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): ~~February~~March 1219, 2026

Axos Financial, Inc.

(Exact name of registrant as specified in its charter)




Delaware	001-37709	33-0867444
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification 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 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

On ~~February~~March 1219, 2026, ~~Axos Bank (~~the ~~“Bank”),~~Office ~~a subsidiary~~ of ~~Axos~~the ~~Financial,~~Comptroller ~~Inc.~~of (the ~~“Registrant”),~~Currency ~~entered~~provided ~~into~~its approval for a ~~purchase~~deposit ~~and~~acquisition ~~assumption~~by ~~agreement~~Axos Bank (the “~~Agreement~~Bank”), ~~with~~a ~~SMBC~~subsidiary ~~MANUBANK (“SMBC”) to acquire all~~ of ~~the~~Axos ~~United States consumer deposits of Jenius Bank~~Financial, ~~a digital banking business of SMBC~~Inc. ~~The~~(the ~~amount~~“Company”), ofwhich ~~deposits~~was topreviously bedisclosed ~~acquired~~on isthe ~~estimated to~~Current beReport ~~approximately~~on ~~$2.6~~Form ~~billion~~8-K atfiled ~~closing.~~with ~~Under~~ the ~~Agreement,~~Securities ~~the~~and ~~Bank~~Exchange ~~will~~Commission ~~receive~~on ~~cash~~February ~~for the deposit balances acquired~~12, ~~less a negotiated premium~~2026. The ~~deposit~~Company ~~acquisition~~currently isexpects ~~subject to approval by~~ the ~~Office~~transaction ~~of the Comptroller of the Currency and is expected~~ to close in ~~late~~the ~~March~~quarter ~~2026~~ending orJune ~~April~~30, 2026.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the complete text of the Agreement, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit						Description
99.1						Deposit Purchase Agreement
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:

~~February~~March 1223, 2026

By:

/s/ Derrick K. Walsh

Derrick K. Walsh

EVP and Chief Financial Officer

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