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

Rhea-AI Filing Summary

Brian D. Swanson, President, Consumer Bank of Axos Financial, acquired 1,703 shares of Axos Financial common stock on 09/23/2025 upon the vesting of restricted stock units (RSUs) granted under the Axos Financial, Inc. 2014 Stock Incentive Plan at an attributable price of $88.46 per share. In connection with the net-settlement of the vested RSUs, 609 shares were retained by the company to satisfy tax withholding.

The reporting tables show Mr. Swanson's beneficial ownership after the transactions as 54,973 shares held directly and 2,737 shares held indirectly through a 401(k) plan. The RSUs vest one-third on each anniversary of the grant date and include dividend equivalent rights.

Positive

• 1,703 RSUs vested into common stock, increasing the reporting person's direct stake through equity compensation
• RSUs include dividend equivalent rights, preserving economic alignment with shareholders
• Disclosure follows Section 16 reporting, indicating compliance with insider reporting requirements

Negative

• 609 shares withheld for tax purposes reduced the net shares delivered to the reporting person
• Form shows no material sale or purchase beyond compensation vesting, so no liquidity event or meaningful change in ownership concentration is disclosed

Insights

Financial Analyst

TL;DR: Routine executive compensation vesting; modest direct share increase via vested RSUs, offset by tax withholding.

The reported transactions are standard equity compensation events: 1,703 RSUs vested and converted into common stock at an attributable price of $88.46, with 609 shares withheld for taxes. This transaction does not show an open-market sale or disposal for liquidity purposes beyond withholding. The direct beneficial ownership reported (54,973 shares) plus indirect 401(k) holdings (2,737) indicate continued insider alignment with shareholders through equity ownership. No new debt, major dispositions, or other material corporate actions are disclosed in this Form 4.

Corporate Governance Expert

TL;DR: Standard vesting and tax-withholding disclosure; reflects routine compensation governance and insider reporting compliance.

The filing documents customary plan-based vesting under the company’s 2014 Stock Incentive Plan and proper Section 16 reporting for an officer. The RSUs include dividend equivalent rights and vest in three annual tranches, which is a typical retention structure. The net-settlement for tax withholding is explicitly disclosed (609 shares), demonstrating standard administration of equity awards. No indications of departures, unusual transfers, or related-party transactions appear in this statement.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Swanson Brian D

(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)
			President, Consumer Bank

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		1,703	A	$88.46	55,582	D
Common Stock	09/23/2025		D		609(2)	D	$88.46	54,973	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			1,703	(5)	(5)	Common Stock	1,703	$88.46	25,563	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: Derrick Walsh For: Brian Swanson	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.
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 securities did Brian D. Swanson acquire for AX on 09/23/2025?

He had 1,703 restricted stock units vest and be issued as shares of Axos Financial common stock on 09/23/2025.

How many shares were withheld for taxes in the Form 4 for AX?

Axos Financial retained 609 shares in connection with net-settlement for tax withholding on the vested RSUs.

What was the attributable price per share for the vested RSUs reported in the Form 4?

The transactions list an attributable price of $88.46 per share for the RSU issuance.

How many shares does Brian D. Swanson beneficially own after the reported transactions?

The Form 4 shows 54,973 shares beneficially owned directly and 2,737 shares beneficially owned indirectly via a 401(k) plan.

Under which plan were the RSUs granted to the reporting person?

The RSUs were granted under the Axos Financial, Inc. 2014 Stock Incentive Plan and vest one-third each year.