Axos Insider Filing: CFO Receives 1,993 Shares; Tax Withholding of 1,073 Shares

Rhea-AI Filing Summary

Derrick Walsh, EVP and Chief Financial Officer of Axos Financial (AX) reported the vesting and settlement of restricted stock units on 09/23/2025. 1,993 shares were issued upon RSU vesting at an effective price of $88.46 per share, increasing his direct beneficial ownership to 44,005 shares before tax withholding.

Axos withheld 1,073 shares to satisfy taxes related to the net settlement, leaving Walsh with 42,932 shares directly owned and 2,737 shares indirectly held through a 401(k) plan. The RSUs were granted under the company’s 2014 Stock Incentive Plan and vest one-third annually.

Positive

• RSU vesting increased insider alignment: 1,993 shares issued upon vesting, reinforcing executive ownership
• Full disclosure of plan and vesting terms: RSUs granted under the 2014 Stock Incentive Plan with one-third annual vesting

Negative

• Shares withheld for taxes: 1,073 shares retained by the issuer, reducing net shares delivered to the insider

Insights

Financial Analyst

TL;DR: Routine executive RSU vesting increased reported ownership; net settlement for taxes reduced the delivered shares.

The filing documents a standard equity compensation event rather than a market-directed sale. 1,993 RSUs vested and converted to common shares at an implied value of $88.46 per share, with 1,073 shares withheld for tax purposes. Net result: a modest change in direct holdings to 42,932 shares plus 2,737 indirect via a 401(k). This is a predictable dilution-neutral internal compensation settlement and does not indicate a discretionary cash sale by the insider.

Corporate Governance Expert

TL;DR: Compliance appears proper; disclosure shows vesting schedule, tax withholding, and plan provenance.

The Form 4 discloses material elements required for Section 16 reporting: the RSU grant source, vesting pattern (one-third annually), and the tax-withholding share retention. The transaction types are coded appropriately and the signature/attestation is included. The report signals standard compensation governance practices rather than unusual insider activity.

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).

1. Name and Address of Reporting Person^*

Walsh Derrick

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2025

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)	09/23/2025		M		1,993	A	$88.46	44,005	D
Common Stock	09/23/2025		D		1,073(2)	D	$88.46	42,932	D
Common Stock								2,737	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units(3)	(4)	09/23/2025		M			1,993	(5)	(5)	Common Stock	1,993	$88.46	16,672	D

Explanation of Responses:

1. Represents shares of Common Stock issued on September 23, 2025, 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.

	By: Andrew Micheletti For: Derrick Walsh	09/25/2025
	** 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 activity did Axos Financial (AX) report for Derrick Walsh?

The Form 4 reports the vesting of 1,993 RSUs on 09/23/2025, conversion to common stock at $88.46 per share, and withholding of 1,073 shares for taxes.

How many Axos (AX) shares does Derrick Walsh beneficially own after the transaction?

After the reported transactions Walsh beneficially owns 42,932 shares directly and 2,737 shares indirectly through a 401(k) plan.

Under which plan were the Axos RSUs granted to Derrick Walsh?

The RSUs were granted under the Axos Financial, Inc. 2014 Amended and Restated 2014 Stock Incentive Plan.

What is the vesting schedule for Derrick Walsh's RSUs reported in the Form 4?

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

Why were some Axos shares withheld in this transaction?

Axos retained 1,073 shares to satisfy tax withholding obligations in connection with the net settlement of the vested RSUs.