AX Form 4: David Park reports RSU vesting and tax-withheld shares

Rhea-AI Filing Summary

Axos Financial insider reported vesting of restricted stock units and related share withholding. David X. Park received 1,692 shares of common stock on 09/23/2025 upon vesting of RSUs granted under the 2014 Stock Incentive Plan, increasing his beneficial ownership to 20,440 shares. The company withheld 859 shares to satisfy tax withholding, leaving a net addition of 1,692 shares reported as direct ownership. An additional 1,541 shares are held indirectly in a 401(k) plan, and a total of 28,693 shares are reported when including previously vested RSUs reflected in the derivative section.

Positive

• RSUs vested, converting compensation into equity which aligns the reporting person with shareholder interests
• Insider increased direct ownership to 20,440 shares following the issuance

Negative

• 859 shares withheld for taxes, reducing the net increase in free-floating insider-held shares

Insights

Corporate Governance Expert

TL;DR: Routine insider vesting and tax withholding; not a material change to control.

This Form 4 discloses standard vesting of RSUs for an executive officer, with 1,692 shares issued and 859 shares withheld for taxes. Such transactions typically reflect compensation realization rather than opportunistic trading. The filing does not indicate any change in board composition, significant share purchases beyond the vesting, or discretionary sales that would suggest a change in insider sentiment.

Securities Analyst

TL;DR: Disclosure shows compensation settlement; minimal investor impact.

The report details RSU vesting under the 2014 Stock Incentive Plan with dividend equivalents and one-third annual vesting. The incremental direct holdings post-transaction are 20,440 shares. The tax-withholding of 859 shares is a routine net-settlement that reduces issued shares to the reporting person and does not represent a market sale.

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).

1. Name and Address of Reporting Person^*

PARK DAVID X

(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
	Officer (give title below)	X	Other (specify below)
			President, Commercial Bank

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2025

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)	09/23/2025		M		1,692	A	$88.46	20,440	D
Common Stock	09/23/2025		D		859(2)	D	$88.46	19,581	D
Common Stock								1,541	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)	09/23/2025		M			1,692	(5)	(5)	Common Stock	1,692	$88.46	28,693	D

Explanation of Responses:

1. Represents shares of Common Stock issued on September 23, 2025, 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.

	By: Derrick Walsh For: David Park	09/25/2025
	** 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.

FAQ

What did David X. Park report on Form 4 for Axos Financial (AX)?

The Form 4 reports the vesting of 1,692 RSU shares on 09/23/2025, resulting in 20,440 shares beneficially owned directly and 1,541 indirectly via a 401(k) plan.

How many shares were withheld for taxes in the reported transaction?

859 shares were retained by Axos Financial for tax withholding in connection with the net-settlement of the vested RSUs.

Under which plan were the RSUs granted to the reporting person?

The RSUs were granted under the Axos Financial, Inc. 2014 Stock Incentive Plan and include dividend equivalent rights.

What is the transaction price per share shown on the Form 4?

The report shows a price of $88.46 per share in connection with the issuance/settlement of the RSUs on 09/23/2025.

Do these transactions indicate insider selling or a change in control?

No. The filing reflects vesting and tax withholding of compensation awards, not an open-market sale or transfer suggesting a control change.