Axos Financial Inc SEC Filings

Axos Financial (AX) furnished its fiscal first‑quarter results for the period ended September 30, 2025. The company issued a press release and an earnings supplement, provided as Exhibits 99.1, 99.2 and 99.3. These materials are furnished under Item 2.02 and, pursuant to General Instruction B.2., are not deemed filed under the Exchange Act.

Axos Financial, Inc. solicits proxies for its 2025 Annual Meeting and discloses governance, risk oversight, director nominees, compensation practices and a proposed amendment to its 2014 Stock Incentive Plan. The Board nominated four Class III directors for three-year terms through 2028. The Board and committees provide enterprise-wide risk oversight via an ERM program led by senior officers and reporting to the Board. The Compensation section describes RSU-heavy pay for non-employee directors, CEO equity awards tied to multi-year performance and vesting schedules, and summarized executive change-in-control and termination protections. The Board seeks stockholder approval to add 1,000,000 shares (about 1.8% of outstanding shares as of Sept. 1, 2025) to the 2014 Plan to support retention and hiring, noting roughly 5.5 million of 6.7 million original Plan shares have been used. The Audit Committee requests ratification of BDO as auditor for fiscal 2026.

Michael Watson, EVP and Head of Axos Securities, reported transactions related to vested restricted stock units. On 09/23/2025, 952 shares of common stock were issued to Mr. Watson upon vesting of RSUs under the Axos Financial, Inc. 2014 Stock Incentive Plan; those shares had a reported price of $88.46 per share. Also on 09/23/2025, 512 shares were retained by Axos Financial for tax withholding in connection with the net settlement of the vesting, leaving Mr. Watson with 4,594 shares directly owned following the disposition and a total direct beneficial ownership of 5,106 shares after the issuance. The filing notes the RSUs vest one-third on each anniversary of grant and include dividend equivalent rights.

Derrick Walsh, EVP and Chief Financial Officer of Axos Financial (AX) reported the vesting and settlement of restricted stock units on 09/23/2025. 1,993 shares were issued upon RSU vesting at an effective price of $88.46 per share, increasing his direct beneficial ownership to 44,005 shares before tax withholding.

Axos withheld 1,073 shares to satisfy taxes related to the net settlement, leaving Walsh with 42,932 shares directly owned and 2,737 shares indirectly held through a 401(k) plan. The RSUs were granted under the company’s 2014 Stock Incentive Plan and vest one-third annually.

John Charles Tolla, Executive Vice President and Chief Risk Officer of Axos Financial, reported transactions on a Form 4 showing the vesting and issuance of restricted stock units. On 09/23/2025 he received 1,359 shares of common stock upon RSU vesting at a price basis shown as $88.46 per share, and Axos withheld 731 shares for tax withholding, leaving him with 31,313 shares beneficially owned directly after the transactions. In addition, he holds 2,591 shares indirectly through the company 401(k) plan, for total reported alignment with company equity incentives under the 2014 Stock Incentive Plan.

Brian D. Swanson, President, Consumer Bank of Axos Financial, acquired 1,703 shares of Axos Financial common stock on 09/23/2025 upon the vesting of restricted stock units (RSUs) granted under the Axos Financial, Inc. 2014 Stock Incentive Plan at an attributable price of $88.46 per share. In connection with the net-settlement of the vested RSUs, 609 shares were retained by the company to satisfy tax withholding.

The reporting tables show Mr. Swanson's beneficial ownership after the transactions as 54,973 shares held directly and 2,737 shares held indirectly through a 401(k) plan. The RSUs vest one-third on each anniversary of the grant date and include dividend equivalent rights.

Axos Financial insider reported vesting of restricted stock units and related share withholding. David X. Park received 1,692 shares of common stock on 09/23/2025 upon vesting of RSUs granted under the 2014 Stock Incentive Plan, increasing his beneficial ownership to 20,440 shares. The company withheld 859 shares to satisfy tax withholding, leaving a net addition of 1,692 shares reported as direct ownership. An additional 1,541 shares are held indirectly in a 401(k) plan, and a total of 28,693 shares are reported when including previously vested RSUs reflected in the derivative section.

Raymond D. Matsumoto, Executive Vice President and Chief Operating Officer of Axos Financial, reported the vesting and issuance of restricted stock units (RSUs) on September 23, 2025. A total of 2,491 shares of common stock were issued upon RSU vesting at a reported per-share value of $88.46, increasing his direct holdings to 39,800 shares. The filing also shows 891 shares were retained by the company to satisfy tax withholding related to the net settlement, leaving an indicated direct beneficial ownership of 38,909 shares plus 2,078 shares indirectly held in a 401(k) plan. The RSUs vest one-third each year and include dividend equivalent rights.

Ann Gill, SVP & Chief Accounting Officer of Axos Financial (AX), received 906 shares of common stock on 09/23/2025 when restricted stock units vested under the company's 2014 Stock Incentive Plan. The RSUs vest one-third on each anniversary of grant and include dividend equivalent rights. Axos withheld 487 shares to satisfy tax withholding, leaving the reporting person with 9,250 shares directly beneficially owned after the net-settlement. The filing also discloses 1,010 shares indirectly held through a 401(k) plan. The Form 4 was signed on 09/25/2025.