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

Rhea-AI Filing Summary

Axos Financial executive David M. Crow reported stockholder transactions on 09/15/2025. 520 shares of common stock were issued upon vesting of restricted stock units (RSUs) and reported as an acquisition at an effective price of $90.29 per share, increasing his direct holdings to 1,039 shares. Concurrently, 152 shares were surrendered to the issuer for tax withholding in connection with the vesting, leaving 887 shares directly owned after withholding. The filing also shows a separate grant of 997 RSUs to Crow on 09/15/2025, and total direct RSU-based common shares reported after the transactions are 5,266. The RSUs vest one-third on each anniversary of the grant and include dividend equivalent rights.

Positive

• 520 shares were issued upon RSU vesting, reflecting management alignment with shareholder interests
• RSU grant of 997 units documented, demonstrating continued executive equity-based compensation
• Disclosure includes vesting schedule and dividend equivalent rights, providing transparency

Negative

• 152 shares were withheld for tax purposes, reducing net acquired shares
• Post-transaction direct ownership remains relatively small at 1,039 shares, indicating limited voting/ownership impact

Insights

Securities Analyst

TL;DR: Insider received and partially withheld shares from RSU vesting, modestly increasing direct stock ownership.

The Form 4 documents routine executive equity activity: 520 shares issued on RSU vesting and 152 shares withheld for taxes at an indicated per-share value of $90.29. The reporting person remains a direct holder with 1,039 shares post-transaction and holds RSUs that vest over time. The filing also records a 997 RSU grant on the same date. This is a standard compensation settlement and tax withholding, not a sale or market liquidity event. Impact on shareholder base or control is immaterial based on disclosed amounts.

Corporate Governance Expert

TL;DR: Compensation-related equity actions properly disclosed; vesting schedule and dividend equivalents noted.

The disclosure clearly attributes the shares to the Axos Financial 2014 Stock Incentive Plan and specifies the one-third annual vesting schedule and dividend equivalent rights. The transaction codes indicate issuance and withholding tied to RSU vesting rather than discretionary sale. Documentation includes the issuer withholding shares for tax obligations, a common practice that preserves share ownership while satisfying tax liabilities. Filing is complete with signature and explanatory footnotes.

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Crow David M

(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
	Officer (give title below)	X	Other (specify below)
			EVP, Head of Axos Clearing

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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)	09/15/2025		M		520	A	$90.29	1,039	D
Common Stock	09/15/2025		D		152(2)	D	$90.29	887	D

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)	09/15/2025		M			520	(5)	(5)	Common Stock	520	$0.0	4,269	D
Restricted Stock Units(6)	(4)	09/15/2025		A		997		(5)	(5)	Common Stock	997	$0.0	5,266	D

Explanation of Responses:

1. Represents shares of Common Stock issued on September 15, 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.

6. Grant to the reporting person on September 15, 2025 of restricted stock units ("RSUs") under the Axos Financial, Inc. 2014 Stock Incentive Plan.

	By: Derrick Walsh For: David Crow	09/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did David M. Crow report on Form 4 for Axos Financial (AX)?

The filing reports 520 common shares issued on RSU vesting and 152 shares withheld for taxes, leaving 887 directly owned after withholding and 1,039 total direct holdings after the reported acquisition.

When did the RSU vesting and grant occur in the Axos Financial Form 4?

The transactions and the additional RSU grant occurred on 09/15/2025, with the Form 4 filed and signed on 09/17/2025.

What is the per-share value reported for the vested shares?

The Form 4 lists a per-share price of $90.29 for the reported vested shares.

How do the RSUs vest according to the filing?

The RSUs vest as to one-third of the shares on each anniversary of the grant date and include dividend equivalent rights.

Were the shares acquired or sold by the reporting person?

The Form 4 reports shares issued upon RSU vesting and shares withheld by the issuer for tax purposes; no open-market sales were reported.