Axos Financial (AX) EVP nets shares after 583 RSUs vest and tax withholding

Rhea-AI Filing Summary

Axos Financial, Inc. EVP David M. Crow reported routine equity compensation activity tied to vested restricted stock units (RSUs). On March 20, 2026, 583 RSUs converted into 583 shares of common stock under the company’s 2014 Stock Incentive Plan, which vests one-third on each grant anniversary.

Of the issued shares, 200 were returned to Axos Financial for tax withholding in a net-settlement, leaving a net increase in his directly held common stock. Following these transactions, Crow directly owned 1,716 common shares and indirectly held 198 shares through a 401(k) plan. The RSUs carry dividend equivalent rights and each represents a right to receive one share of common stock upon vesting.

Insider Trade Summary

583 shares exercised/converted

Mixed 4 txns

Insider Crow David M

Role EVP, Head of Clearing

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	583	$0.00	--
Exercise	Common Stock	583	$82.93	$48K
Disposition	Common Stock	200	$82.93	$17K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 4,772 shares (Direct); Common Stock — 1,916 shares (Direct); Common Stock — 198 shares (Indirect, 401(k) Plan)

Footnotes (1)

1. Represents shares of Common Stock issued on March 20, 2026, 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. 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. 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. Each RSU represents a contingent right to receive one share of Axos Financial, Inc. Common Stock. The RSUs vest as to one-third of the shares on each anniversary date of grant.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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)

4350 LA JOLLA VILLAGE DRIVE

SUITE 140

(Street)

SAN DIEGO CALIFORNIA 92122

(City) (State) (Zip)

UNITED STATES

(Country)

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, Head of Clearing

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

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

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

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

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								198	I	401(k) Plan
Common Stock(1)	03/20/2026		M		583	A	$82.93	1,916	D
Common Stock	03/20/2026		D		200(2)	D	$82.93	1,716	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)	03/20/2026		M			583	(5)	(5)	Common Stock	583	$0	4,772	D

Explanation of Responses:

1. Represents shares of Common Stock issued on March 20, 2026, 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.

	Derrick Walsh for David Crow	03/24/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Axos Financial (AX) EVP David M. Crow report?

David M. Crow reported the vesting and conversion of 583 restricted stock units into common shares. These RSUs were granted under Axos Financial’s 2014 Stock Incentive Plan and vest in three equal annual installments from the grant date, reflecting standard equity compensation.

How many Axos Financial (AX) shares were withheld for taxes in this Form 4?

Axos Financial retained 200 common shares for tax withholding in connection with the RSU vesting. This net-settlement method returns a portion of newly issued shares to the company to satisfy tax obligations instead of paying cash, leaving the executive with fewer shares than originally issued.

How many Axos Financial (AX) shares does David M. Crow hold after these transactions?

After the reported activity, David M. Crow directly held 1,716 shares of Axos Financial common stock. In addition, he indirectly held 198 shares through a 401(k) plan, as disclosed in the filing, reflecting his combined direct and retirement-plan exposure to the company’s equity.

What are the terms of the Axos Financial (AX) restricted stock units reported?

The restricted stock units were granted under Axos Financial’s 2014 Stock Incentive Plan and vest as to one-third of the shares on each anniversary of the grant date. Each RSU represents a contingent right to receive one common share and carries dividend equivalent rights.

Was the Axos Financial (AX) Form 4 transaction an open-market sale?

No, the filing describes an RSU vesting with shares issued and a portion returned to Axos Financial for tax withholding. The 200-share disposition was to the issuer in a net-settlement, not an open-market sale, and reflects routine tax-related handling of equity compensation.