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): September 1, 2011

BofI Holding, Inc.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (858) 350-6200

(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:

On September 6, 2011, BofI Holding, Inc. (the “Company”), the holding company for Bank of Internet USA, entered into subscription agreements to sell to investors in a registered direct public offering an aggregate of 3,450 shares of 6.0% Series B Non-Cumulative Perpetual Convertible Preferred Stock, par value $0.01 per share, with a liquidation preference of $1,000 per share (the “Series B Preferred Stock”), for a gross aggregate purchase price of $3,450,000. The 3,450 shares are in addition to the offer and sale of 8,667 shares of Series B Preferred Stock that the Company announced on September 1, 2011, for a total of 12,117 shares of Series B Preferred Stock offered and sold by the Company to date.

The Company also entered into a Placement Agent Agreement, dated September 6, 2011, with B. Riley & Co., LLC, which acted as the sole placement agent in the offering of the 3,450 shares of Series B Preferred Stock. The Placement Agent Agreement contained representations and warranties by the Company and customary indemnification provisions.

The terms of the Series B Preferred Stock are more fully described in the Certificate of Designations of the Company filed with the Secretary of State of the State of Delaware on September 1, 2011 designating the rights, preferences, privileges, limitations, voting powers and relative rights of the Series B Preferred Stock (the “Certificate of Designations”).

Under the Certificate of Designations, the holders of the Series B Preferred Stock will have preferential dividend and liquidation rights over the holders of the Company’s Junior Securities (as defined in the Certificate of Designations). The Company’s ability to declare and pay, or set aside for payment, dividends or distributions on shares of its Junior Securities or Parity Securities (as defined in the Certificate of Designations) is subject to certain restrictions in the event that the Company does not pay dividends in full, or declare and set aside a sum sufficient for payment, on the Series B Preferred Stock. The Company’s ability to purchase, redeem or otherwise acquire shares of its Junior Securities is similarly limited.

Each share of Series B Preferred Stock may be converted at any time at the option of the holder into 61.92 shares of the Company’s common stock (which reflects an approximate conversion price of $16.15 per share) plus cash in lieu of fractional shares, subject to anti-dilution and other adjustments set forth in the Certificate of Designations. In addition, if the closing price of the Company’s common stock exceeds $20.50 for 20 trading days (whether or not consecutive) during any period of 30 consecutive trading days, the Company may at its option cause some or all of the Series B Preferred Stock to automatically convert into common stock at the then prevailing conversion rate. In addition, all or some of the Series B Preferred Stock may be redeemed by the Company at its option no earlier than three years from the date of issuance at a redemption price of $1,080 three years after the issuance date, $1,050 four years after the issuance date, and $1,030 five years or more after the issuance date.

The foregoing description of the subscription agreements, the Placement Agent Agreement and the rights and preferences of the Series B Preferred Stock is a summary and does not purport to be complete, and is qualified in its entirety by reference to the forms of the subscription agreements and Placement Agent Agreement and the Certificate of Designations, which are filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference.

Under the Certificate of Designations, the Company’s ability to declare or pay dividends or repurchase its common stock or certain other equity or capital securities will be subject to restrictions in the event that it fails to declare and pay (or set aside for payment) full dividends on the Series B Preferred Stock. The information set forth above under “Item 1.01 Entry into a Material Definitive Agreement” is incorporated herein by reference. A copy of the Certificate of Designations is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 3.03.

On September 1, 2011, the Company filed with the Secretary of State of the State of Delaware (a) a Certificate of Designations establishing the terms of the Series B Preferred Stock, and (b) a Certificate Eliminating Reference to a Series of Shares of Stock From the Certificate Of Incorporation, which eliminated from the Company’s Certificate of Incorporation all references to and designation of the Series B—8% Cumulative Convertible Non-Participating Perpetual Preferred Stock, no shares of which remained issued or outstanding.

On September 6, 2011, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment increasing the authorized shares of Series B Preferred Stock to 18,000 shares from 10,000 shares originally authorized in the Certificate of Designations.

The information set forth above under “Item 1.01 Entry into a Material Definitive Agreement” is incorporated herein by reference. Copies of the above-referenced Certificates are included as Exhibits 3.1, 3.2 and 3.3 to this Current Report on Form 8-K, each of which is incorporated by reference into this Item 5.03.

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.

Date: September 7, 2011