Axos Financial (AX) director reports RSU vesting and new grant

Rhea-AI Filing Summary

Axos Financial, Inc. (AX) director transaction: A board member reported equity activity involving vested restricted stock units (RSUs) and a new RSU grant. On 11/14/2025, 4,724 RSUs were converted into an equal number of common shares, and some of those shares were withheld by Axos to cover the director's tax liabilities, leaving 43,332 common shares held directly afterward. The filing explains that these shares were issued following the vesting of RSUs that vest on the one-year anniversary of the grant date under the Axos Financial, Inc. Amended and Restated 2014 Stock Incentive Plan.

The director also holds 1,200 common shares indirectly through a spouse's IRA account. In addition, the director received a new grant of 3,982 RSUs on 11/14/2025 in connection with continued service on the Board of Directors. Each RSU represents a contingent right to receive one share of Axos common stock, with the newly granted RSUs scheduled to fully vest on January 3, 2027.

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

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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^*

COURT JAMES JOHN

(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		4,724	A	$79.12	45,694	D
Common Stock	11/14/2025		D		2,362(2)	D	$79.12	43,332	D
Common Stock(3)								1,200	I	by Spouse

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(4)	(5)	11/14/2025		M			4,724	(6)	(6)	Common Stock	4,724	$0.0	0	D
Restricted Stock Units(7)	(5)	11/14/2025		A		3,982		(8)	(8)	Common Stock	3,982	$0.0	3,982	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. IRA account for Susan M Court

4. 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.

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

6. The RSUs fully vest on the one year anniversary of the grant date.

7. 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.

8. The RSU's fully vest on January 3, 2027.

	By: Derrick Walsh For: James Court	11/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Axos Financial (AX) report for 11/14/2025?

The filing reports that a director converted 4,724 restricted stock units into Axos Financial, Inc. common shares on 11/14/2025, with part of those shares used to cover tax liabilities.

How many Axos Financial (AX) shares does the director own after the reported transaction?

After the reported transactions, the director directly owns 43,332 shares of Axos Financial, Inc. common stock and indirectly holds 1,200 shares through a spouse's IRA account.

What new RSUs were granted to the Axos Financial (AX) director?

The director received a new grant of 3,982 restricted stock units on 11/14/2025 under the Axos Financial, Inc. Amended and Restated 2014 Stock Incentive Plan.

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

The newly granted 3,982 restricted stock units are scheduled to fully vest on January 3, 2027, subject to the plan terms.

How are RSUs described in this Axos Financial (AX) insider filing?

Each restricted stock unit represents a contingent right to receive one share of Axos Financial, Inc. common stock, typically vesting on the one-year anniversary of the grant date or on a specified future date.

Why were some Axos Financial (AX) shares retained by the company in this Form 4?

The filing notes that certain shares were retained by Axos Financial, Inc. in exchange for cash paid to the director to satisfy tax liabilities related to the vested RSUs.