Axos Financial director RSU vesting and new grant

Axos Financial director Sara Wardell-Smith reported RSU-related transactions on November 14, 2025.

Accepted by SEC EDGAR 11/18/2025 - 07:27 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Axos Financial director Sara Wardell-Smith reported RSU-related transactions on November 14, 2025. 4,289 RSUs vested and converted into an equal number of common shares at $79.12 per share, with 2,144 shares returned to Axos in exchange for cash to cover taxes. She also received a new grant of 3,615 RSUs, ending with direct holdings of 3,615 RSUs and 12,395 common shares.

Insider Trade Summary

4,289 shares exercised/converted

Exercise 4 txns

Insider Wardell-Smith Sara

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	4,289	$0.00	$0.00
Grant/Award	Restricted Stock Units	3,615	$0.00	$0.00
Exercise	Common Stock	4,289	$79.12	$339K
Disposition	Common Stock	2,144	$79.12	$170K

Holdings After Transaction: Restricted Stock Units — 3,615 contracts (Direct); Common Stock — 12,395 shares (Direct)

Footnotes (7)

1. F1. 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. F2. 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. F3. 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. F4. Each RSU represents a contingent right to receive one share of Axos Financial, Inc. Common Stock.
5. F5. The RSUs fully vest on the one year anniversary of the grant date.
6. F6. 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. F7. The RSU's fully vest on January 3, 2027.

Key Figures

RSUs vested and exercised: 4,289 RSUs New RSU grant: 3,615 RSUs Shares returned to issuer: 2,144 shares +3 more

6 metrics

RSUs vested and exercised 4,289 RSUs Restricted Stock Units converted into common stock on November 14, 2025

New RSU grant 3,615 RSUs Grant/award acquisition to director under 2014 Stock Incentive Plan

Shares returned to issuer 2,144 shares Common stock disposed to Axos in exchange for tax-liability cash

Transaction share price $79.12 per share Price reported for common stock issued and returned on November 14, 2025

Post-transaction common holdings 12,395 shares Director’s direct holdings of Axos Financial common stock after transactions

Post-transaction RSU holdings 3,615 RSUs Director’s remaining Restricted Stock Units held directly after grant

Key Terms

Restricted Stock Units, Amended and Restated 2014 Stock Incentive Plan, contingent right, Board of Directors

4 terms

Restricted Stock Units financial

"Represents shares of Common Stock issued following the vesting of Restricted Stock Units ("RSUs")"

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.

Amended and Restated 2014 Stock Incentive Plan financial

"RSUs were previously granted under the Axos Financial, Inc. Amended and Restated 2014 Stock Incentive Plan"

contingent right financial

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

Board of Directors financial

"RSUs were granted in connection with the reporting person's service as a member of the Board of Directors"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

FAQ

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

What RSU vesting did Axos Financial (AX) report for Sara Wardell-Smith?

4,289 RSUs vested for director Sara Wardell-Smith on November 14, 2025, converting into an equal number of Axos Financial common shares at $79.12 per share. These shares arose from previously granted RSUs under the company’s 2014 Stock Incentive Plan.

How many Axos Financial (AX) shares were returned to the issuer for taxes?

Wardell-Smith returned 2,144 common shares to Axos Financial at $79.12 per share as part of the RSU vesting event. Axos retained these shares in exchange for cash paid to her to satisfy tax liabilities on the vested RSUs.

What new RSU award did Axos Financial (AX) grant to Sara Wardell-Smith?

She received a new grant of 3,615 Restricted Stock Units on November 14, 2025. Each RSU represents a contingent right to one share of Axos Financial common stock and was granted under the Amended and Restated 2014 Stock Incentive Plan.

What are Sara Wardell-Smith’s post-transaction holdings in Axos Financial (AX)?

After these transactions, Wardell-Smith directly holds 3,615 RSUs and 12,395 shares of Axos Financial common stock. These figures represent her canonical post-transaction holdings reported for the RSU and common stock positions.

Under what plan were the Axos Financial (AX) RSUs granted to Sara Wardell-Smith?

The RSUs were granted under the Axos Financial, Inc. Amended and Restated 2014 Stock Incentive Plan. The awards relate to Wardell-Smith’s service on the Board of Directors and include RSUs that vest on the one-year anniversary of the grant date.

How does the Axos Financial (AX) filing describe each RSU unit?

Each RSU is described as a contingent right to receive one share of Axos Financial common stock. This means that upon vesting, one RSU delivers one common share, subject to any tax-related share retention by the company.

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

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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
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^*

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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