[8-K] Axos Financial, Inc. Reports Material Event

Rhea-AI Filing Summary

McDonald’s Corporation (MCD) – Form 4 insider transaction

Director Lloyd H. Dean reported the acquisition of 124.07 phantom stock units on 30 June 2025 under the Board of Directors Deferred Compensation Plan. Each phantom unit is economically equivalent to one share of McDonald’s common stock but will be settled in cash after the director’s retirement or other board departure. The units were credited at an implied price of $292.17 per share and include dividend-reinvestment adjustments.

Following this transaction, Dean’s total phantom stock balance rises to 14,387.55 units, all held in direct form inside the plan. The filing was executed by attorney-in-fact Christopher Weber on 1 July 2025.

• No open-market common stock purchase or sale occurred; the transaction is exempt under Rule 16b-3(d)(1).
• The change represents deferred compensation rather than a cash outlay by the director and does not alter McDonald’s share count.

Positive

• Director increased economic exposure to McDonald’s performance via additional phantom stock units, aligning incentives with shareholders.

Negative

• No actual share purchase; phantom stock will be settled in cash, offering limited signaling value and no direct buy-side demand.

Insights

Equity Analyst

TL;DR: Routine deferred-comp phantom stock credit; negligible market impact.

This Form 4 shows a director’s non-cash accrual of 124 phantom shares into the deferred compensation plan, boosting his balance to 14.4 k units. Because settlement is in cash and no McDonald’s shares change hands, dilution and buy-sell pressure are unchanged. Dollar value (~$36 k) is de-minimis versus MCD’s $200 bn+ market cap. The filing nevertheless signals continued alignment of board interests with shareholders, albeit indirectly. I view the disclosure as neutral for valuation and not market-moving.

Corporate Governance Specialist

TL;DR: Standard deferred comp activity; confirms governance policy compliance.

The phantom stock credit follows the Board’s Deferred Compensation Plan and is exempt under Rule 16b-3. Such transactions reinforce the board’s pay-for-performance framework without requiring insider trading clearance. The absence of sales maintains positive optics, but cash settlement means no direct ownership increase. Governance risk remains low; impact to shareholders is immaterial.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 30, 2025

Axos Financial, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-37709			33-0867444
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification Number)

9205 West Russell Road, Ste 400

Las Vegas, NV 89148

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (858) 649-2218          

Securities registered pursuant to Section 12(b) of the Act:
Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, $0.01 par value			AX			New York Stock Exchange

Not Applicable

(Former name or former address, if changed since last report.)

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐                                    Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01     Other Events

On June 30, 2025, the State of California adopted and signed into law its fiscal year 2026 budget, which, among other things, changed the way financial institutions’ multi-state income is apportioned to the State of California. The change required Axos Financial, Inc. (“Axos” or the “Company”) to remeasure its deferred tax assets and liabilities and resulted in a one-time non-cash impairment. This impairment, netted with other state settlements reached on outstanding tax matters during the quarter, totaled approximately $4 million which the Company expects to recognize in the fourth quarter of the fiscal year ended June 30, 2025. The Company estimates the effective tax rate for fiscal years ending June 30, 2026 and thereafter will be reduced by approximately 3% compared to the effective tax rate prior to the change in the State of California tax law.

A press release providing information regarding the expected financial impact of certain income tax items is furnished as Exhibit 99.1.

Forward-Looking Safe Harbor Statement

This report contains forward-looking statements that involve risks and uncertainties, including without limitation statements relating to Axos’ financial prospects and other projections of its performance. These forward-looking statements are made on the basis of the views and assumptions of management regarding future events and performance as of the date of this report. Actual results and the timing of events could differ materially from those expressed or implied in such forward-looking statements as a result of risks and uncertainties, including without limitation Axos’ ability to successfully integrate acquisitions and realize the anticipated benefits of the transactions, changes in the interest rate environment, monetary policy, inflation, tariffs, government regulation, general economic conditions, changes in the competitive marketplace, conditions in the real estate markets in which we operate, risks associated with credit quality, our ability to attract and retain deposits and access other sources of liquidity, and the outcome and effects of litigation and other factors beyond our control. These and other risks and uncertainties detailed in Axos’ periodic reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended June 30, 2024, Form 10-Q for the quarter ended March 31, 2025 and its last earnings press release, could cause actual results to differ materially from those expressed or implied in any forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Axos undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. All written and oral forward-looking statements made in connection with this report, which are attributable to us or persons acting on Axos’ behalf are expressly qualified in their entirety by the foregoing information.

Item 9.01     Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit						Description
99.1						Press Release
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Axos Financial, Inc.

Date:

July 1, 2025

By:

/s/ Derrick K. Walsh

Derrick K. Walsh

EVP and Chief Financial Officer

FAQ

What did McDonald's (MCD) disclose in the latest Form 4?

Director Lloyd H. Dean acquired 124.07 phantom stock units on 06/30/2025 under the deferred compensation plan.

How many phantom shares does the director now hold?

After the credit, Dean beneficially owns 14,387.55 phantom stock units.

Is this an open-market purchase of MCD common stock?

No. The transaction is a non-cash, deferred-compensation phantom stock credit exempt under Rule 16b-3.

Will the phantom stock dilute existing shareholders?

No. Phantom stock is settled in cash and does not increase McDonald's outstanding share count.

What price was used for the phantom stock units?

The units were credited at an implied price of $292.17 per share.

When will the director receive payment for the phantom stock?

Payment occurs after the director's retirement or other board termination, per the plan terms.