8-K - AX - Equibles

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): December 4, 2023

Axos Financial, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37709	33-0867444
(State or other jurisdiction of<br>incorporation)	(Commission File Number)	(IRS Employer Identification<br>Number)

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

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

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 December 4, 2023, Axos Financial, Inc. (the “Company”) and its wholly owned bank subsidiary, Axos Bank (the “Bank”), ratings were withdrawn by Moody’s Investors Service (“Moody’s”). The Company and the Bank requested the withdrawal of the Company’s and the Bank’s respective ratings and Moody’s withdrew the ratings as requested effective as of December 4, 2023. Prior to the requested withdrawals, Moody’s outlook for the ratings was stable. The Company and the Bank requested the withdrawal of the ratings based on their determination, following discussions with investors, among other considerations, that maintaining a single investment grade rating for the Company and the Bank was preferable.

9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

		Axos Financial, Inc.
Date:	December 4, 2023	By:	/s/ Derrick K. Walsh
			Derrick K. Walsh
			EVP and Chief Financial Officer