ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On September 18, 2020, Axos Financial, Inc. (the "Company") completed its previously announced sale of $175,000,000 aggregate principal amount of the Company's 4.875% Fixed-to-Floating Rate Subordinated Notes due 2030 (the "Notes") to Keefe, Bruyette & Woods, Inc., A Stifel Company, as representative of the underwriters named in an underwriting agreement (the "Underwriting Agreement") dated September 15, 2020, by and between the Company and the underwriters.

The Notes were issued pursuant to the Indenture, dated as of March 3, 2016 (the "Base Indenture"), between the Company and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by the Second Supplemental Indenture, dated as of September 18, 2020 (the "Supplemental Indenture"), between the Company and the Trustee.

From and including September 18, 2020 to, but excluding October 1, 2025, or the date of earlier redemption, the Notes will accrue interest at a fixed rate per annum equal to 4.875%, payable semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2021. From and including October 1, 2025 to, but excluding the maturity date or the date of earlier redemption (the "floating rate period"), the Notes will accrue interest at a floating rate per annum equal to the benchmark rate, which is the Three-Month Term SOFR (as defined in the prospectus supplement under "Description of Subordinated Notes - Interest"), plus a spread of 476 basis points for each quarterly interest period during the floating rate period, payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, commencing on October 1, 2025; provided, however, that if the benchmark rate is less than zero, the benchmark rate will be deemed to be zero.

The Notes qualify as Tier 2 regulatory capital for the Company. The Notes are unsecured, subordinated and will rank junior in right of payment upon the Company's liquidation to the Company's existing and all of the Company's future Senior Indebtedness (as defined in the Supplemental Indenture).

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OF A REGISTRANT

The information set forth in Item 1.01 is incorporated into this Item 2.03 by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS



(d) Exhibits
Exhibit    Description
             Indenture, dated as of March 3, 2016, between Axos Financial, Inc.
           and U.S. Bank National Association, as trustee (incorporated by
           reference to Exhibit 4.1 to the Current Report on Form 8-K filed on
4.1        March 3, 2016).
             Second Supplemental Indenture, dated as of September 18, 2020,
           between Axos Financial, Inc. and U.S. Bank National Association, as
4.2        trustee.
             Form of Global Note to represent the 4.875% Fixed-to-Floating Rate
           Subordinated Notes due 2030 of Axos Financial, Inc. (included in
4.3        Exhibit 4.2 as Exhibit A).

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