8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

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

Axos Financial, Inc.

(Exact name of registrant as specified in its charter)

9205 West Russell Road, Ste 400

Las Vegas, NV 89148

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (858) 649-2218

Not Applicable

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

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

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

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

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

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

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

☐                                    Emerging growth company

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

Item 8.01 Other Events.

On September 19, 2025, Axos Bank, the banking subsidiary of Axos Financial, Inc. (the “Company” or the “Registrant”), signed an agreement to acquire a 100% membership interest in Verdant Commercial Capital, LLC (“Verdant” or “VCC”) for an initial projected purchase price of $43.5 million, including a $4 million premium to book value. The purchase price will be paid in cash at closing, which is expected to occur on September 30, 2025. As of August 31, 2025, Verdant had approximately $1.1 billion of loans and leases on its balance sheet, including approximately $750 million of on-balance sheet securitizations and $350 million of loans and leases.

A press release announcing the transaction was issued on September 22, 2025, and a copy of the press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1. For additional information regarding the transaction, please see the investor presentation on the Registrant’s website, http://investors.axosfinancial.com.

This Form 8-K and the information included in the press release shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended (“Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Registrant that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Registrant or any of its affiliates.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

SIGNATURE

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

Document

Axos Bank Announces Acquisition of Verdant Commercial Capital

Adds Nationwide Commercial Lending Vertical

SAN DIEGO, CA – (BUSINESS WIRE) – September 22, 2025 – Axos Bank (“Axos” or the “Company”), the banking subsidiary of Axos Financial, Inc. (NYSE: AX), announced today the acquisition of 100% of the membership interests in Verdant Commercial Capital, LLC (“Verdant” or “VCC”), an independent equipment leasing company with approximately $1.1 billion of loans and leases on its balance sheet at August 31, 2025, including approximately $750 million of on-balance sheet securitizations and $350 million of loans and leases.

Verdant originates small to mid-ticket leases between $50,000 and $5 million nationwide in six specialized industry verticals. Verdant offers a full suite of products, including equipment finance leases, conditional sale leases, fair market value (FMV) leases, and terminal rental adjustment clause (TRAC) leases.

“This acquisition provides us with more scale and enhances our existing equipment leasing business with good risk-adjusted returns,” stated Greg Garrabrants, President and CEO of Axos Financial, Inc. “We like Verdant’s specialization in vendor-based equipment leasing and believe we can scale this business profitably. Additionally, we see opportunities to cross-sell commercial deposits and floorplan lending to manufacturers and dealers in several industry verticals such as specialty vehicles, golf, sports and entertainment. After replacing their high-cost funding with our lower-cost deposit funding and growing new originations, we expect the transaction to be accretive to earnings per share by approximately 2%-3% in fiscal 2026 and 5%-6% in fiscal 2027.”

Axos will pay a 10% premium on Verdant’s book value at closing. The projected initial purchase price of $43.5 million, including a $4 million premium to book value, will be paid in cash at closing. The seller can earn incremental performance-based cash considerations over a four-year period after close if VCC generates a return on equity (“ROE”) above 15%. The total earn-out is capped at $50 million.

Axos and the seller signed a member interest purchase agreement on September 19, 2025. Keefe, Bruyette, and Woods, a Stifel Company (NYSE: SF), acted as the exclusive financial advisor to Verdant in the transaction. The Company expects to close the transaction on September 30, 2025.

About Axos Financial, Inc. and Subsidiaries

Axos Financial, Inc., with approximately $24.8 billion in consolidated assets as of June 30, 2025, is the holding company for Axos Bank, Axos Clearing LLC and Axos Invest, Inc. Axos Bank provides consumer and business banking products nationwide through its low-cost distribution channels and affinity partners. Axos Clearing LLC (including its business division Axos Advisor Services), with approximately $39.4 billion of assets under custody and/or administration as of June 30, 2025, and Axos Invest, Inc., provide comprehensive securities clearing services to introducing broker-dealers and registered investment advisor correspondents, and digital investment advisory services to retail investors, respectively. Axos Financial, Inc.’s common stock is listed on the NYSE under the symbol “AX” and is a component of the Russell 2000® Index and the S&P SmallCap 600® Index, among other indices. For more information on Axos Financial, Inc., please visit http://investors.axosfinancial.com.

Forward-Looking Safe Harbor Statement

This press release contains forward-looking statements that involve risks and uncertainties, including without limitation statements relating to future actions (including, without limitation, the sale of the Notes and effecting the Redemption), its ability to secure financing, Axos’ financial prospects and other projections of its performance. These forward-looking statements are made on the basis of the views and assumptions of management regarding future events and performance as of the date of this press release. 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 Axos’ 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 control. These and other risks and uncertainties detailed in Axos’ periodic reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended June 30, 2025, 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 these forward-looking statements, which speak only as of the date of this press release. Axos undertakes 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 press release, which are attributable to us or persons acting on Axos’ behalf are expressly qualified in their entirety by the foregoing information.

Contact:

Johnny Lai, CFA

SVP, Corporate Development & Investor Relations

Axos Financial, Inc.

Phone: 1-858-649-2218

Email: jlai@axosfinancial.com