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):  April 19, 2021

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)                        (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 (see General Instruction A.2. below):

☐                                    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 7.01     Regulation FD Disclosure.

Axos Financial, Inc. (the “Registrant”), parent of Axos Clearing LLC (“Axos Clearing”), issued a press release on April 20, 2021, announcing that Axos Clearing signed a definitive agreement to acquire certain assets and liabilities of E*TRADE Advisor Services, the registered investment advisor custody business of Morgan Stanley.

A copy of the press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1.

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. The information in the materials is presented as of April 19, 2021, and the Registrant does not assume any obligation to update such information in the future.

Safe Harbor Statement

Statements contained in the press release that state expectations or predictions about the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act and the Exchange Act. This press release contains forward-looking statements that involve risks and uncertainties, including without limitation statements relating to Axos' financial prospects and other projections of its performance, specifically the acquisition of EAS. The Registrant’s actual results could differ materially from those projected in such forward-looking statements. Other factors that could affect those results include “Risk Factors” and the other factors appearing in the documents that the Registrant has filed with the Securities and Exchange Commission.

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 Financial, Inc. to Acquire E*TRADE Advisor Services

RIA Custodian Acquisition includes approximately $23 billion of Assets under Custody and $1.2 billion of Client Cash Deposits

SAN DIEGO, CA – (BUSINESSWIRE) – April 20, 2021 – Axos Financial, Inc. (NYSE: AX) (“Axos” or the "Company”), parent of Axos Bank, announced today that its wholly-owned subsidiary Axos Clearing LLC (“Axos Clearing”) has signed a definitive agreement to acquire certain assets and liabilities of E*TRADE Advisor Services (“EAS”), the registered investment advisor (“RIA”) custody business Morgan Stanley acquired in its acquisition of E*TRADE Financial Corporation in 2020. Axos will fund the $55 million cash purchase price with existing capital at Axos Financial, Inc. and expects this transaction to close in the third calendar quarter of 2021.

“We are extremely excited to announce the EAS acquisition,” said Gregory Garrabrants, President and Chief Executive Officer of the Axos Financial, Inc. “The addition of approximately 200 RIA custody relationships with $23 billion of combined assets under custody significantly accelerates our time-to-scale in this business. We intend to leverage EAS’ turnkey technology platform and Axos Clearing’s capabilities to expand the service offerings to independent registered investment advisors and turnkey asset management program managers. The $1.2 billion of client cash deposits adds another potential source of low-cost funding and optionality for Axos Bank. Assuming minimal cost and revenue synergies, we expect the acquisition to be 5% accretive to our fiscal 2023 earnings per share, with a tangible book value earn-back of approximately three years.”

“We’d like to welcome the EAS team and their clients to Axos,” continued Mr. Garrabrants. “The RIA custody business is an integral part of our strategic plan, and adding a team of experts with decades of experience and relationships with the RIA community is something we highly value. We look forward to investing in and growing the EAS team to support their high-touch service model.”

A presentation providing additional details regarding this transaction is available on the Axos Financial, Inc. website at https://investors.axosfinancial.com/.

About Axos Financial, Inc. and Subsidiaries

Axos Financial, Inc. is the holding company for Axos Bank, Axos Clearing LLC and Axos Invest, Inc. Axos Bank is a nationwide bank, with approximately $14.4 billion in assets, that provides consumer and business banking products through its low-cost distribution channels and affinity partners. Axos Clearing LLC 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, the KBW Nasdaq Financial Technology Index, and the S&P SmallCap 600® Index. For more information on Axos Bank, please visit axosbank.com.

Forward Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties, including without limitation statements relating to Axos’ financial prospects and other projections of its performance, specifically the acquisition of EAS. These and other risks and uncertainties detailed in Axos’ periodic reports filed with the Securities and Exchange Commission could cause actual results to differ materially from those expressed or implied in any forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are

qualified in their entirety by this cautionary statement, and Axos undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this press release.

Contact:

Johnny Lai, CFA

VP, Corporate Development and Investor Relations

Axos Financial, Inc.

Phone: 1-858-649-2218

Email: jlai@axosfinancial.com