Axos Financial director Form 4 shows RSU vesting and new grant

Rhea-AI Filing Summary

Axos Financial, Inc. (AX) reported an insider equity change by a director on a Form 4. On 11/14/2025, 4,289 Restricted Stock Units (RSUs) were settled into the same number of shares of common stock at a reference price of $79.12, increasing the director’s direct holdings to 50,498 shares. On the same date, 2,144 shares of common stock were disposed of at $79.12, representing shares retained by Axos Financial, Inc. in exchange for cash paid to the director to cover tax liabilities tied to the vested RSUs, leaving 48,354 common shares held directly. The filing also shows a new grant of 3,615 RSUs on 11/14/2025 in connection with the director’s Board service, which are scheduled to fully vest on January 3, 2027, with each RSU representing a contingent right to receive one share of common stock.

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^*

Ratinoff Edward James

(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		4,289	A	$79.12	50,498	D
Common Stock	11/14/2025		D		2,144(2)	D	$79.12	48,354	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			4,289	(5)	(5)	Common Stock	4,289	$0.0	0	D
Restricted Stock Units(6)	(4)	11/14/2025		A		3,615		(7)	(7)	Common Stock	3,615	$0.0	3,615	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: Edward Ratinoff	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).
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FAQ

What insider transaction did Axos Financial (AX) report on this Form 4?

The Form 4 reports that a director of Axos Financial, Inc. had 4,289 Restricted Stock Units settled into common stock and disposed of 2,144 shares, with the remaining shares continuing to be held directly.

How many Axos Financial (AX) shares does the director hold after the transactions?

After the reported transactions on 11/14/2025, the director beneficially owns 48,354 shares of Axos Financial, Inc. common stock in direct ownership.

Why were 2,144 Axos Financial (AX) shares disposed of in the filing?

The 2,144 shares of Axos Financial, Inc. common stock were retained by the company in exchange for cash paid to the director to satisfy tax liabilities related to the vested RSUs.

What new RSU grant is disclosed for the Axos Financial (AX) director?

The filing discloses a new grant of 3,615 Restricted Stock Units to the director on 11/14/2025 under the Axos Financial, Inc. Amended and Restated 2014 Stock Incentive Plan.

When do the newly granted RSUs for the Axos Financial (AX) director fully vest?

The newly granted RSUs for the director are scheduled to fully vest on January 3, 2027, at which time each RSU entitles the holder to receive one share of common stock.

What plan governs the RSU awards reported for Axos Financial (AX)?

The RSUs reported in the filing were granted under the Axos Financial, Inc. Amended and Restated 2014 Stock Incentive Plan, in connection with the director’s service on the Board of Directors.