#127.75 3.1 50 18 -2.25 -1.48 -3.60 0.07 -0.04 15.90 -16.27 VOLU DVOL UVOL RUT XES TRAN 11.346.37 -63.59 VIX 0.20 RMZ XSD XBE GDX NYSE 12.20 1,671.61 16.90 1,134.60 76.36 46.39 18.85 89,215,179 44,944,576 41,453,543 February 2022 Filed Pursuant to Rule 433 Registration No. 333-253797 Issuer Free Writing Prospectus Dated February 16, 2022 Relating to Preliminary Prospectus Supplement dated February 16, 2022 and Prospectus dated March 2, 2021 0.02 -1.05 0.75 0.30 51 AX 20,784 34.62 34.97 34.62 34.79 will NYSE 134.9600 axos FINANCIAL 34.98 AX LISTED NYSE Axos Financial, Inc. Fixed Income Investor Presentation TRAR NYSE: AX 25 axos Banking Evolved TAL SM#2#3#4#5Preliminary Term Sheet Issuer (Ticker) Security Current Security Rating (¹) Offering Type Term Optional Redemption Special Redemption Coupon Frequency Covenants Use of Proceeds Lead Book-Running Manager Joint Book-Running Manager Axos Financial, Inc. (AX) Subordinated Notes due 2032 Baa3 by Moody's; BBB by Kroll Bond Rating Agency SEC Registered 10 Years Non-call for 5 years; callable on any interest payment date at par thereafter Upon the occurrence of certain special events at par Fixed rate for 5 years paid semi-annually; floating rate paid quarterly thereafter Consistent with regulatory limitations of Tier 2 capital General corporate purposes axos Keefe, Bruyette & Woods, A Stifel Company Piper Sandler & Co. Co-managers D.A. Davidson & Co.; B. Riley Securities, Inc.; Wedbush Securities Inc. (1) An explanation of the significance of ratings may be obtained from rating agency. Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The rating of the subordinated notes should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency. No report of any rating agency is incorporated by reference herein. 5#6Axos Financial Overview (1) Axos Financial, Inc. Axos Financial, Inc. was founded in 1999 and is a customer-focused diversified financial services company headquartered in Las Vegas, Nevada Axos provides banking and securities products and services to our consumer and business clients through online and low-cost distribution channels and affinity partners Our low-cost and innovative business model helps us to generate above-peer returns while helping to maintain a low-risk loan portfolio Las Vegas, NV Salt Lake City, UT Los Angeles, CA San Diego, CA Existing Locations New Locations Nationwide Reach O Centennial, CO AS Omaha, NE (Axos Clearing) Kansas City, KS Iselin, NJ (Axos Cleating) ($ Millions) Market Data as of 2/8/2022 Market Capitalization Price / Tangible Book Value per Share(¹) Dividend Yield Selected Balance Sheet Data Total Assets Net Loans Allowance for Credit Losses Total Deposits Total Stockholders' Equity Performance Ratios and Other Data ROAA ROAE Net Interest Margin Net Interest Margin - Banking Segment Only Efficiency Ratio Efficiency Ratio - Banking Segment Only Asset Quality Metrics NCOS / Average Loans NPLs Loans NPAS / Assets ACL / Loans HFI ACL / NPLs Capital Ratios TCE/TA(¹) CET1 Ratio Leverage Ratio Tier 1 Capital Total Capital Adjusted (non-GAAP) metrics. See Appendix for reconciliation to the closest applicable GAAP metrics. axos For the 6 Months Ended 12/31/2021 $3,319.4 2.48 x 0.0 % $15,547.9 12,607.2 140.5 12,269.2 1,523.2 1.65 % 16.51 4.16 4.39 48.74 39.66 0.01 % 1.14 0.94 1.10 96.27 8.73 % 10.08 9.42 10.08 12.16 6#7#8#9Our Model is Built for Increased Digital Interactions axos COVID-19 Has Accelerated Adoption of Digital Banking and Wealth Management Consumer Banking Convenience and superior user experience are keys to long-term success Effective use of customer data and segmentation reduces customer acquisition costs and increases cross-sell > > > Control of front- and back- end connectivity to technology stack provides cost and time-to-market advantages UDB allows Axos to continuously add new self- service tools and value- added services within our digital banking platform > Commercial Banking Providers that integrate banking with specialized software to serve specific customer segments will gain market share Axos Fiduciary Services supports trustees and fiduciaries nationwide through software + services model Winning cash/treasury management accounts through > automation and custom API integration Regional sales leaders supported by centralized service team create a more efficient and scalable model Securities Consumers across all age and income demographics want to manage their finances through a centralized, digital platform Independent RIAS and IBDS need banking services to compete with money center banks and large broker-dealers Owning clearing, custody, and direct-to-consumer digital wealth capabilities provide opportunities to serve consumers with incremental services at favorable economics 9#10Over 15 Years of Profitable Growth ($M) 250 200 150 100 50 $3 $3 $3 $4 $7 2005 - 2021 CAGR: 31% $21 $21 $29 $40 Net Income $56 $83 $119 $135 $152$155 Annualized Net Income Note: Company uses a June 30 fiscal year-end. Q2 2022 data is for the 6 months ended December 31, 2021. axos $183 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Q2 2022 $242 $216 ¦ Net Income has continued to grow throughout multiple economic cycles 10#11Efficient Operations and Stable Margins Lead to Superior Profitability Efficiency Ratio 36.08% 39.58% 2017 2018 1.68% 1.68% 51.12%(¹) 2019 2017 2018 47.50% 48.84% 48.74% II Return on Average Assets 2020 2019 2021 Q2 2022 1.51% 1.53% 1.52% III 2020 1.65% 2021 Q2 2022 1.60% 3.90% 3.84% 3.76% 3.83% 3.92% 2017 Net Interest Margin 1.91% 2017 2018 2019 17.78% 17.05% 2.40% 2018 0.08% axos 2020 2019 Fed Funds Rate INIM (Excluding HRB)(²) Return on Average Equity 0.10% 2020 4.16% 0.07% 2021 Q2 2022 15.40% 15.65% 16.51% 16.51% Note: Company uses a June 30 fiscal year-end. Q2 2022 data is for the 6 months ended December 31, 2021. (1) Securities segment added in third quarter of 2019. (2) The Company partnered with H&R Block Bank (HRB) to provide HRB branded financial services products. The partnership was terminated on December 8, 2020. 2021 Q2 2022 11#12#13#14#15#16#17Diverse Lending Across Segments Commercial & Industrial Non-RE $1,632 12.8% Commercial Real Estate $3,857 30.2% (Dollars in Millions) Other $22 0.2% Auto & Consumer $479 3.8% $12.8B Single Family Mortgage & Warehouse $4,282 33.5% Multifamily & Commercial Note: Financial Information as of December 31, 2021. Mortgage $2,484 19.5% Category Single Family Mortgage & Warehouse Multifamily & Commercial Mortgage Commercial Real Estate Commercial & Industrial Non-RE Auto & Consumer Other Category Total ($M) Subcategory $4,282 $2,484 $3,857 $1,632 $479 $22 Jumbo Mortgage Warehouse Lending Multifamily Small Balance Commercial CRE Specialty Lender Finance RE Lender Finance Non-RE Equipment Leasing Asset-Based Lending Auto Unsecured / OD PPP Other axos Subcategory % of Total ($M) Total $3,686 28.9% $596 $2,017 $467 $3,735 $742 $96 $793 $122 0.9% $417 $62 $20 4.6% $3 15.8% 3.7% 29.3% 5.8% 0.8% 6.2% 3.3% 0.5% 0.2% 0.0% 17#18#19CRE Specialty Breakout Industrial $71 2% Self-storage $37 1% Commercial Notes $89 2% Retail $172 5% $ Millions Hotel $345 9% Land $354 10% CRE Specialty Multifamily $1,353 36% Office $388 10% SFR $926 25% Total CRE Specialty: $3.7B As of December 31, 2021 axos 19#20Asset-Based Lending Breakout Equipment $19 3% Accounts Receivable $71 9% $ Millions Asset-Based Lending Working Capital $74 9% Commercial Notes $352 44% Capital Call $130 16% Cash Flow $147 19% Total Asset-Based Lending: $793M As of December 31, 2021 axos 20#21Holistic Credit Risk Management What We Do Utilize a holistic credit-risk management framework to manage and monitor credit quality at each stage of the loan life cycle, and leverage specialized Credit Tools to optimize monitoring and reporting capabilities Credit Monitoring & Oversight Loan Life Cycle Axos Credit Objectives Example of Credit Tools Set Appetite . . . ● Establish Credit Framework and Culture Board of Directors Annual Strategic Plan Corporate Governance Policies & Approval Authorities Originations Safe Growth PCLENDER™ THETOTALMORTGAGESOLUTION alancino COSTAR GROUP RIMS exactbid Note: Credit Tools list is a sampling and is not purported to be comprehensive. Portfolio Management Monitor Assets Throughout Life Cycle i Risk LERETA Reporting Data-Driven Decision Making REIS axos Microsoft SQL Server Special Assets Mitigate Problem Loans i Risk LERETA 21#22Allowance for Credit Losses Loan Category SFR Family - Mortgage and Warehouse Multifamily & Commercial Mortgage Commercial Real Estate Commercial & Industrial Non-RE Auto & Consumer Other Total Note: Financial Information as of December 31, 2021. ACL ($M) $25.6 13.6 67.6 22.7 10.9 0.1 axos Total ACL / Loans Loans ($M) (%) $4,281.7 0.60% 2,483.9 0.55% 3,857.4 1.75% 1,631.8 1.39% 478.6 2.28% 22.3 0.28% $140.5 $12,755.7 1.10% 22#23Deposit Strategy axos#24#25Customer Base and Deposit Volume is Well Distributed Throughout the United States Average Deposit Balance 100 500 1000 2500 5000 10000 25000 100000 250000 Nevada Baja California Montana Sonora Baja California Sur *Wyoming Mexico Chihuahua Sinaloa Durango North Dakota South Dakota United States Coahuila Nuevo Leon Maryland District of Columbia Maine New Jersey Delaware axos New Hampshire Massachusetts Rhode Island 000 Number of Accounts 101 1 0 10 Axos Deposits Have National Reach With Customers in Every State New Brunswick 25 50 90 25#26#27#28axos Capital, Asset-Liability Management, Interest Rate Management and Liquidity#29#30IRR / Rate Sensitivity Analysis $ Millions Net Interest Income(1¹) $544 $527 -200 bps $553 $544 Base ■First 12 Months $602 $594 +200 bps Next 12 Months $ Millions $1,339 9.3% -100 bps (13.0%) Market Value of Equity(2) $1,540 10.8% 0.0% Base $1,585 $1,589 2.9% +100 bps 1% Change from Base Market Value of Equity 11.2% 11.3% axos 3.2% +200 bps $1,528 11.0% +300 bps (0.8%) MVE as % of Assets Note: As of December 31, 2021. (1) Assumes no growth in the balance sheet other than for retained earnings. (2) Based on numerous assumptions, including relative levels of interest rates, asset prepayments, runoffs in deposits and changes in repricing levels of deposits to general market rates; does not take into account any actions that may be undertaken in response to future changes in interest rates. 30#31Diversified Funding and Liquidity Off Balance Sheet Funding* > Axos Fiduciary Services Deposits - $31 million > Axos Clearing Deposits - $725 million (1) > FHLB $5.4 billion > Federal Reserve Discount Window - $2.4 billion - Consolidated Capital Ratios* 8.73% TCE / TA (2) 9.42% Tier 1 Leverage Ratio 10.08% Tier 1 Ratio *As of December 31, 2021. (1) The Bank had $1.9 billion available immediately and $3.5 billion available with additional collateral. (2) Adjusted (non-GAAP) metrics. See Appendix for reconciliation to the closest applicable GAAP metrics. 12.16% axos Total Capital Ratio 31#32Historical Interest Coverage ($ Thousands) Bank level equity Consolidated equity Double leverage ratio Interest Coverage Earnings: Income from continuing operations before taxes (+) Interest on advances from the FHLB (+) Interest on securities loaned (+) Interest on other borrowings (+) Interest Attributable to $150MM Subordinated Debt Raise (1)(2) Earnings available to pay down interest on other borrowings (net of deposit interest expense) (+) Interest on deposits Earings available to pay down interest on deposits and other borrowings Interest Expense: Interest on advances from the FHLB Interest on securities loaned Interest on other borrowings Interest Attributable to $150MM Subordinated Debt Raise(¹)(2) Interest expense on other borrowings (excluding interest on deposits) Interest on deposits Total interest expense (including interest on deposits) Interest coverage on other borrowings (excluding deposit interest expense) - A/C Interest coverage on deposits and other borrowings - B / D Note: Company uses a June 30 fiscal year-end. (1) Assumes $150 million subordinated debt raise for illustrative purposes. (2) Assumes 3.50% coupon rate for illustrative purposes. $ $ $ FY 2018 905,159 960,513 94% $ 3,881 266,428 79,851 $ 346,279 $ FY 2019 $ 1,009,678 1,073,050 239,699 $ 212,806 $ 22,848 32,834 748 5,620 22,848 $ 3,881 26,729 79,851 94% 106,580 $ 10.0x 3.2x FY 2020 $1,148,527. 1,230,846 252,008 117,080 369,088 $ 32,834 $ 748 5,620 39,202 117,080 156,282 $ 6.4x 2.4x 93% 262,632 $ 11,988 679 5,645 FY 2021 $ 1,299,911 1,400,936 93% 280,944 126,916 407,860 $ 11,988 $ 679 5,645 18,312 126,916 145,228 15.3x 2.8x $ 305,743 4,672 1,496 12,424 Q2'22 YTD $ 1,395,737 1,523,157 $ 324,335 60,529 384,864 $ 18,592 60,529 79,121 17.4x 4.9x 4,672 $ 1,496 12,424 $ 92% 171,249 1,989 469 5,201 178,908 15,517 194,425 axos 7,659 15,517 23,176 23.4x 8.4x Pro Forma (¹) $ 1,545,737 1,523,157 101% $ 168,624 1,989 469 5,201 2,625 178,908 15,517 $ 194,425 1,989 $ 469 5,201 $ 1,989 469 5,201 2,625 10,284 15,517 25,801 17.4x 7.5x 32#33Axos Securities axos#34#35#36E*TRADE Advisor Services Acquisition Axos Clearing acquired certain assets and deposits related to E*TRADE Advisor Services (EAS) - closed August 2, 2021 (1) 1) $55 million cash purchase price paid at closing from Axos Financial 2) Includes $24.8 billion of custodial assets & ~$1.2 billion low-cost deposits 3) Accelerates time-to-scale in RIA custody business 4) Adds new sources of fee income and services that compliment Axos Clearing's product offering 5) Own proprietary front- and back-end RIA custody technology platform 6) Rebranded Axos Advisor Services (AAS) Strategic and Financial Benefits 1) Adds a turnkey technology platform to generate low-cost core deposits 2) Increases Axos' non-interest income by 33% (1) 3) Provides cross-sell opportunities across securities clearing, deposit & lending products to 200+ advisors and 153,000+ wealth management clients 4) Conversion to broker-dealer platform unlocks incremental revenue opportunities axos 5) Accretive to EPS - projected 1% accretion in FY 2022 and 5% in FY 2023 6) Tangible book value earn-back in ~3 years Based on Axos' FY 2021 non-interest income (excluding HRB-related fees) of $94mm and EAS calendar year 2020 fee-based revenues of $31.3mm. 36#37#38Revenue Synergies* Axos Securities: . ● ● ● ● ● ● Long-Term Revenue and Expense Synergies Axos Consumer Banking: ● ● Margin Loans Securities Lending ● Fixed Income Trading Order Flow White-label Robo Advisor White-label Banking Auto Lending Mortgage Lending Unsecured Lending Axos Business Banking: Small Business Banking RIA Lending Axos Custody Axos Clearing *Not included in EPS accretion or tangible book value earn-back analysis Axos Invest Cost Synergies* Axos Securities: . Self-Clearing Regulatory/Compliance Client Acquisition Costs Customer Service IT Infrastructure/Dev Axos Consumer Banking: Deposit Servicing Costs Client Acquisition Costs axos ● . . Axos Business Banking: Client Acquisition Costs 38#39#40Ratings Profile Moody's Ratings (as of 1/14/2022) Type Axos Financial, Inc. Long-term Issuer Rating Subordinate Regular Bond / Debenture Subordinate Shelf Senior Unsecured Shelf Axos Bank Long-term Issuer Rating Adjusted Baseline Credit Assessment Baseline Credit Assessment Long-term Bank Deposits Short-term Bank Deposits Type Axos Financial, Inc. Senior Unsecured Debt Kroll Ratings (as of 1/14/2022) Subordinated Debt Short-Term Debt Axos Bank Deposit Senior Unsecured Debt Rating Subordinated Debt Short-Term Deposit Short-Term Debt Baa3 Baa3 Baa3 Baa3 Baa3 baa2 baa2 A3 P-2 Rating BBB+ BBB K2 A- A- BBB+ । K2 K2 Outlook Stable N/A N/A N/A Stable N/A N/A Stable N/A Outlook Stable Stable N/A Stable Stable Stable N/A N/A axos 40#41Select Financials Selected Balance Sheet Data ($ Millions) Total Assets Net Loans Loans Held for Sale, at Fair Value Allowance for Credit Losses Securities Total Deposits Advances from the FHLB Borrowings Total Stockholders' Equity Selected Income Statement Data Net Interest Income Provision for Loan and Lease Losses Non-Interest Income Non-Interest Expense Net Income Per Common Share Data Diluted EPS Adjusted Earnings per Common Share (Non-GAAP)(¹) Book Value Per Common Share Tangible Book Value per Common Share (Non-GAAP)(¹) Performance Ratios and Other Data Loan and Lease Originations for Investment (2) Loan Originations for Sale ROAA ROAE Interest Rate Spread Net Interest Margin Net Interest Margin - Banking Segment Only Efficiency Ratio Efficiency Ratio - Banking Segment Only Asset Quality Metrics NCOS / Average Loans NPLS / Loans NPAS / Assets ALLL / Loans HFI ALLL / NPLs Capital Ratios TCE / TA(¹) CET1 Ratio Leverage Ratio Tier 1 Capital Total Capital FY 2016 $7,599.3 6,354.7 20.9 35.8 472.2 6,044.1 727.0 56.0 683.6 $261.0 9.7 66.3 112.8 119.3 $1.87 N/A 10.73 10.67 $3,582.8 $1,363.0 1.75 % 19.43 % 3.70 % 3.91 % N/A % 34.44 % N/A % (0.01) % 0.50 0.42 0.56 112.45 8.88 % 14.42 9.12 14.53 16.36 FY 2017 $8,501.7 7,374.5 18.7 40.8 272.8 6,899.5 640.0 54.5 834.2 $313.2 11.1 68.1 137.6 134.7 $2.10 N/A 13.05 12.94 $4,069.0 $1,375.4 1.68 % 17.78 % 3.74 % 3.95 % N/A % 36.08 % N/A % 0.06 % 0.38 0.35 0.55 143.81 9.68 % 14.66 9.95 14.75 16.38 FY 2018 $9,539.5 8,432.3 35.1 49.2 180.3 7,985.4 457.0 54.6 960.5 $368.5 25.8 70.9 173.9 152.4 $2.37 2.39 15.24 13.99 $5,895.9 $1,564.2 1.68 % 17.05 % 3.79 % 4.11 % 4.14 % 39.58 % 34.55 % 0.19 % 0.37 0.43 0.58 157.40 9.27 % 13.27 9.45 13.34 14.84 FY 2019 $11,220.2 9,382.1 33.3 57.1 227.5 8,983.2 458.5 168.9 1,073.1 $408.6 27.4 82.8 251.2 155.1 $2.48 2.75 17.47 15.10 $6,756.8 $1,471.9 1.51 % 15.40 % 3.66 % 4.07 % 4.14 % 51.12 % 40.51 % 0.19 % 0.51 0.50 0.60 117.84 8.34 % 11.43 8.75 11.49 12.91 (1) Adjusted (non-GAAP) metrics. See Non-GAAP Reconciliation for the closest applicable GAAP metrics. (2) Aligns with GAAP cash flow statement disclosure which uses a net presentation for warehouse originations. FY 2020 $13,851.9 10,631.3 52.0 75.8 187.7 11,336.7 242.5 235.8 1,230.8 $477.6 42.2 103.0 275.8 183.4 $2.98 3.10 20.56 18.28 $6,573.6 $1,601.6 1.53 % 15.65 % 3.65 % 4.12 % 4.19 % 47.50 % 39.81 % 0.23% 0.82 0.68 0.71 86.20 7.94 % 11.22 8.97 11.27 12.64 FY 2021 $14,265.6 11,414.8 29.8 133.0 189.3 10,815.8 353.5 221.4 1,400.9 $538.7 23.8 105.3 314.5 215.7 $3.56 3.68 23.62 21.36 $5,761.3 $1,608.7 1.52 % 16.51 % 3.70 % 3.92 % 4.11 % 48.84 % 41.95 % 0.12 % 1.26 1.07 1.15 91.57 8.97 % 11.36 8.82 11.36 13.78 axos For the 6 Months Ended 12/31/2021 $15,547.9 12,607.2 27.4 140.5 140.8 12,269.2 157.5 260.4 1,523.2 $292.2 8.0 57.5 170.5 121.0 $1.99 2.06 25.60 22.54 $4,636.7 $403.3 1.65 % 16.51 % 3.97 % 4.16 % 4.39 % 48.74 % 39.66 % 0.01 % 1.14 0.94 1.10 96.27 8.73 % 10.08 9.42 10.08 12.16 41#42Non-GAAP Reconciliation $ Millions, except per share data Total common equity (GAAP) Less goodwill and other intangible assets Less mortgage servicing rights, carried at fair value Tangible Common Equity (Non-GAAP) Total Assets (GAAP) Less goodwill and other intangible assets Less mortgage servicing rights, carried at fair value Tangible Assets (Non-GAAP) Common shares outstanding (000) Diluted Common Shares Outstanding (000) Book value per common share (GAAP) Net Income (GAAP) Acquisition-related costs. Excess FDIC expense Other costs Income taxes Adjusted earnings (Non-GAAP) Tangible book value per common share (Non-GAAP) Tangible common equity to tangible assets (Non-GAAP) Adjusted EPS (Non-GAAP) Market data as of 2/8/2022 Stock Price Price / Tangible Book Value FY 2016 $678.5 0.0 3.9 $674.6 $7,599.3 0.0 3.9 $7,595.4 63,219 $10.73 $10.67 8.88% FY 2017 $829.2 0.0 7.2 $822.0 $8,501.7 0.0 7.2 $8,494.5 63,536 $13.05 $12.94 9.68% FY 2018 $955.5 67.8 10.8 $876.9 $9,539.5 67.8 10.8 $9,460.9 62,688 64,147 $15.24 $152.4 1.5 (0.5) $153.3 $13.99 9.27% $2.39 FY 2019 $1,068.0 134.9 9.8 $923.3 $11,220.2 134.9 9.8 $11,075.5 61,129 62,382 $17.47 $155.1 6.7 1.1 15.3 (6.3) $172.0 $15.10 8.34% $2.75 FY 2020 $1,225.8 125.4 10.7 $1,089.7 $13,851.9 125.4 10.7 $13,715.8 59,613 61,438 $20.56 $183.4 10.1 (3.0) $190.5 $18.28 7.94% $3.10 FY 2021 $1,400.9 116.0 17.9 $1,267.0 $14,265.6 116.0 17.9 $14,131.7 59,318 60,520 $23.62 $215.7 9.8 (2.9) $222.6 $21.36 8.97% $3.68 axos For the 6 Months Ended 12/31/2021 $1,523.2 162.0 20.1 $1,341.1 $15,547.9 162.0 20.1 $15,365.8 59,499 60,749 $25.60 $121.0 5.9 (1.7) $125.1 $22.54 8.73% $2.06 $55.79 2.48x 42#43