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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 1,993 | $88.46 | $176K |
| Exercise | Common Stock | 1,993 | $88.46 | $176K |
| Disposition | Common Stock | 1,073 | $88.46 | $95K |
| holding | Common Stock | -- | -- | -- |
Footnotes (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. 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 Plan. The RSUs are accompanied by dividend equivalent rights. Each RSU represents a contingent right to receive one share of Axos Financial, Inc. Common Stock. The RSUs vest as to one-third of the shares on each anniversary date of grant.
