Axos EVP exercises RSUs, gets new equity grant

Axos Financial, Inc. EVP and Chief Credit Officer Thomas M. Constantine reported compensation-related equity activity.

Accepted by SEC EDGAR 03/16/2026 - 07:39 PM EDT

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Form Type

Rhea-AI Filing Summary

Axos Financial, Inc. EVP and Chief Credit Officer Thomas M. Constantine reported compensation-related equity activity. On March 15, 2026, previously granted restricted stock units vested into 3,617 shares of common stock, and Axos retained 1,168 and 855 shares for tax withholding. He also received a new grant of 2,953 RSUs. Following these transactions, he directly holds 17,671 shares of common stock, 14,718 RSUs, and indirectly holds 2,934 shares through a 401(k) plan.

Insider Trade Summary

3,617 shares exercised/converted

Exercise 7 txns

Insider Constantine Thomas M

Role Insider

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,032	$0.00	$0.00
Exercise	Restricted Stock Units	1,585	$0.00	$0.00
Grant/Award	Restricted Stock Units	2,953	$0.00	$0.00
Exercise	Common Stock	2,032	$84.68	$172K
Exercise	Common Stock	1,585	$84.68	$134K
Disposition	Common Stock	1,168	$84.68	$99K
Disposition	Common Stock	855	$84.68	$72K
Holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 14,718 contracts (Direct); Common Stock — 17,671 shares (Direct); Common Stock — 2,934 shares (Indirect, 401(k) Plan)

Footnotes (6)

F1. Represents shares of Common Stock issued on March 15, 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.
F2. 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.
F3. 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.
F4. Each RSU represents a contingent right to receive one share of Axos Financial, Inc. Common Stock.
F5. The RSUs vest as to one-third of the shares on each anniversary date of grant.
F6. Grant to the reporting person on March 15, 2026 of restricted stock units ("RSUs") under the Axos Financial, Inc. 2014 Stock Incentive Plan.

FAQ

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What insider transactions did Axos Financial (AX) report for Thomas M. Constantine?

Axos Financial reported that EVP and Chief Credit Officer Thomas M. Constantine had restricted stock units vest into 3,617 common shares and received a new grant of 2,953 RSUs, all as part of equity-based compensation activity on March 15, 2026.

How many Axos Financial (AX) shares does Thomas M. Constantine hold after this Form 4?

After the reported transactions, Thomas M. Constantine directly holds 17,671 shares of Axos Financial common stock, plus 14,718 restricted stock units, and indirectly holds 2,934 additional shares through a 401(k) plan, according to the Form 4 data provided.

Were Thomas M. Constantine’s Axos Financial (AX) transactions open-market sales or tax-related?

The Form 4 shows no open-market sales. Shares labeled as dispositions were retained by Axos Financial for tax withholding in connection with net settlement of vested RSUs, meaning they were returned to the issuer rather than sold in the market.

What new restricted stock units did Axos Financial (AX) grant to Thomas M. Constantine?

Axos Financial granted Thomas M. Constantine 2,953 new restricted stock units on March 15, 2026 under its 2014 Stock Incentive Plan. Each RSU represents a contingent right to receive one share of Axos Financial common stock, with vesting over three annual installments.

How do the Axos Financial (AX) RSUs held by Thomas M. Constantine vest?

The restricted stock units vest in three equal installments, with one-third of the units vesting on each anniversary of the grant date. This schedule applies to the RSUs previously granted and to the 2,953 RSUs granted on March 15, 2026, under Axos Financial’s stock plan.

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Form 4 Insider Transactions: What Each Field Means →

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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
Estimated average burden
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^*

Constantine Thomas M

(Last)

(First)

(Middle)

9205 WEST RUSSELL ROAD

SUITE 400

(Street)

LAS VEGAS

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, Chief Credit Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	03/15/2026		M		2,032	A	$84.68	18,109	D
Common Stock⁽¹⁾	03/15/2026		M		1,585	A	$84.68	19,694	D
Common Stock	03/15/2026		D		1,168⁽²⁾	D	$84.68	18,526	D
Common Stock	03/15/2026		D		855⁽²⁾	D	$84.68	17,671	D
Common Stock								2,934	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽³⁾	⁽⁴⁾	03/15/2026		M			2,032	⁽⁵⁾	⁽⁵⁾	Common Stock	2,032	$0.0	13,350	D
Restricted Stock Units⁽³⁾	⁽⁴⁾	03/15/2026		M			1,585	⁽⁵⁾	⁽⁵⁾	Common Stock	1,585	$0.0	11,765	D
Restricted Stock Units⁽⁶⁾	⁽⁴⁾	03/15/2026		A		2,953		⁽⁵⁾	⁽⁵⁾	Common Stock	2,953	$0.0	14,718	D

Explanation of Responses:

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

6. Grant to the reporting person on March 15, 2026 of restricted stock units ("RSUs") under the Axos Financial, Inc. 2014 Stock Incentive Plan.

	By: Derrick Walsh For: Thomas Constantine	03/16/2026
	** 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.

Source: View Original Filing on SEC EDGAR