[Form 4] Axos Financial, Inc. Insider Trading Activity

Rhea-AI Filing Summary

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.

Insights

Corporate Governance Expert

TL;DR: Insider received vested RSUs and netted shares after tax withholding, modestly increasing direct equity ownership.

The Form 4 discloses a standard compensation-related equity event: the vesting of 1,359 RSUs that converted to common shares under the 2014 Stock Incentive Plan with dividend equivalent rights. The company retained 731 shares to satisfy tax withholding, a routine practice. Post-transaction direct beneficial ownership increased to 31,313 shares while 2,591 shares are held indirectly in a 401(k) plan. This filing reflects compensation realization rather than a trading decision and is typical for named officers receiving equity-based pay.

Securities Analyst

TL;DR: Transaction is compensation vesting, not a sale; limited immediate market impact given the small share count relative to issuer size.

The disclosure shows RSUs vesting on 09/23/2025 with an indicated per-share price of $88.46 associated with the reported issuance and net-settlement for tax. The officer retained a substantial direct stake after withholding, signaling continued equity exposure. There is no sale of shares for liquidity purposes reported here. From a market-impact perspective, the quantities are unlikely to be material to Axos Financial's outstanding shares, and the activity aligns with standard executive compensation mechanics.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Tolla John Charles

(Last) (First) (Middle)

9205 WEST RUSSELL ROAD

SUITE 400

(Street)

LAS VEGAS NV 89148

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Axos Financial, Inc. [ AX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	09/23/2025		M		1,359	A	$88.46	31,313	D
Common Stock	09/23/2025		D		731(2)	D	$88.46	30,582	D
Common Stock								2,591	I	401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units(3)	(4)	09/23/2025		M			1,359	(5)	(5)	Common Stock	1,359	$88.46	25,845	D

Explanation of Responses:

1. Represents shares of Common Stock issued on September 23, 2025, following the vesting of Restricted Stock Units ("RSUs") which vest as to one-third of the shares on each anniversary of the date of grant. The RSUs were previously granted to the reporting person under the Axos Financial, Inc. 2014 Amended and Restated 2014 Stock Incentive Plan.

2. Represents shares of Common Stock retained by Axos Financial, Inc. for tax withholding purposes in connection with the net-settlement on the issuance of shares of Common Stock in respect to the vested RSUs.

3. The RSUs were granted to the reporting person under the Axos Financial, Inc. 2014 Stock Incentive Plan. The RSUs are accompanied by dividend equivalent rights.

4. Each RSU represents a contingent right to receive one share of Axos Financial, Inc. Common Stock.

5. The RSUs vest as to one-third of the shares on each anniversary date of grant.

	By: Derrick Walsh For: John Tolla	09/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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