Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 31, 2021, on the recommendation of the Nominating/Corporate Governance Committee of Axos Financial, Inc. ("the Company"), the Board of Directors of each of the Company and Axos Bank ("the Bank") appointed Ms. Stefani Carter as a new director, effective as of August 31, 2021, of each of the Company and the Bank. Ms. Carter will serve as a Class III Director of the Company with an initial term expiring at the Company's 2022 Annual Meeting of Stockholders.

Although Ms. Carter has not yet been appointed to serve on any Board committees, the Board of Directors expects to do so as part of their regular committee assessment and appointment process. The Board of Directors determined that Ms. Carter is an independent director under applicable standards of the Securities and Exchange Commission and the New York Stock Exchange.

In connection with her election to the Board of Directors of the Company, Ms. Carter will participate in the Company's standard outside director compensation program, including an award to her of 6,000 restricted stock units, to vest over three years under the Company's 2014 Stock Incentive Plan, and an annual cash payment of $40,000. Ms. Carter is expected to enter into the Company's standard indemnification agreement, which has been previously entered into with each of the Company's directors and executive officers, the form of which has been previously filed with the Securities and Exchange Commission.

On September 1, 2021, the Company issued a press release announcing the election of Ms. Carter to the Board of Directors. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.



(d)  Exhibits.
Exhibit        Description
99.1             Press Release

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