1 million as of March 31, 2026 and June 30, 2025, respectively, which include brokered time deposits of $277.0 million and $700.0 million as of March 31, 2026 and June 30, 2025, respectively.

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


	March 31, 2026	June 30, 2025	March 31, 2025
Non-interest-bearing	55,003	50,967	49,687
Interest-bearing checking and savings accounts	576,018	546,678	533,788
Time deposits	2,334	2,956	3,160
Total number of deposit accounts	633,355	600,601	586,635

Total deposits that exceeded the FDIC insurance limit or were not collateralized at March 31, 2026 and June 30, 2025 were $3.6 billion and $2.6 billion, respectively. The maturities of non-collateralized time deposits that exceeded the FDIC insurance limit were as follows:


(Dollars in thousands)	March 31, 2026
3 months or less	$	5,452
3 months to 6 months	2,474
6 months to 12 months	4,509
Over 12 months	1,356
Total	$	13,791

Borrowings and Secured Financings

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


	March 31, 2026					June 30, 2025					March 31, 2025
(Dollars in thousands)	Balance			Weighted Average Rate		Balance			Weighted Average Rate		Balance			Weighted Average Rate

FHLB Advances	$	1,805,000		3.92	%	$	60,000		2.07	%	$	60,000		2.07	%
Secured financings	634,452			5.53	%	—			—	%	—			—	%
Borrowings, subordinated notes and debentures	378,065			5.72	%	312,671			4.55	%	377,427			4.75	%
Total borrowings	$	2,817,517		4.52	%	$	372,671		4.15	%	$	437,427		4.38	%

Weighted average cost of total borrowings during the quarter	4.72		%			4.66		%			4.33		%
Total borrowings as a percent of total assets	9.63		%			1.50		%			1.82		%

We regularly use advances from the FHLB to manage our interest rate risk and, to a lesser extent, manage our liquidity position. Generally, FHLB advances with terms between three and ten years have been used to fund the origination of loans and to provide us with interest rate risk protection should rates rise. During the three months ended March 31, 2026, the Company reduced certain higher-cost savings and time deposits in anticipation of the closing of the Jenius Bank deposit acquisition and temporarily replaced such funding with overnight FHLB advances. For additional information on the Jenius Bank deposit acquisition, see “Mergers and Acquisitions” herein.

On September 19, 2025, the Company completed the issuance of $200 million aggregate principal amount of the Company’s 2035 Notes, and on October 1, 2025, the Company completed the redemption of the $160.5 million aggregate principal amount outstanding of its 2030 Notes. For additional information see Note 12—“Borrowings, Subordinated Notes and Debentures” in the accompanying interim condensed consolidated financial statements.

Stockholders’ Equity

Stockholders’ equity increased $384.5 million to $3,065.2 million at March 31, 2026, compared to $2,680.7 million at June 30, 2025. The increase was primarily the result of net income for the nine months ended March 31, 2026 of $365.4 million.

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LIQUIDITY

Cash flow information is as follows:


	For the Nine Months Ended
	March 31,
(Dollars in thousands)	2026		2025
Operating Activities	$	264,568	$	306,979
Investing Activities	$	(4,298,206)	$	(992,292)
Financing Activities	$	3,208,568	$	757,231

During the nine months ended March 31, 2026, we had net cash inflows from operating activities of $264.6 million compared to inflows of $307.0 million for the nine months ended March 31, 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 $4,298.2 million for the nine months ended March 31, 2026, while outflows totaled $992.3 million for the nine months ended March 31, 2025. The increase in outflows was primarily due to a higher net change in loans held for investment and higher cash outflows for the purchase of available-for-sale securities in the nine months ended March 31, 2026 as compared to the nine months ended March 31, 2025, and the Verdant acquisition in the nine months ended March 31, 2026.

Net cash inflows from financing activities totaled $3,208.6 million for the nine months ended March 31, 2026, compared to net cash inflows from financing activities of $757.2 million for the nine months ended March 31, 2025. The increase in net cash inflows from financing was primarily driven by higher net proceeds from proceeds of advances from the FHLB and a higher net increase in deposits during the nine months ended March 31, 2026.

As of March 31, 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 March 31, 2026, the Company had $1,121.0 million available immediately and $6,295.8 million available with additional collateral and the Company had $3,812.6 million of loans and $400.1 million of securities pledged to the FHLB. At March 31, 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 March 31, 2026, the Bank did not have any borrowings outstanding and the amount available from this source was $9,826.5 million. Borrowings are collateralized by pledging commercial loans and consumer loans. At March 31, 2026, the Bank had $11,473.0 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 March 31, 2026, there was $28.0 million amount outstanding on this credit facility. This credit facility bears interest at rates based on the Federal Funds rate and is due upon demand.

Axos Clearing has a $95.0 million third-party unsecured line of credit available for limited purpose borrowing. As of March 31, 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.

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 March 31, 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 12—“Borrowings, Subordinated Notes and Debentures,” Note 13—“Other Assets” and Note 14— “Variable Interest Entities” in the accompanying interim condensed consolidated financial statements and refer to Note 11—“Deposits,” Note 12—“Advances from the Federal Home Loan Bank” and Note 13—“Borrowings, Subordinated Notes and Debentures” in the 2025 Form 10-K.

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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.

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 March 31, 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 March 31, 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.

The Company and Bank both elected the five-year current expected credit losses (“CECL”) transition guidance for calculating regulatory capital and ratios, which allowed an entity to add back to regulatory capital the impact of the CECL adoption, subject to the five-year phase out. The phase out ended in fiscal year 2025 and the regulatory capital figures presented as of March 31, 2026 no longer reflect this adjustment.

The Company’s and Bank’s capital ratios and requirements were as follows:


	Axos Financial, Inc.						Axos Bank						“Well Capitalized” Ratio		Minimum Capital Ratio
(Dollars in thousands)	March 31, 2026			June 30, 2025			March 31, 2026			June 30, 2025
Regulatory Capital:
Tier 1	$	2,849,673		$	2,554,071		$	2,544,334		$	2,360,284
Common equity tier 1	$	2,849,673		$	2,554,071		$	2,544,334		$	2,360,284
Total capital	$	3,503,795		$	3,117,763		$	2,830,610		$	2,603,589

Assets:
Average adjusted	$	28,023,989		$	23,813,242		$	27,089,479		$	23,077,089
Total risk-weighted	$	24,460,247		$	20,404,204		$	23,344,805		$	19,003,094

Regulatory Capital Ratios:
Tier 1 leverage (to adjusted average assets)	10.17		%	10.73		%	9.39		%	10.23		%	5.00	%	4.00	%
Common equity tier 1 capital (to risk-weighted assets)	11.65		%	12.52		%	10.90		%	12.42		%	6.50	%	4.50	%
Tier 1 capital (to risk-weighted assets)	11.65		%	12.52		%	10.90		%	12.42		%	8.00	%	6.00	%
Total capital (to risk-weighted assets)	14.32		%	15.28		%	12.13		%	13.70		%	10.00	%	8.00	%

Basel III requires all banking organizations to maintain a capital conservation buffer above the minimum risk-based capital requirements in order to avoid certain limitations on capital distributions, stock repurchases and discretionary bonus payments to executive officers. The capital conservation buffer is exclusively composed of common equity tier 1 capital, and it applies to each of the three risk-based capital ratios but not the leverage ratio. At March 31, 2026 and June 30, 2025, our Company and Bank were in compliance with the capital conservation buffer requirement, which sets the common equity tier 1 risk-based, tier 1 risk-based and total risk-based capital ratio minimums to 7.0%, 8.5% and 10.5%, respectively.

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Securities Business

Pursuant to the net capital requirements of the Exchange Act, Axos Clearing is subject to the SEC Uniform Net Capital (Rule 15c3-1 of the Exchange Act). Under this rule, the Company has elected to operate under the alternate method and is required to maintain minimum net capital of $250,000 or 2% of aggregate debit balances arising from client transactions, as defined. Under the alternate method, the Company may not repay subordinated debt, pay cash distributions, or make any unsecured advances or loans to its parent or employees if such payment would result in net capital of less than 5% of aggregate debit balances or less than 120% of its minimum dollar requirement. As part of its capital management, Axos Clearing may make distributions to the Company from time to time.

The net capital position of Axos Clearing was as follows:


(Dollars in thousands)	March 31, 2026			June 30, 2025
Net capital	$	103,752		$	86,996
Excess Capital	$	97,249		$	81,834

Net capital as a percentage of aggregate debit items	31.91		%	33.71		%
Net capital in excess of 5% aggregate debit items	$	87,495		$	74,091

Axos Clearing, as a clearing broker, is subject to the SEC Customer Protection Rule (Rule 15c3-3 of the Exchange Act) which requires segregation of funds in a special reserve account for the exclusive benefit of customers (“Customer Reserve Bank Account”) and proprietary accounts of brokers (“PAB Reserve Account”). As of March 31, 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 2025 Form 10-K.

We measure interest rate sensitivity as the difference between amounts of interest-earning assets and interest-bearing liabilities that mature or contractually re-price within a given period of time. The difference, or the interest rate sensitivity gap, provides an indication of the extent to which an institution’s interest rate spread will be affected by changes in interest rates. A gap is considered positive when the amount of interest rate sensitive assets exceeds the amount of interest rate sensitive liabilities and negative when the amount of interest rate sensitive liabilities exceeds the amount of interest rate sensitive assets.

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

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Banking Business Segment

The following table sets forth the amounts of interest earning assets and interest bearing liabilities that were outstanding at March 31, 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
	March 31, 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	$	1,171,902		$	—		$	—		$	—		$	1,171,902
Available-for-sale securities1	25,535			4,473			517,347			254,084			801,439
Stock of the FHLB, at cost	61,513			—			—			—			61,513
Loans2	17,967,469			2,235,244			4,335,897			418,926			24,957,536
Loans held for sale	23,964			—			—			—			23,964
Total interest-earning assets	19,250,383			2,239,717			4,853,244			673,010			27,016,354
Non-interest-earning assets	—			—			—			—			1,330,034
Total assets	$	19,250,383		$	2,239,717		$	4,853,244		$	673,010		$	28,346,388
Interest-bearing liabilities:
Interest-bearing deposits3	$	19,042,241		$	56,277		$	123,760		$	—		$	19,222,278

Advances from the FHLB	1,745,000			—			60,000			—			1,805,000
Secured financings	118,741			100,352			412,938			2,421			634,452
Total interest-bearing liabilities	20,905,982			156,629			596,698			2,421			21,661,730
Other non-interest-bearing liabilities	—			—			—			—			3,837,622
Stockholders’ equity	—			—			—			—			2,847,036
Total liabilities and equity	$	20,905,982		$	156,629		$	596,698		$	2,421		$	28,346,388
Net interest rate sensitivity gap	$	(1,655,599)		$	2,083,088		$	4,256,546		$	670,589		$	5,354,624
Cumulative gap	$	(1,655,599)		$	427,489		$	4,684,035		$	5,354,624		$	5,354,624
Net interest rate sensitivity gap—as a % of total interest earning assets	(6.13)		%	7.71		%	15.76		%	2.48		%	19.82		%
Cumulative gap—as % of total cumulative interest earning assets	(6.13)		%	1.58		%	17.34		%	19.82		%	19.82		%

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 March 31, 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 March 31, 2026
	First 12 Months		Next 12 Months
(Dollars in thousands)	Percentage Change from Base		Percentage Change from Base
Up 200 basis points	5.2	%	10.9	%
Up 100 basis points	2.4	%	5.3	%

Down 100 basis points	(0.9)	%	(5.3)	%
Down 200 basis points	0.4	%	(9.5)	%

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 March 31, 2026
(Dollars in thousands)	Percentage Change from Base

Up 200 basis points	3.5	%
Up 100 basis points	2.3	%

Down 100 basis points	(3.2)	%
Down 200 basis points	(6.5)	%

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. In addition, there were no changes in the Company’s internal control over financial reporting during the quarter ended March 31, 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 2025 Form 10-K. We encourage you to read these factors in their entirety. Moreover, other factors may also exist that we cannot anticipate or that we currently do not consider to be significant based on information that is currently available.

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

The table below sets forth our market repurchases of Axos common stock and the Axos common stock retained in connection with net settlement of RSU awards during the three months ended March 31, 2026.


(Dollars in thousands, except per share data)	Number of Shares Purchased	Average Price Paid Per Shares		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar value of Shares that May Yet be Purchased Under the Plans or Programs
Stock Repurchases1
Quarter Ended March 31, 2026
January 1, 2026 to January 31, 2026	—	$	—	—	$	148,071
February 1, 2026 to February 28, 2026	—	—		—	148,071
March 1, 2026 to March 31, 2026	—	—		—	148,071
For the Three Months Ended March 31, 2026	—	$	—	—	$	148,071

Stock Retained in Net Settlement2
January 1, 2026 to January 31, 2026	422
February 1, 2026 to February 28, 2026	739
March 1, 2026 to March 31, 2026	98,308
For the Three Months Ended March 31, 2026	99,469

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 March 31, 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

10.1	Deposit Purchase Agreement	Exhibit 99.1 to the Current Report on Form 8-K filed on February 12, 2026

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:

April 30, 2026

By:

/s/ Gregory Garrabrants

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

Dated:

April 30, 2026

By:

/s/ Derrick K. Walsh

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

Axos Financial - 10-Q quarterly report FY2026 Q3

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