Axos Financial (AX) president gains net shares after RSU vesting and tax withholding

Rhea-AI Filing Summary

Axos Financial, Inc. President, Consumer Bank Brian D. Swanson reported routine equity compensation activity involving vested restricted stock units. On March 20, 2026, RSUs covering 4,120 shares of common stock vested and were converted into shares. Of these, 2,221 shares were returned to Axos Financial to satisfy tax withholding obligations, leaving Swanson with a net increase of 1,899 common shares. Following these transactions, he holds 58,023 common shares directly and 2,869 common shares indirectly through a 401(k) plan.

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^*

Swanson Brian D

(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)
	President, Consumer Bank

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								2,869	I	401(k) Plan
Common Stock(1)	03/20/2026		M		2,943	A	$82.93	59,067	D
Common Stock(1)	03/20/2026		M		1,177	A	$82.93	60,244	D
Common Stock	03/20/2026		D		1,587(2)	D	$82.93	58,657	D
Common Stock	03/20/2026		D		634(2)	D	$82.93	58,023	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			2,943	(5)	(5)	Common Stock	2,943	$0	21,833	D
Restricted Stock Units(3)	(4)	03/20/2026		M			1,177	(6)	(6)	Common Stock	1,177	$0	20,656	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 over four years, one-fourth of the shares on each anniversary date of grant.

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

	Derrick Walsh for Brian Swanson	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) report for Brian D. Swanson?

Axos Financial reported that Brian D. Swanson had restricted stock units vest into 4,120 common shares. A portion of these shares was withheld by the company for taxes, and the remainder increased his direct common stock holdings.

How many Axos Financial shares vested for Brian D. Swanson in this Form 4?

A total of 4,120 Axos Financial common shares vested for Brian D. Swanson from restricted stock units. These RSUs were previously granted under the company’s stock incentive plans and converted one-for-one into common stock as described in the footnotes.

Were any of Brian D. Swanson’s Axos Financial shares sold on the open market?

No open-market sales are shown. The Form 4 records shares returned to Axos Financial for tax withholding in connection with RSU vesting, categorized as dispositions to the issuer rather than market sales, which is a standard net-settlement mechanism for equity compensation.

How many Axos Financial shares were withheld for taxes from Swanson’s RSU vesting?

The filing shows 1,587 and 634 Axos Financial common shares, totaling 2,221 shares, retained by the company for tax withholding. This occurred as part of the net settlement when vested restricted stock units were converted into common stock.

What are Brian D. Swanson’s Axos Financial share holdings after these transactions?

After the reported transactions, Brian D. Swanson directly owns 58,023 Axos Financial common shares. He also has an indirect holding of 2,869 common shares through a 401(k) plan, according to the Form 4 ownership table.

How do the restricted stock units reported for Axos Financial’s Swanson vest over time?

The footnotes state that certain restricted stock units vest over four years with one-fourth each year, while others vest one-third each year. Each vested unit converts into one Axos Financial common share, reflecting the company’s long-term incentive structure.