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

Rhea-AI Filing Summary

Gregory Garrabrants, President and Chief Executive Officer of Axos Financial, Inc. (AX), was granted 193,811 restricted stock units (RSUs) on 09/05/2025 under the Axos Financial, Inc. 2014 Stock Incentive Plan as part of his employment contract. Each RSU represents a contingent right to receive one share of common stock, and the award vests over four years with one-fourth vesting on each fiscal year-end following the grant date. After the grant, the filing reports direct beneficial ownership of 594,779 shares. The RSUs carry a reported price of $0.0, indicating no cash purchase price shown on the Form 4.

Positive

• Grant of 193,811 RSUs to the CEO documented on Form 4
• RSUs convert one‑for‑one into common stock, clarifying the equity linkage
• Vesting over four years (one‑fourth per fiscal year‑end) provides a clear retention schedule
• Reported direct beneficial ownership of 594,779 shares after the grant

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: CEO received a time‑vested equity award consistent with standard retention and alignment practices for senior executives.

The Form 4 documents a grant of 193,811 RSUs to the CEO under the company’s 2014 plan with four‑year annual vesting. This structure ties long‑term compensation to equity ownership and aligns the CEO’s realized compensation with future stock performance. The filing shows the award as contingent RSUs convertible one‑for‑one into common shares and reports total direct beneficial ownership of 594,779 shares following the grant. No additional compensation terms, performance conditions, or cash payments are disclosed in the filing.

Compensation Analyst

TL;DR: A significant equity grant was issued that vests annually over four years; details are limited to vesting schedule and share counts.

The disclosure specifies the grant amount (193,811 RSUs), one‑to‑one share conversion, and a four‑year vesting schedule (one‑fourth each fiscal year‑end). The Form 4 does not disclose additional performance criteria, acceleration terms, or grant valuation. The reported price is $0.0, consistent with RSUs that do not require cash exercise. The filing is informative on quantity and vesting but omits other compensation mechanics that would affect pay‑for‑performance assessment.

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
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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^*

Garrabrants Gregory

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

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

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(1)	(2)	09/05/2025		A		193,811		(3)	(3)	Common Stock	193,811	$0.0	594,779	D

Explanation of Responses:

1. Grant to the reporting person on September 5, 2025 of restricted stock units ("RSUs") under the Axos Financial, Inc. 2014 stock incentive plan in connection with the reporting person's employment contract as Chief Executive Officer.

2. Each RSU represents a contingent right to receive one share of Axos Financial, Inc. Common Stock.

3. The RSUs vest over four years, one-fourth on each fiscal year-end following the date of grant.

	By: Derrick Walsh For: Gregory Garrabrants	09/08/2025
	** 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 was disclosed in the AX Form 4 for Gregory Garrabrants?

The Form 4 discloses a grant of 193,811 restricted stock units (RSUs) to Gregory Garrabrants, each RSU representing one share, vesting over four years.

How many RSUs did Axos Financial (AX) grant to its CEO?

193,811 RSUs were granted to the reporting person according to the Form 4.

What is the vesting schedule for the RSUs reported on the AX Form 4?

The RSUs vest over four years, with one‑fourth vesting on each fiscal year‑end following the grant date.

Does each RSU convert to a share of Axos Financial common stock?

Yes. Each RSU represents a contingent right to receive one share of Axos Financial common stock.

What is the reported beneficial ownership after the RSU grant?

The filing reports direct beneficial ownership of 594,779 shares following the reported transaction.