Axos Financial (AX) risk chief reports RSU vesting, new grant and tax withholding

Rhea-AI Filing Summary

Axos Financial, Inc. EVP and Chief Risk Officer John Charles Tolla reported routine equity compensation activity tied to restricted stock units on March 15, 2026. He acquired 2,874 shares of Common Stock upon the vesting and conversion of RSUs and received a new grant of 2,953 RSUs, each representing one future share.

To cover associated tax obligations, 1,611 shares of Common Stock were retained by Axos Financial, Inc. in dispositions to the issuer rather than open-market sales. Following these transactions, Tolla directly holds 27,395 shares of Common Stock and indirectly holds 2,723 shares through a 401(k) plan, indicating a continuing equity stake in the company.

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^*

Tolla John Charles

(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, Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

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)	03/15/2026		M		1,458	A	$84.68	27,590	D
Common Stock(1)	03/15/2026		M		1,416	A	$84.68	29,006	D
Common Stock	03/15/2026		D		848(2)	D	$84.68	28,158	D
Common Stock	03/15/2026		D		763(2)	D	$84.68	27,395	D
Common Stock								2,723	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)	03/15/2026		M			1,458	(5)	(5)	Common Stock	1,458	$0.0	24,387	D
Restricted Stock Units(3)	(4)	03/15/2026		M			1,416	(5)	(5)	Common Stock	1,416	$0.0	22,971	D
Restricted Stock Units(6)	(4)	03/15/2026		A		2,953		(5)	(5)	Common Stock	2,953	$0.0	25,924	D

Explanation of Responses:

1. Represents shares of Common Stock issued on March 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 March 15, 2026 of restricted stock units ("RSUs") under the Axos Financial, Inc. 2014 Stock Incentive Plan.

	By: Derrick Walsh For: John Tolla	03/16/2026
	** 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 transactions did Axos Financial (AX) report for John Charles Tolla?

Axos Financial’s EVP and Chief Risk Officer, John Charles Tolla, reported RSU-related equity activity. He acquired 2,874 Common Stock shares from RSU vesting, received 2,953 new RSUs, and had 1,611 shares withheld by the company to satisfy tax obligations tied to these awards.

Did the Axos Financial (AX) EVP buy or sell shares on the open market?

The filing shows no open-market purchases or sales. Shares were acquired through RSU vesting and a new RSU grant, while 1,611 shares were surrendered to Axos Financial, Inc. for tax withholding, a routine non-market disposition to the issuer, not a public sale.

How many Axos Financial (AX) shares does John Charles Tolla hold after these transactions?

After the reported transactions, John Charles Tolla directly holds 27,395 shares of Axos Financial Common Stock. He also indirectly holds 2,723 additional shares through a 401(k) plan, reflecting combined direct and retirement-plan-based exposure to the company’s equity.

What restricted stock unit (RSU) activity occurred for Axos Financial (AX) on March 15, 2026?

On March 15, 2026, previously granted RSUs vested, converting into 2,874 Axos Financial Common Stock shares. On the same date, Tolla received a new grant of 2,953 RSUs under the company’s 2014 Stock Incentive Plan, continuing his equity-based compensation program.

Why were some Axos Financial (AX) shares disposed of to the issuer in this Form 4?

The disposition of 1,611 Axos Financial shares to the issuer reflects tax withholding. When RSUs vested and converted into Common Stock, the company retained these shares to cover the reporting person’s tax obligations, a common net-settlement feature in equity compensation plans.