AX · Axos Financial, Inc.

Axos Financial's subsidiary, Axos Bank, has entered into a purchase and assumption agreement with Capital One, National Association, to acquire a portfolio of traditional and Roth individual retirement accounts totaling approximately $3.2 billion in deposits held in savings and certificate of deposit accounts, along with associated assets and liabilities. This transaction positions Axos Bank to expand its deposit franchise significantly by assuming custodianship of these IRA accounts, receiving cash consideration equal to the aggregate deposit balance minus a negotiated premium. The deal underscores Axos Bank's strategy to grow low-cost deposits through targeted acquisitions in the retirement services sector. Key transaction mechanics include provisions for account holder opt-outs prior to a specified date, exclusion of certain specified accounts, and transfer of funding files containing essential account holder data. Closing is contingent on regulatory approval from the Office of the Comptroller of the Currency and is anticipated later in 2026, with effectiveness at 12:01 a.m. Eastern time on the closing date. The agreement includes standard definitions for closed accounts, cut-off dates seven days prior to closing, and protections around confidential information and material adverse effects specific to the transferred accounts. Investors should note that the description is qualified by the full Exhibit 99.1, which details representations, warranties, and conditions precedent.