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Axos Financial CRO reports RSU vesting, new grant

Axos Financial’s Chief Risk Officer reported RSU vesting, a new RSU grant, tax-withholding share retention, and updated 401(k) holdings.

(Moderate)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Axos Financial, Inc. (AX) reported that EVP and Chief Risk Officer John Charles Tolla had Restricted Stock Units (RSUs) vest into 3,502 shares of Common Stock on September 15, 2026, and received a new grant of 2,968 RSUs under the company’s 2014 Stock Incentive Plan. Of the vested shares, 1,885 shares of Common Stock were retained by Axos Financial, Inc. for tax withholding in a net-settlement, with the remaining vested shares issued to the reporting person. The RSUs carry dividend equivalent rights and vest in equal one-third installments on each anniversary of the grant date. The filing also reports 2,723 shares of Common Stock held indirectly in a 401(k) Plan, and no transactions were made under a Rule 10b5-1 trading plan.

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Insider Tolla John Charles
Role EVP, Chief Risk Officer
Type Security Shares Price Value
Exercise Restricted Stock Units F3, F4, F5 3,502 $0.00 $0.00
Grant/Award Restricted Stock Units F6, F4, F5 2,968 $0.00 $0.00
Exercise Common Stock F1 3,502 $92.68 $325K
Disposition Common Stock F2 1,885 $92.68 $175K
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 21,270 contracts (Direct); Common Stock — 30,911 shares (Direct); Common Stock — 2,723 shares (Indirect, 401(k) Plan)
Footnotes (6)
  1. F1. Represents shares of Common Stock issued on September 15, 2026, 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. F2. 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. F3. 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. F4. Each RSU represents a contingent right to receive one share of Axos Financial, Inc. Common Stock.
  5. F5. The RSUs vest as to one-third of the shares on each anniversary date of grant.
  6. F6. Grant to the reporting person on September 15, 2026 of restricted stock units ("RSUs") under the Axos Financial, Inc. 2014 Stock Incentive Plan.
RSUs vested into Common Stock 3,502 shares Vesting on September 15, 2026 for EVP, Chief Risk Officer
New RSU grant 2,968 RSUs Granted on September 15, 2026 under 2014 Stock Incentive Plan
Shares withheld for taxes 1,885 shares Common Stock retained by Axos Financial for tax withholding on vested RSUs
RSU-to-share ratio 1 share per RSU Each RSU represents a contingent right to receive one share of Common Stock
Share price used in transactions $92.68 per share Price reported for Common Stock transactions on September 15, 2026
Indirect 401(k) holdings 2,723 shares Common Stock held indirectly in a 401(k) Plan after reported transactions
Restricted Stock Units financial
"Grant to the reporting person on September 15, 2026 of restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
dividend equivalent rights financial
"The RSUs are accompanied by dividend equivalent rights."
Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.
net-settlement financial
"in connection with the net-settlement on the issuance of shares of Common Stock"
tax withholding financial
"shares of Common Stock retained by Axos Financial, Inc. for tax withholding purposes"
Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.
401(k) Plan financial
"Common Stock held indirectly in a 401(k) Plan"
A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What RSU vesting did Axos Financial (AX) report for John Charles Tolla?

Axos Financial reported that 3,502 Restricted Stock Units vested for EVP and Chief Risk Officer John Charles Tolla on September 15, 2026, resulting in the issuance of 3,502 shares of Common Stock before tax withholding net-settlement.

What new RSU award did the Axos Financial (AX) executive receive?

On September 15, 2026, the executive received a grant of 2,968 Restricted Stock Units under the Axos Financial, Inc. 2014 Stock Incentive Plan. These RSUs vest as to one-third of the shares on each anniversary of the grant date.

How many Axos Financial (AX) shares were used for tax withholding?

In connection with the RSU vesting, 1,885 shares of Axos Financial Common Stock were retained by the company for tax withholding purposes as part of a net-settlement on the issuance of vested RSU shares.

Do the Axos Financial (AX) RSUs include dividend equivalent rights?

Yes. The filing states that the Restricted Stock Units granted to the reporting person under the Axos Financial, Inc. 2014 Stock Incentive Plan are accompanied by dividend equivalent rights, with each RSU representing a contingent right to receive one share of Common Stock.

Were the Axos Financial (AX) insider transactions under a Rule 10b5-1 plan?

No. The document-level Rule 10b5-1 checkbox is unchecked, indicating that the reported transactions were not affirmed as being made under a Rule 10b5-1 trading plan.

What indirect Axos Financial (AX) holdings were reported for the executive?

The Form 4 reports 2,723 shares of Axos Financial Common Stock held indirectly through a 401(k) Plan, in addition to the directly held shares associated with the RSU vesting and withholding transactions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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).
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*
Tolla John Charles

(Last)(First)(Middle)
9205 WEST RUSSELL ROAD
SUITE 400

(Street)
LAS VEGAS NEVADA 89148

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Axos Financial, Inc. [ AX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Chief Risk Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock(1)09/15/2026M3,502A$92.6832,796D
Common Stock09/15/2026D1,885(2)D$92.6830,911D
Common Stock2,723I401(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(3)(4)09/15/2026M3,502 (5) (5)Common Stock3,502$0.018,302D
Restricted Stock Units(6)(4)09/15/2026A2,968 (5) (5)Common Stock2,968$0.021,270D
Explanation of Responses:
1. Represents shares of Common Stock issued on September 15, 2026, 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, 2026 of restricted stock units ("RSUs") under the Axos Financial, Inc. 2014 Stock Incentive Plan.
By: Derrick Walsh For: John Tolla09/16/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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