Axos Financial Form 4 details director RSU vesting and tax withholding

Rhea-AI Filing Summary

Axos Financial, Inc. (AX) reported equity transactions by a director relating to restricted stock units (RSUs). On 11/14/2025, 4,289 RSUs were converted into shares of common stock at $79.12 per share, increasing the director’s directly held common stock to 14,539 shares before related dispositions. On the same date, 2,144 shares of common stock were withheld by Axos Financial, Inc. in exchange for cash paid to the director to cover tax liabilities tied to the vested RSUs, leaving 12,395 common shares directly owned after the transactions.

The RSUs had been granted under the Axos Financial, Inc. Amended and Restated 2014 Stock Incentive Plan in connection with service on the Board of Directors and vest on the one-year anniversary of the grant date. In a separate transaction on 11/14/2025, the director received a new grant of 3,615 RSUs, which fully vest on January 3, 2027, each representing a contingent right to receive one share of common stock.

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).

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^*

Wardell-Smith Sara

(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		4,289	A	$79.12	14,539	D
Common Stock	11/14/2025		D		2,144(2)	D	$79.12	12,395	D

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)	11/14/2025		M			4,289	(5)	(5)	Common Stock	4,289	$0.0	0	D
Restricted Stock Units(6)	(4)	11/14/2025		A		3,615		(7)	(7)	Common Stock	3,615	$0.0	3,615	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. 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.

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

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

6. 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.

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

	By: Derrick Walsh For: Sara Wardell-Smith	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 on this Form 4?

The company reported that a director had 4,289 restricted stock units (RSUs) convert into common stock on 11/14/2025, along with related share withholding for taxes and a new RSU grant.

How many Axos Financial (AX) shares did the director receive from RSU vesting?

The director received 4,289 shares of common stock upon RSU vesting at a reference price of $79.12 per share, as shown in the non-derivative table.

How many Axos Financial (AX) shares were withheld for taxes from the RSU vesting?

Axos Financial, Inc. retained 2,144 shares of common stock in exchange for cash paid to the director to satisfy tax liabilities related to the vested RSUs.

What is the director’s Axos Financial (AX) common stock holding after these transactions?

Following the reported transactions, the director directly owns 12,395 shares of Axos Financial, Inc. common stock, as indicated in the Form 4.

What new RSUs did the Axos Financial (AX) director receive?

On 11/14/2025, the director was granted 3,615 restricted stock units 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 3,615 RSUs fully vest on January 3, 2027, at which time each RSU represents the right to receive one share of common stock.

Under what plan were the Axos Financial (AX) RSUs granted?

The RSUs, including those that vested and the new grant, were issued under the Axos Financial, Inc. Amended and Restated 2014 Stock Incentive Plan in connection with the director’s service on the Board of Directors.