Axos Financial Inc
For the period ended Jun 30, 2024. Filed Aug 22, 2024.
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FY2024 · Filed Aug 22, 2024
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Item 15. Exhibits and Financial Statement Schedules
| (a)(1). | Financial Statements: See Part II, Item 8—Financial Statements and Supplementary Data. |
|---|---|
| (a)(2). | Financial Statement Schedules: All financial statement schedules have been omitted as they are either not required, not applicable, or the information is otherwise included. |
| (a)(3). | Exhibits: |
| ExhibitNumber | Description | Incorporated By Reference to |
| 2.1 | Agreement and Plan of Merger, by and among Axos Clearing, LLC, Axos Clarity MergeCo., Inc., Cor Securities Holdings, Inc., the Seller Parties thereto and the Holder Representative, dated September 28, 2018 | Exhibit 2.1 to the Current Form 8-K filed on October 1, 2018. |
| 3.1 | Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on July 6, 1999 | Exhibit 3.1 to the Registration Statement on Form S-1/A (File No. 333-121329) filed on January 26, 2005. |
| 3.1.1 | Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on August 19, 1999 | Exhibit 3.5 to the Registration Statement on Form S-1/A (File No. 333-121329) filed on January 26, 2005. |
| 3.1.2 | Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on February 25, 2003 | Exhibit 3.6 to the Registration Statement on Form S-1/A (File No. 333-121329) filed on January 26, 2005. |
| 3.1.3 | Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on January 25, 2005 | Exhibit 3.2 to the Registration Statement on Form S-1/A (File No. 333-121329) filed on January 26, 2005. |
| 3.1.4 | Certificate Eliminating Reference to a Series of Shares from the Certificate of Incorporation of the Company | Exhibit 3.3 to the Current Report on Form 8-K filed on September 7, 2011. |
| 3.1.5 | Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on October 25, 2013 | Exhibit 3.1 to the Current Report on Form 8-K filed on October 28, 2013. |
| 3.1.6 | Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on November 5, 2015 | Exhibit 3.1 to the Current Report on Form 8-K filed on November 6, 2015. |
| 3.1.7 | Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on September 11, 2018 | Exhibit 3.1 to the Current Report on Form 8-K filed on September 11, 2018. |
| 3.1.8 | Certificate of Elimination relating to the Series A - 6% Cumulative Nonparticipating Perpetual Preferred Stock Convertible through January 2009, filed with the Delaware Secretary of State on January 25, 2021. | Exhibit 3.1.8 to the Quarterly Report on Form 10-Q filed on January 28, 2021. |
| 3.1.9 | Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on November 14, 2022 | Exhibit 3.1.10 to the Quarterly Report on Form 10-Q filed on January 26,2023. |
| 3.2 | Amended and Restated By-laws | Exhibit 3.2 to the Current Report on Form 8-K filed on May 30, 2023. |
| 4.1 | Form of Common Stock Certificate of the Company | Exhibit 4.1 to the Current Report on Form 8-K filed on September 12, 2018. |
| 4.2 | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | Exhibit 4.2 to the Annual Report on Form 10-K filed August 26, 2021. |
| 4.3 | Indenture for Subordinated Debt Securities, dated as of March 3, 2016, between Axos Financial, Inc. and U.S. Bank National Association, as trustee | Exhibit 4.1 to the Current Report on 8-K filed on September 18, 2020. |
| 4.4 | Second Supplemental Indenture, dated as of September 18, 2020, between Axos Financial, Inc. and U.S. BankNational Association, as trustee | Exhibit 4.2 to the Current Report on 8-K filed on September 18, 2020. |
| 4.5 | Form of Global Note to represent the 4.875% Fixed-to-Floating Rate Subordinated Notes due 2030 of Axos Financial, Inc. | Exhibit 4.3 to the Current Report on 8-K filed on September 18, 2020. |
| 4.6 | Indenture, dated as of February 24, 2022, between Axos Financial, Inc. and U.S. Bank Trust Company, National Association, as trustee | Exhibit 4.1 to the Current Report on 8-K filed on February 24, 2022. |
| 4.7 | First Supplemental Indenture, dated as of February 24, 2022, between Axos Financial, Inc. and U.S. Bank Trust Company, National Association, as trustee. | Exhibit 4.2 to the Current Report on 8-K filed on February 24, 2022. |
| 4.8 | Form of Global Note to represent the 4.00% Fixed-to-Floating Rate Subordinated Notes due 2032 of Axos Financial, Inc. (included in Exhibit 4.2 as Exhibit A). | Exhibit 4.3 to the Current Report on 8-K filed on February 24, 2022. |
| 10.1 | Form of Indemnification Agreement between the Company and each of its executive officers and directors | Exhibit 10.1 to the Registration Statement on Form S-1/A (File No. 333-121329) filed on February 24, 2005. |
| 10.2* | 2004 Employee Stock Purchase Plan, including forms of agreements thereunder | Exhibit 10.4 to the Registration Statement on Form S-1 (File No. 333-121329) filed on December 16, 2004. |
| 10.3* | Amended and Restated Employment Agreement, between Axos Bank and Andrew J. Micheletti. | Exhibit 10.3 to the Current Report on Form 8-K filed on October 28, 2021. |
| ExhibitNumber | Description | Incorporated By Reference to |
| 10.4 | Amended and Restated Declaration of Trust of BofI Trust I dated December 16, 2004 | Exhibit 10.10 to the Registration Statement on Form S-1/A (File No. 333-121329) filed on January 26, 2005. |
| 10.5* | Amended and Restated Employment Agreement, dated May 26, 2011, between the Company and subsidiaries, and Gregory Garrabrants | Exhibit 99.1 to the Current Report on Form 8-K filed on May 27, 2011. |
| 10.5.1* | Second Amended and Restated Employment Agreement, dated June 30, 2017, between the Company and subsidiaries, and Gregory Garrabrants | Exhibit 99.1 to the Current Report on Form 8-K filed on July 7, 2017. |
| 10.6 | Lease Agreement dated December 5, 2011 between La Jolla Village, LLC and the Company | Exhibit 99.1 to the Current Report on Form 8-K filed on December 9, 2011. |
| 10.7* | Description of Amendment to Employment Letter between Eshel Bar-Adon and BofI Federal Bank | Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on May 6, 2014. |
| 10.8* | Description of Amendment to Employment Letter between Brian Swanson and BofI Federal Bank | Exhibit 10.4 to the Quarterly Report on Form 10-Q filed on May 6, 2014. |
| 10.8.1* | Description of Amendment to Employment Letter between Brian Swanson and BofI Federal Bank | Exhibits 99.1 and 99.2 to the Current Report on Form 8-K filed on January 15, 2015. |
| 10.9 | Office Space Lease Between Pacifica Tower LLC and BofI Holding, Inc. | Exhibit 10.1 to the Current Report on Form 8-K filed on May 18, 2018. |
| 10.1 | Sixth Amendment to Office Space Lease Between 4350 La Jolla Village LLC and BofI Holding, Inc. | Exhibit 10.2 to the Current Report on Form 8-K filed on May 18, 2018. |
| 10.11 | Guaranty of Payment and Performance of Agreement and Plan of Merger, executed by the Company in favor of Cor Securities Holdings, Inc. on September 28, 2018 | Exhibit 10.1 to the Current Report on Form 8-K filed on October 1, 2018 |
| 10.12* | Axos Financial, Inc. Amended and Restated 2014 Stock Incentive Plan | Appendix A to the Proxy Statement on Schedule 14A, filed on September 25, 2023 |
| 10.13* | Description of Amendment to Employment Letter between Raymond Matsumoto and Axos Financial, Inc. | Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on October 29, 2020. |
| 10.14* | Amendment to Offer Letter between Derrick K. Walsh and Axos Financial, Inc. | Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on October 28, 2021. |
| 10.15* | Change of Control Severance Agreement between Derrick K. Walsh and Axos Financial, Inc. and Axos Bank | Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on October 28, 2021. |
| 10.16* | Form of Axos Financial, Inc. Amended and Restated 2014 Stock Incentive Plan Restricted Stock Award Unit Agreement | Exhibit 10.18 to the Annual Report on Form 10-K filed on September 8, 2022. |
| 10.17* | Form of Axos Financial, Inc. Amended and Restated 2014 Stock Incentive Plan Amendment to Restricted Stock Award Unit Agreement (Director Award) | Exhibit 10.19 to the Annual Report on Form 10-K filed on August 29, 2023. |
| 10.18* | Form of Axos Financial, Inc. Amended and Restated 2014 Stock Incentive Plan Restricted Stock Award Unit Agreement (Director Award) | Exhibit 10.20 to the Annual Report on Form 10-K filed on August 29, 2023. |
| 10.19 | First Amendment to Office Space Lease Between Pacifica Tower LLC and Axos Financial, Inc. | Exhibit 10.21 to the Annual Report on Form 10-K filed on August 29, 2023. |
| 19.1 | Insider Trading Policy | Filed herewith. |
| 21.1 | Subsidiaries of the Company | Filed herewith. |
| 23.1 | Consent of BDO USA, P.C., Independent Registered Public Accounting Firm | Filed herewith. |
| 24.1 | Power of Attorney, incorporated by reference to the signature page to this report. | Signature page to this report. |
| 31.1 | Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith. |
| 31.2 | Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith. |
| 32.1 | Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith. |
| 32.2 | Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith. |
| 97.1 | Policy Relating to Recovery of Erroneously Awarded Compensation | Filed herewith. |
| 101.SCH** | Inline XBRL Taxonomy Extension Schema Document | Filed herewith. |
| 101.CAL** | Inline XBRL Taxonomy Calculation Linkbase Document | Filed herewith. |
| 101.LAB** | Inline XBRL Taxonomy Label Linkbase Document | Filed herewith. |
| ExhibitNumber | Description | Incorporated By Reference to |
|---|---|---|
| 101.PRE** | Inline XBRL Taxonomy Presentation Linkbase Document | Filed herewith. |
| 101.DEF** | Inline XBRL Taxonomy Definition Document | Filed herewith. |
| 101.INS** | Inline XBRL Instance Document | The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. |
| 104** | Cover Page Interactive Data File | Formatted as Inline XBRL and contained in Exhibit 101 |
*Indicates management contract or compensatory plan, contract or arrangement.
**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
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