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Axos (AX) CEO Garrabrants logs RSU vesting, tax withholding and 1.62M-share stake

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Axos Financial, Inc. President and CEO Gregory Garrabrants reported routine equity compensation activity and related tax withholding. On June 30, 2026, Restricted Stock Units (RSUs) vested and were exercised into 202,032 shares of Common Stock, issued under the company’s 2014 Stock Incentive Plans.

Of these, 108,995 shares of Common Stock were retained by Axos Financial, Inc. to satisfy tax withholding obligations through a net-settlement. Following these transactions, Garrabrants directly holds 1,618,261 shares of Common Stock and 392,747 RSUs, with additional indirect holdings through a trust and a 401(k) plan.

Positive

  • None.

Negative

  • None.
Insider Garrabrants Gregory
Role President and CEO
Type Security Shares Price Value
Exercise Restricted Stock Units 202,032 $0.00 --
Grant/Award Common Stock 202,032 $97.39 $19.68M
Disposition Common Stock 108,995 $97.39 $10.62M
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 392,747 shares (Direct, null); Common Stock — 1,618,261 shares (Direct, null); Common Stock — 3,047 shares (Indirect, 401(k) Plan)
Footnotes (1)
  1. Represents shares of Common Stock issued on June 30, 2026 following the vesting of Restricted Stock Units ("RSUs") which vest one-fourth each year. The RSUs were previously granted to the reporting person under the Axos Financial, Inc. 2014 Stock Incentive Plans in connection with the reporting person's employment agreement as President and Chief Executive Officer. 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 Plans in connection with the reporting person's employment agreement as President and Chief Executive Officer. Each RSU represents a contingent right to receive one share of Axos Financial, Inc. Common Stock. The RSUs are accompanied by dividend equivalent rights. The RSUs vest over four years, one-fourth on each fiscal year-end following the date of grant.
RSUs exercised 202,032 shares RSUs converted to Common Stock on June 30, 2026
Shares withheld for taxes 108,995 shares Common Stock retained by Axos for tax withholding
Direct Common Stock holdings 1,618,261 shares Shares of Common Stock held directly after transactions
Outstanding RSUs 392,747 units RSUs remaining after June 30, 2026 vesting
Indirect trust holdings 170,680 shares Common Stock held indirectly by trust
401(k) plan holdings 3,047 shares Common Stock held indirectly via 401(k) plan
Reference share value $97.39 per share Price per share used for RSU-related Common Stock entries
Restricted Stock Units financial
"Represents shares of Common Stock issued on June 30, 2026 following the vesting of Restricted Stock Units ("RSUs")"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
net-settlement financial
"in connection with the net-settlement on the issuance of shares of Common Stock in respect to the vested RSUs."
dividend equivalent rights financial
"Each RSU represents a contingent right to receive one share of Axos Financial, Inc. Common Stock. The RSUs are accompanied by dividend equivalent rights."
Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.
tax withholding financial
"Represents shares of Common Stock retained by Axos Financial, Inc. for tax withholding purposes"
Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.
2014 Stock Incentive Plans financial
"The RSUs were previously granted to the reporting person under the Axos Financial, Inc. 2014 Stock Incentive Plans"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Garrabrants Gregory
(Last)(First)(Middle)
9205 WEST RUSSELL ROAD
SUITE 400
(Street)
LAS VEGAS NEVADA 89148
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock(1)06/30/2026A202,032A$97.391,618,261D
Common Stock06/30/2026D108,995(2)D$97.391,509,266D
Common Stock3,047I401(k) Plan
Common Stock170,680Iby Trust
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(3)(3)06/30/2026M202,032 (4) (4)Common Stock202,032$0.0392,747D
Explanation of Responses:
1. Represents shares of Common Stock issued on June 30, 2026 following the vesting of Restricted Stock Units ("RSUs") which vest one-fourth each year. The RSUs were previously granted to the reporting person under the Axos Financial, Inc. 2014 Stock Incentive Plans in connection with the reporting person's employment agreement as President and Chief Executive Officer.
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 Plans in connection with the reporting person's employment agreement as President and Chief Executive Officer. Each RSU represents a contingent right to receive one share of Axos Financial, Inc. Common Stock. The RSUs are accompanied by dividend equivalent rights.
4. The RSUs vest over four years, one-fourth on each fiscal year-end following the date of grant.
By: Derrick Walsh For: Gregory Garrabrants07/01/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What equity transactions did Axos (AX) CEO Gregory Garrabrants report?

Gregory Garrabrants reported RSU vesting and related share movements. 202,032 RSUs converted into Common Stock, and 108,995 shares were withheld by Axos for taxes, reflecting routine compensation and tax-settlement activity rather than open-market trading.

How many Axos (AX) shares does the CEO hold after these transactions?

After the June 30, 2026 activity, Gregory Garrabrants directly holds 1,618,261 shares of Axos Common Stock. He also has 392,747 RSUs outstanding, plus additional indirect holdings through a trust and a 401(k) plan reported in the same filing.

What happened to the RSUs reported by Axos (AX) CEO Garrabrants?

RSUs previously granted to Gregory Garrabrants vested on June 30, 2026 and converted into 202,032 shares of Common Stock. These RSUs vest in four annual installments and were granted under Axos Financial, Inc.’s 2014 Stock Incentive Plans.

Why were some Axos (AX) shares retained by the company in this Form 4?

Axos Financial, Inc. retained 108,995 shares of Common Stock for tax withholding. This occurred as part of the net-settlement process when vested RSUs were settled in shares, covering the executive’s tax obligations without an open-market sale.

What do the RSUs and dividend equivalent rights mean for Axos (AX) CEO compensation?

The RSUs grant Gregory Garrabrants a contingent right to receive one share of Axos Common Stock per unit, with dividend equivalent rights. They vest over four years, one-fourth each fiscal year-end, aligning a portion of his compensation with long-term company performance.

Are the reported Axos (AX) CEO share movements open-market buys or sells?

The filing shows no open-market purchases or sales. Reported movements reflect RSU vesting, share issuance, and shares retained for tax withholding by Axos Financial, Inc., categorized as grant/award acquisition and disposition to the issuer, not trading on the open market.