Financial Analysis

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 Companys scale and enhances the Companys 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 value 1 $ 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 …

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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 Companys 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 managements 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 commitme …

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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 complete …

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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 Companys 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 Companys 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 Marc …

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FAIR VALUE The following tables set forth the Companys 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 TotalAvailable-for-sale securities: $ 797,110 $ 4,329 $ 801,439 Loans held for sale $ 23,964 $ $ 23,964 Servicing rights $ $ 26,299 $ 26,299 Other assetsDerivative instruments 1 $ 17,275 $ $ 17,275 LIABILITIES: Accounts payable and other liabilitiesDerivative instruments $ 52,035 $ $ 52,035 Accounts payable and other liabilitiesContingent 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 TotalAvailable-for-sale securities: $ 50,439 $ 15,569 $ 66,008 Loans held for sale $ 10,012 $ $ 10,012 Servicing rights $ $ 27,218 $ 27,218 Other assetsDerivative instruments 1 $ 17,734 $ $ 17,734 LIABILITIES: $ Accounts payable and othe …

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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 Companys Annual Report on Form 10-K for the fiscal year ended June 30, 2026. There was no impact on the Companys 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 adopti …

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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 Companys 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 …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing