Item 1.01    Entry Into a Material Definitive Agreement
On February 24, 2022, Axos Financial, Inc. (the "Company") completed its
previously announced sale of $150,000,000 aggregate principal amount of the
Company's 4.00% Fixed-to-Floating Rate Subordinated Notes due 2032 (the "Notes")
to Keefe, Bruyette & Woods, Inc., as representative of the underwriters named in
an underwriting agreement dated February 16, 2022, by and between the Company
and the underwriters.

The Notes were issued pursuant to the Indenture, dated as of February 24, 2022
(the "Base Indenture"), between the Company and U.S. Bank Trust Company,
National Association, as trustee (the "Trustee"), as supplemented by the First
Supplemental Indenture, dated as of February 24, 2022 (the "Supplemental
Indenture" and, together with the Base Indenture, the "Indenture"), between the
Company and the Trustee.

From and including February 24, 2022 to, but excluding March 1, 2027, or the
date of earlier redemption, the Notes will accrue interest at a fixed rate per
annum equal to 4.00%, payable semi-annually in arrears on March 1 and September
1 of each year, commencing on September 1, 2022. From and including March 1,
2027, to, but excluding, March 1, 2032 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 then-current Three-Month Term
SOFR (as defined in the Indenture)), plus a spread of 227 basis points for each
quarterly interest period during the floating rate period, payable quarterly in
arrears on March 1, June 1, September 1 and December 1 of each year, commencing
on June 1, 2027; provided, however, that if the benchmark rate is less than
zero, the benchmark rate will be deemed to be zero.

The Notes will mature on March 1, 2032. The Notes will be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.



The Notes are unsecured, subordinated and rank junior in right of payment and
upon the Company's liquidation to the Company's existing and all of the
Company's future Senior Indebtedness (as defined in the Indenture). The Notes
may be redeemed on March 1, 2027, and on any interest payment date thereafter,
in whole or in part, from time to time, and may be redeemed any time upon the
occurrence of certain events, in each case at a redemption price equal to 100%
of the principal amount of the Notes being redeemed, plus accrued and unpaid
interest to, but excluding, the redemption date, subject to certain conditions
described in the Indenture.

The foregoing descriptions of the Base Indenture, Supplemental Indenture and Notes are each qualified in their entirety by reference to the full text thereof, copies of which are attached hereto as Exhibits 4.1, 4.2 and 4.3, respectively, and are incorporated herein by reference.

Sheppard, Mullin, Richter & Hampton LLP has provided the Company with the legal opinion regarding the Notes, attached hereto as Exhibit 5.1.

Item 2.03. Creation of a Direct Financial Obligation of a Registrant

The information contained in (or incorporated by reference into) 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 February 24, 2022, between Axos Financial, Inc. and
4.1                       U.S. Bank Trust Company, National Association, as 

trustee


                            First Supplemental Indenture, dated as of 

February 24, 2022, between Axos

Financial, Inc. and U.S. Bank Trust Company, National Association, as
4.2                       trustee.
                            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
4.3                       Exhibit A).
                            Opinion     of     S    heppard    ,     Mullin    , Richter & Hampton
5.1                       LLP    .
                            Consent of Sheppard    ,     Mullin    , Richter & Hampton     (included in
23.1                      Exhibit 5.1).
104                       Cover Page Interactive Data File (embedded within

the Inline XBRL document)



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