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

Rhea-AI Filing Summary

Axos Financial insider Thomas M. Constantine received and settled restricted stock units on September 15, 2025. The filing shows vesting and issuance of RSUs under the Axos Financial, Inc. 2014 Stock Incentive Plan. On that date, 1,926 RSUs and 1,055 RSUs were issued (reported as acquisitions) and an additional grant of 2,769 RSUs was recorded as acquired. Axos withheld shares for tax purposes: 1,037 and 568 shares were retained in net-settlement transactions. Following these transactions the reporting person held 14,652, 15,707, and 17,421 shares of common stock tied to the various RSU groups and 2,776 shares indirectly via a 401(k) plan. The Form 4 was signed on behalf of the reporting person on 09/17/2025.

Insights

Securities Analyst

TL;DR: Routine executive equity vesting and net-share tax withholding; non-material to company operations.

The Form 4 documents time-based vesting of restricted stock units for an executive under the companys 2014 Stock Incentive Plan. The transactions consist of RSU vesting and issuance, accompanied by net-settlement share withholding for taxes. Reported direct and indirect holdings are updated accordingly. These actions reflect compensation settlements rather than open-market purchases or disposals and do not indicate changes to corporate strategy, financing, or control.

Corporate Governance Expert

TL;DR: Compensation administration event consistent with standard equity plan vesting; disclosure is compliant.

The filing specifies vesting schedules (one-third annual vesting) and that RSUs include dividend equivalents. Share withholding for taxes is explicitly reported. Documentation includes plan references and net-settlement amounts. From a governance perspective, the disclosure meets Section 16 reporting requirements and clarifies post-transaction beneficial ownership and indirect holdings via a 401(k) 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^*

Constantine Thomas M

(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
	Officer (give title below)	X	Other (specify below)
			EVP, Chief Credit Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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)	09/15/2025		M		1,055	A	$90.29	18,075	D
Common Stock(1)	09/15/2025		M		1,926	A	$90.29	20,001	D
Common Stock	09/15/2025		D		1,037(2)	D	$90.29	18,964	D
Common Stock	09/15/2025		D		568(2)	D	$90.29	18,396	D
Common Stock								2,776	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)	09/15/2025		M			1,926	(5)	(5)	Common Stock	1,926	$0.0	15,707	D
Restricted Stock Units(3)	(4)	09/15/2025		M			1,055	(5)	(5)	Common Stock	1,055	$0.0	14,652	D
Restricted Stock Units(6)	(4)	09/15/2025		A		2,769		(5)	(5)	Common Stock	2,769	$0.0	17,421	D

Explanation of Responses:

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

6. Grant to the reporting person on September 15, 2025 of restricted stock units ("RSUs") under the Axos Financial, Inc. 2014 Stock Incentive Plan.

	By: Derrick Walsh For: Thomas Constantine	09/17/2025
	** 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.
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.

FAQ

What did Axos Financial insider Thomas Constantine report on Form 4 (AX)?

The filing reports vesting and issuance of RSUs on 09/15/2025, net-share withholding for taxes, and updated beneficial ownership balances.

How many restricted stock units vested for Thomas Constantine on 09/15/2025?

1,926 RSUs and 1,055 RSUs vested and were issued; an additional grant of 2,769 RSUs was recorded.

Were any shares withheld for taxes in the Form 4 filing?

Yes. Axos retained 1,037 and 568 shares in net-settlement transactions for tax withholding related to the vested RSUs.

What are the reporting persons share holdings after the transactions?

Post-transaction reported holdings include 14,652, 15,707, and 17,421 shares tied to the RSU groups, plus 2,776 shares held indirectly via a 401(k) plan.

Under which plan were the RSUs granted?

The RSUs were granted under the Axos Financial, Inc. 2014 Stock Incentive Plan and include dividend equivalent rights.