Axos EVP reports 3,905-share RSU vesting

Axos Financial’s EVP and Chief Credit Officer had RSUs vest, shares withheld for taxes, and a new RSU grant on September 15, 2026.

Rhea-AI Filing Summary

Axos Financial, Inc. (AX) reported that EVP and Chief Credit Officer Thomas M. Constantine had multiple equity transactions on September 15, 2026. Restricted Stock Units (RSUs) covering 3,905 shares of common stock vested and were converted into common stock, while 2,102 shares of common stock were returned to Axos Financial, Inc. for tax withholding in a net-settlement. On the same date, he received a new grant of RSUs covering 2,806 shares of common stock under the Axos Financial, Inc. 2014 Stock Incentive Plan, which includes dividend equivalent rights and vests in one-third installments on each anniversary of the grant date. A holding entry also shows 2,934 shares of common stock held indirectly through a 401(k) Plan. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

3,905 shares exercised/converted

Exercise 5 txns

Insider Constantine Thomas M

Role Insider

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F3, F4, F5	3,905	$0.00	$0.00
Grant/Award	Restricted Stock Units F6, F4, F5	2,806	$0.00	$0.00
Exercise	Common Stock F1	3,905	$92.68	$362K
Disposition	Common Stock F2	2,102	$92.68	$195K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 12,495 contracts (Direct); Common Stock — 17,998 shares (Direct); Common Stock — 2,934 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.

Key Figures

RSUs vested into common stock: 3,905 shares Shares retained for tax withholding: 2,102 shares New RSU grant: 2,806 shares +2 more

5 metrics

RSUs vested into common stock 3,905 shares Vesting and issuance on September 15, 2026

Shares retained for tax withholding 2,102 shares Common stock retained by Axos Financial, Inc. in net-settlement on September 15, 2026

New RSU grant 2,806 shares RSUs granted on September 15, 2026 under 2014 Stock Incentive Plan

Reported share price for vested RSUs $92.68 per share Common stock transactions on September 15, 2026

Indirect holdings in 401(k) Plan 2,934 shares Common stock held indirectly through a 401(k) Plan

Key Terms

Restricted Stock Units, net-settlement, dividend equivalent rights, 401(k) Plan

4 terms

Restricted Stock Units financial

"Restricted Stock Units ("RSUs") which vest as to one-third of the shares"

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.

net-settlement financial

"in connection with the net-settlement on the issuance of shares of Common Stock"

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.

401(k) Plan financial

"shares of Common Stock held indirectly through 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 equity transactions did the Axos Financial (AX) EVP report on September 15, 2026?

On September 15, 2026, the EVP and Chief Credit Officer reported RSUs for 3,905 shares vesting into common stock, a new RSU grant for 2,806 shares, and the disposition of 2,102 shares of common stock back to Axos Financial, Inc. for tax withholding.

How many Axos Financial (AX) RSUs vested for the EVP on this Form 4?

RSUs covering 3,905 shares of Axos Financial, Inc. common stock vested on September 15, 2026 and were issued as common shares, subject to shares retained by Axos Financial, Inc. for tax withholding in a net-settlement.

How many new Axos Financial (AX) RSUs were granted to the EVP?

On September 15, 2026, the EVP and Chief Credit Officer received a new grant of RSUs covering 2,806 shares of Axos Financial, Inc. common stock under the company’s 2014 Stock Incentive Plan, with vesting in one-third installments on each anniversary of the grant date.

At what price were Axos Financial (AX) shares associated with the RSU vesting recorded?

The common stock associated with the vested RSUs is reported at $92.68 per share in the non-derivative transactions on September 15, 2026, including the shares issued and the shares retained by Axos Financial, Inc. for tax withholding purposes.

How many Axos Financial (AX) shares does the EVP hold indirectly through a 401(k)?

A holding entry shows the EVP has 2,934 shares of Axos Financial, Inc. common stock held indirectly through a 401(k) Plan, as of the information reported with the September 15, 2026 transactions.

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

No. The filing indicates that the Rule 10b5-1 trading plan checkbox is not marked, so the reported transactions for the EVP and Chief Credit Officer are not stated to be pursuant to a Rule 10b5-1 plan.

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

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Available on EDGAR 09/16/2026 - 07:19 PM Accepted by SEC EDGAR 09/16/2026 - 07:19 PM Learn about SEC filing dates

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^*

Constantine Thomas M

(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)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			EVP, Chief Credit 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	09/15/2026		M		3,905	A	$92.68	20,100	D
Common Stock	09/15/2026		D		2,102(2)	D	$92.68	17,998	D
Common Stock								2,934	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)	09/15/2026		M			3,905	(5)	(5)	Common Stock	3,905	$0.0	9,689	D
Restricted Stock Units(6)	(4)	09/15/2026		A		2,806		(5)	(5)	Common Stock	2,806	$0.0	12,495	D

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: Thomas Constantine	09/16/2026
	** 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.
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)