[Form 4] Axos Financial, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Axos Financial, Inc. (AX) director Paul Grinberg reported equity compensation activity involving the company’s common stock and restricted stock units (RSUs). On 11/14/2025, 12,865 RSUs were converted into the same number of common shares at an exercise price of $0.00 per share, increasing his holdings. On the same date, 6,432 common shares were withheld and surrendered to Axos Financial, Inc. at $79.12 per share to cover tax liabilities tied to the vesting, leaving 119,728 common shares beneficially owned directly.

The filing also shows a new grant of 10,845 RSUs on 11/14/2025 in connection with Grinberg’s service on the Board of Directors. Each RSU represents a right to receive one share of Axos common stock, and these RSUs fully vest on January 3, 2027, subject to the terms of the company’s Amended and Restated 2014 Stock Incentive 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^*

Grinberg Paul

(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		12,865	A	$79.12	126,160	D
Common Stock(1)	11/14/2025		D		6,432(2)	D	$79.12	119,728	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			12,865	(5)	(5)	Common Stock	12,865	$0.0	0	D
Restricted Stock Units(6)	(4)	11/14/2025		A		10,845		(7)	(7)	Common Stock	10,845	$0.0	10,845	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: Paul Grinberg	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.
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FAQ

What insider transaction did Axos Financial (AX) report for Paul Grinberg?

Director Paul Grinberg reported the vesting and settlement of 12,865 restricted stock units (RSUs) into Axos Financial common stock on 11/14/2025, along with related tax share withholding.

How many Axos Financial (AX) shares does Paul Grinberg beneficially own after this Form 4?

Following the reported transactions, Paul Grinberg beneficially owns 119,728 shares of Axos Financial common stock directly, plus 10,845 RSUs that may convert into shares in the future.

What was the price associated with the Axos Financial (AX) tax withholding shares?

The filing states that 6,432 common shares were disposed of (retained by Axos Financial, Inc. for tax purposes) at a price of $79.12 per share to satisfy tax liabilities from the vested RSUs.

What are the terms of the new RSU grant reported for Axos Financial (AX)?

On 11/14/2025, Grinberg received a grant of 10,845 RSUs under the Axos Financial, Inc. Amended and Restated 2014 Stock Incentive Plan. Each RSU represents one share of common stock, has an exercise price of $0.00, and fully vests on January 3, 2027.

Why were some Axos Financial (AX) shares surrendered in this Form 4?

The filing explains that 6,432 shares of Axos Financial common stock were retained by the company and exchanged for cash paid to Grinberg to cover tax liabilities related to the vested RSUs.

Under which plan were the Axos Financial (AX) RSUs granted to the director?

The RSUs, including the newly reported 10,845-unit grant, were issued under the Axos Financial, Inc. Amended and Restated 2014 Stock Incentive Plan in connection with Grinberg’s service on the Board of Directors.