Axos Financial Inc美股招股说明书(2025-09-17版)

7.00% Fixed-to Floating Rate Subordinated Notes due 2035 We are offering $200,000,000 aggregate principal amount of 7.00% Fixed-to-Floating Rate Subordinated Notes due 2035, which we refer to as the“Notes.” The Notes will mature on October 1, 2035. From and including the date of original issuance to, but excluding, October 1, 2030 or thedate of early redemption, the Notes will bear interest at a rate of 7.00% per annum, payable semiannually in arrears on April 1 and October 1 ofeach year, commencing on April 1, 2026. From and includingOctober 1, 2030, to, but excluding,October 1, 2035 or the date of early redemption,the Notes will bear interest at a floating rate per annum equal to a benchmark rate (the “Benchmark rate,” which is expected to be Three-MonthTerm SOFR (as defined in this prospectus supplement)) plus a spread of 379basis points, payable quarterly in arrears on January 1, April 1, July 1and October 1 of each year, commencing onJanuary 1, 2031. Notwithstanding the foregoing, in the event that the Benchmark rate is less thanzero, then the Benchmark rate shall be deemed to be zero. We may, at our option, redeem the Notes (i)in whole or in part beginning with the interest payment date of October 1, 2030, and on any interestpayment date thereafter or (ii)in whole but not in part upon the occurrence of a Tax Event, or a Tier 2 Capital Event (each as defined under“Description of Notes” in this prospectus supplement) or our becoming required to register as an investment company pursuant to the InvestmentCompany Act of 1940, as amended (the “1940 Act”). The redemption price for any redemption is 100% of the principal amount of the Notes, plusaccrued and unpaid interest thereon to, but excluding, the date of redemption. Any early redemption of the Notes will be subject to the receipt ofthe approval of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) to the extent then required under applicable lawsor regulations, including capital regulations. The Notes will be general unsecured obligations. The Notes will rank junior to all of our existing and future senior indebtedness. In addition, theNotes will be effectively subordinated to all of our secured indebtedness to the extent of the value of the assets securing such indebtedness. TheNotes will be structurally subordinated to all of the existing and future liabilities and obligations of our subsidiaries, including the depositliabilities and claims of other creditors of our bank subsidiary, Axos Bank (the “Bank”). The Notes will rank equal in right of payment with ourexisting and future subordinated indebtedness, including our 4.00% subordinated fixed-to-floating rate notes due 2032 (our “2032 Notes”) and, tothe extent not redeemed, our 4.875% subordinated fixed-to-floating rate notes due 2030 (the “2030 Notes”). The Notes will be obligations of AxosFinancial, Inc. only, and will not be obligations of, and will not be guaranteed by, any of our subsidiaries. The Notes will not be listed on any securities exchange or included in any automated dealer quotation system. There is currently no public marketfor the Notes. Per subordinated noteTotal Investing in the Notes involves certain risks. Please read “Risk Factors” beginning on pageS-8ofthis prospectus supplement, on page 6 of theaccompanyingprospectus,and those risk factors in the documents incorporated by reference in this prospectus supplement and theaccompanying prospectus. The Notes are not savings accounts, deposits or other obligations and are not insured by the Federal Deposit Insurance Corporation (the“FDIC”)or any other government agency or instrumentality, and they are not obligations of, or guaranteed by, the Bank or our nonbanksubsidiaries. None of the Securities and Exchange Commission (“SEC”), any state securities commission, the FDIC, the Federal Reserve, the Office of theComptroller of the Currency, or any other regulatory body has approved or disapproved of these securities or passed upon the adequacy oraccuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. Joint Book-Running Managers Janney Montgomery Scott TABLE OF CONTENTSPROSPECTUS SUPPLEMENT We include cross-references in this prospectus supplement to captions elsewhere in these materials where you can find further relateddiscussions. The following table of contents tells you where to find these captions: PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCEEXTENDED SETTLEMENTCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONCONSOLIDATED CAPITAL RATIOSDESCRIPTION OF NOTESMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSCERTAIN ERISA CONSIDERATIONSUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATION PROSPECTUS ABOUT THIS PROSPECTUS SUPPLEMENT On February 29, 2024, we filed wi