Axos Form 4: Bar-Adon Eshel Receives 1,722 Shares; Tax Withholding Reduces Net Shares

Rhea-AI Filing Summary

Bar-Adon Eshel, Executive Vice President, Strategic Partnerships at Axos Financial, had 1,722 shares of common stock issued on September 23, 2025 following the vesting of restricted stock units (RSUs). The RSUs vest one-third on each anniversary of grant and are accompanied by dividend equivalent rights. Axos withheld 927 shares for tax purposes in connection with the net-settlement, leaving the reporting person with 127,537 shares of common stock directly after the withholding. The filing also shows 3,232 shares beneficially owned indirectly through a 401(k) plan and 14,293 RSUs

Positive

• 1,722 shares issued on vesting of RSUs, demonstrating compensation alignment with equity incentives
• Disclosure shows compliance with Section 16 reporting and RSU plan terms, including tax withholding mechanics

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider received vested RSUs totaling 1,722 shares; modest net increase in direct holdings after tax withholding.

The Form 4 documents a routine equity compensation event: the vesting and issuance of 1,722 shares from previously granted RSUs at an implied price of $88.46 per share. Net-settlement for taxes resulted in 927 shares withheld, so direct beneficial ownership after the transaction is reported as 127,537 shares. The filer also retains 14,293 RSUs and an indirect 401(k) holding of 3,232 shares. This is a standard employee compensation vest and does not by itself indicate a change in company fundamentals.

Corporate Governance Expert

TL;DR: This is a standard disclosure of RSU vesting and tax withholding by an executive; governance procedures appear followed.

The filing discloses the mechanics of RSU vesting under the 2014 Stock Incentive Plan and confirms net-share settlement for tax withholding. The inclusion of RSU vesting schedule details and the signature by a company representative indicate compliance with Section 16 reporting requirements. No departures, sales beyond withholding, or unusual transfers are reported.

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).

1. Name and Address of Reporting Person^*

Bar-Adon Eshel

(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
X	Officer (give title below)		Other (specify below)
	EVP, Strategic Partnerships an

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		1,722	A	$88.46	128,464	D
Common Stock	09/23/2025		D		927(2)	D	$88.46	127,537	D
Common Stock								3,232	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			1,722	(5)	(5)	Common Stock	1,722	$88.46	14,293	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: Eshel Bar-Adon	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.
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FAQ

What did the Form 4 for Axos Financial (AX) disclose on 09/23/2025?

The filing discloses that 1,722 shares were issued to Bar-Adon Eshel upon vesting of RSUs on September 23, 2025, with 927 shares withheld for taxes.

How many shares does Bar-Adon Eshel beneficially own after the reported transaction?

After the reported transactions, the filing shows 127,537 shares beneficially owned directly and 3,232 shares beneficially owned indirectly through a 401(k) plan.

What is the price shown on the Form 4 for the vested RSUs?

The transaction lists a price of $88.46 per share associated with the issuance of the vested RSUs.

How do the RSUs vest according to the filing?

The RSUs vest as to one-third of the shares on each anniversary of the grant date and are accompanied by dividend equivalent rights.

Why were some shares listed as disposed of on the Form 4?

The filing explains that 927 shares were retained by Axos Financial for tax withholding in connection with the net-settlement of the vested RSUs.