Axos Financial (AX) Form 4 shows RSU vesting and tax share withholding

Rhea-AI Filing Summary

Axos Financial, Inc. (AX) director James Argalas reported equity compensation activity involving the company’s common stock. On 11/14/2025, 4,289 shares of common stock were issued following the vesting of Restricted Stock Units (RSUs) granted under the Axos Financial, Inc. Amended and Restated 2014 Stock Incentive Plan, in connection with his service on the Board of Directors.

On the same date, 2,144 shares of common stock were retained by Axos Financial, Inc. in exchange for cash paid to cover tax liabilities related to the vested RSUs, leaving 73,340 shares of common stock beneficially owned directly after these transactions. In addition, 3,615 new RSUs were granted, each representing a contingent right to receive one share of common stock, and these RSUs are scheduled to fully vest on January 3, 2027.

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

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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^*

Argalas James S

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2025

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)	11/14/2025		M		4,289	A	$79.12	75,484	D
Common Stock	11/14/2025		D		2,144(2)	D	$79.12	73,340	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)	11/14/2025		M			4,289	(5)	(5)	Common Stock	4,289	$0.0	0	D
Restricted Stock Units(6)	(4)	11/14/2025		A		3,615		(7)	(7)	Common Stock	3,615	$0.0	3,615	D

Explanation of Responses:

1. Represents shares of Common Stock issued on November 14, 2024, following the vesting of Restricted Stock Units ("RSUs") which vest on the one-year anniversary of the date of grant. The RSUs were previously granted to the reporting person under the Axos Financial, Inc. Amended and Restated 2014 Stock Incentive Plan.

2. Represents shares of Common Stock retained by Axos Financial, Inc. in exchange for cash paid to the reporting person for tax liabilities in respect to the vested RSUs.

3. The RSUs were granted to the reporting person under the Axos Financial, Inc. Amended and Restated 2014 Stock Incentive Plan in connection with the reporting person's service as a member of the Board of Directors.

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

5. The RSUs fully vest on the one year anniversary of the grant date.

6. The RSUs were granted to the reporting person under the Axos Financial, Inc. Amended and Restated 2014 Stock Incentive Plan in connection with the reporting person's service as a member of the Board of Directors.

7. The RSU's fully vest on January 3, 2027.

	By: Derrick Walsh For: James Argalas	11/18/2025
	** 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.
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.

FAQ

What insider transaction did Axos Financial (AX) report for director James Argalas?

Director James Argalas reported the vesting of 4,289 RSU-based shares of Axos Financial, Inc. common stock on 11/14/2025, along with related share withholding for taxes and a new RSU grant.

How many Axos Financial (AX) shares did James Argalas receive and retain for taxes?

On 11/14/2025, 4,289 shares of Axos Financial common stock were issued upon RSU vesting, and 2,144 of those shares were retained by the company in exchange for cash to cover tax liabilities.

How many Axos Financial (AX) shares does James Argalas beneficially own after the reported transactions?

Following the reported transactions on 11/14/2025, James Argalas beneficially owns 73,340 shares of Axos Financial, Inc. common stock directly.

What new Restricted Stock Units (RSUs) were granted to the Axos Financial (AX) director?

On 11/14/2025, 3,615 RSUs were granted to James Argalas under the Axos Financial, Inc. Amended and Restated 2014 Stock Incentive Plan, each RSU representing a contingent right to receive one share of common stock.

When do the newly granted Axos Financial (AX) RSUs to James Argalas vest?

The newly granted 3,615 RSUs to James Argalas are scheduled to fully vest on January 3, 2027, according to the explanation of responses.

Under what plan were the Axos Financial (AX) RSUs to James Argalas granted?

The RSUs were granted under the Axos Financial, Inc. Amended and Restated 2014 Stock Incentive Plan, in connection with his service as a member of the Board of Directors.