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Axos Financial, Inc.

For the period ended Sep 30, 2025. Filed Oct 30, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Oct 30, 2025

AX$92.17-1.9%Stored close · as of Nov 10, 2026

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Contents

8. Stockholders’ Equity and Stock-Based Compensation

  1. 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. The Company also has an employment agreement with its Chief Executive Officer that provides for an award of RSUs. For additional information regarding the Company’s stock-based compensation plans, see Note 16—“Stock-Based Compensation”in the 2025 Form 10-K.

At September 30, 2025,868,891 shares of common stock were authorized for future awards under the 2014 Plan. As of September 30, 2025, the total compensation cost not yet recognized related to non-vested awards was $87.0 million, which is expected to be recognized over a weighted-average period of 1.5 years.

The following table presents the status and changes in RSUs:

RSUsWeighted-AverageGrant-Date Fair Value
Non-vested balance at June 30, 20251,564,016$55.50
Granted385,69690.47
Vested(254,510)47.24
Forfeited(26,093)57.93
Non-vested balance at September 30, 20251,669,109$64.81

The total fair value of shares vested for the three months ended September 30, 2025 and September 30, 2024 was $22.8 million and $22.5 million, respectively.

Common Stock Repurchase Program

As of September 30, 2025, there was $148.1 million of share repurchase authorization remaining under the Compnay’s common stock repurchase program. The share repurchase program will continue in effect until terminated by the Board of Directors of the Company. There wereno common stock repurchases pursuant to such program for the three months ended September 30, 2025 and 2024. For additional information regarding the Company’s share repurchase program, see Note 15—“Stockholders' Equity” in the 2025 Form 10-K.

At-the-Market Equity Offering

On January 28, 2025, the Company entered into an equity distribution agreement pursuant to which the Company may issue and sell through distribution agents from time to time shares of the Company’s common stock in at-the-market offerings with an aggregate offering price of up to $150,000,000. The Company will issue the stock pursuant to a previously effective registration statement and a prospectus supplement filed with the SEC on January 28, 2025. No shares of the Company’s common stock have been issued pursuant to this offering.

Accumulated Other Comprehensive Income

AOCI includes the after-tax change in unrealized gains and losses on investment securities and cash flow hedging activities.

For the Three Months Ended September 30, 2025
(Dollars in thousands)Unrealized gain (loss) on available-for-sale securitiesCash flow hedgesAccumulated other comprehensive income
Balance at June 30, 2025$(780)$1,128$348
Other comprehensive income/(loss)254(538)(284)
Balance at September 30, 2025$(526)$590$64
For the Three Months Ended September 30, 2024
(Dollars in thousands)Unrealized gain (loss) on available-for-sale securitiesCash flow hedgesAccumulated other comprehensive income
Balance at June 30, 2024$(2,466)$—$(2,466)
Other comprehensive income/(loss)1,3193821,701
Balance at September 30, 2024$(1,147)$382$(765)

The following table presents the pre-tax and after-tax changes in the components of other comprehensive income.

For the Three Months EndedSeptember 30, 2025For the Three Months EndedSeptember 30, 2024
(Dollars in thousands)Pre-taxTax effectAfter-taxPre-taxTax effectAfter-tax
Unrealized gain/(loss) on investment securities:
Net unrealized gains/(losses) arising during the period$350$(96)$254$1,884$(565)$1,319
Reclassification adjustment for realized (gains)/losses included in net income——————
Net change$350$(96)$254$1,884$(565)$1,319
Cash flow hedges:
Net unrealized gains/(losses) arising during the period$374$(104)$270$553$(171)$382
Reclassification adjustment for realized (gains)/losses included in net income(1,118)310(808)———
Net change(744)206(538)553(171)382
Total other comprehensive income/(loss)$(394)$110$(284)$2,437$(736)$1,701
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.