Axos Financial CFO reports RSU vesting and new grant

Q: What equity transactions did Axos Financial (AX) CFO Derrick Walsh report on September 15, 2025?

Derrick Walsh reported RSU conversions totaling 3,166 shares of common stock, related common-stock entries at $90.2900 per share, dispositions back to the issuer, and a new grant of 2,880 Restricted Stock Units with dividend equivalent rights and annual one-third vesting.

Q: How many Restricted Stock Units vested and converted for Axos Financial (AX) CFO Derrick Walsh?

The disclosure shows derivative exercises covering 3,166 RSUs, each representing one share of common stock. These RSUs converted into common shares through transactions on September 15, 2025, reflecting previously granted awards under Axos Financial’s 2014 Stock Incentive Plan.

Q: What common stock dispositions to the issuer were reported for Axos Financial (AX) CFO Derrick Walsh?

Two dispositions to the issuer were reported: 995 and 709 shares of common stock at $90.2900 per share. Company disclosure explains that shares of common stock may be retained for tax withholding in connection with net-settlement of RSU-related share issuances.

Q: What are Derrick Walsh’s post-transaction shareholdings in Axos Financial (AX)?

After the reported transactions, Derrick Walsh holds 18,665 Restricted Stock Units and 42,012 shares of common stock directly. He also has an indirect position of 2,737 common shares through a 401(k) Plan, according to the reported holdings.

Axos Financial, Inc. EVP and Chief Financial Officer Derrick Walsh reported several equity compensation events on September 15, 2025.

Filing Impact

(High)

Filing Sentiment

(Positive)

Form Type

Rhea-AI Filing Summary

Axos Financial, Inc. EVP and Chief Financial Officer Derrick Walsh reported several equity compensation events on September 15, 2025. 3,166 Restricted Stock Units converted into common stock, with related common-share transactions at $90.2900 per share and shares returned to the issuer. He also received a new grant of 2,880 RSUs that vest in annual thirds and carry dividend equivalent rights. Following these transactions he holds 18,665 RSUs and 42,012 common shares directly, plus 2,737 shares indirectly through a 401(k) plan.

Insights

TL;DR: Routine executive compensation vesting with tax withholding; no material disposition or new strategic signal.

The Form 4 documents standard vesting of RSUs to an executive, resulting in issuance of common shares and net-share withholding to satisfy taxes. The transactions are compensation-related rather than open-market purchases or sales. The disclosed per-share figure of $90.29 appears as the valuation used for the withholding calculation. Aggregate direct holdings after the reported lines remain in the low tens of thousands of shares, indicating modest insider exposure relative to large-cap benchmarks. This filing does not disclose any separate cash sales, option exercises for profit taking, or new equity plans that would materially change the capital structure.

TL;DR: Compensation mechanics were executed according to the company stock plan; disclosures are complete for the reported events.

The Form 4 identifies vesting under the 2014 Stock Incentive Plan, dividend equivalent rights on RSUs, and net-settlement tax withholding, all typical governance elements for equity compensation. The filing specifies vesting schedule (one-third annually) and quantifies shares withheld for taxes, fulfilling Section 16 reporting obligations. There is no indication in this filing of accelerated vesting, related-party transactions, or deviations from plan terms that would raise governance concerns.

Insider Trade Summary

3,166 shares exercised/converted

Exercise 8 txns

Insider Walsh Derrick

Role EVP, Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,848	$0.00	$0.00
Exercise	Restricted Stock Units	1,318	$0.00	$0.00
Grant/Award	Restricted Stock Units	2,880	$0.00	$0.00
Exercise	Common Stock	1,318	$90.29	$119K
Exercise	Common Stock	1,848	$90.29	$167K
Disposition	Common Stock	995	$90.29	$90K
Disposition	Common Stock	709	$90.29	$64K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 18,665 contracts (Direct); Common Stock — 42,012 shares (Direct); Common Stock — 2,737 shares (Indirect, 401(k) Plan)

Footnotes (6)

F1. Represents shares of Common Stock issued on September 15, 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.
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.
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.
F4. Each RSU represents a contingent right to receive one share of Axos Financial, Inc. Common Stock.
F5. The RSUs vest as to one-third of the shares on each anniversary date of grant.
F6. Grant to the reporting person on September 15, 2025 of restricted stock units ("RSUs") under the Axos Financial, Inc. 2014 Stock Incentive Plan.

Key Figures

RSU derivative exercises: 3,166 shares New RSU grant: 2,880 units Disposition to issuer: 995 shares +5 more

8 metrics

RSU derivative exercises 3,166 shares Total RSUs exercised/converted on September 15, 2025

New RSU grant 2,880 units Restricted Stock Units granted on September 15, 2025

Disposition to issuer 995 shares Common stock returned to issuer at $90.2900 per share

Second disposition to issuer 709 shares Additional common stock returned to issuer at $90.2900 per share

Reported common share value $90.2900 per share Applied to September 15, 2025 common stock transactions

Direct RSU holdings 18,665 units Restricted Stock Units held directly after transactions

Direct common stock holdings 42,012 shares Common stock held directly after transactions

Indirect 401(k) holdings 2,737 shares Common stock held indirectly through a 401(k) Plan

Key Terms

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

4 terms

Restricted Stock Units financial

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

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.

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.

net-settlement financial

"for tax withholding purposes in connection with the net-settlement on the issuance"

401(k) Plan financial

"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 Axos Financial (AX) CFO Derrick Walsh report on September 15, 2025?

Derrick Walsh reported RSU conversions totaling 3,166 shares of common stock, related common-stock entries at $90.2900 per share, dispositions back to the issuer, and a new grant of 2,880 Restricted Stock Units with dividend equivalent rights and annual one-third vesting.

How many Restricted Stock Units vested and converted for Axos Financial (AX) CFO Derrick Walsh?

The disclosure shows derivative exercises covering 3,166 RSUs, each representing one share of common stock. These RSUs converted into common shares through transactions on September 15, 2025, reflecting previously granted awards under Axos Financial’s 2014 Stock Incentive Plan.

What new RSU grant did Axos Financial (AX) award to CFO Derrick Walsh?

On September 15, 2025, Derrick Walsh received a new grant of 2,880 Restricted Stock Units under Axos Financial’s 2014 Stock Incentive Plan. The RSUs vest as to one-third of the shares on each anniversary of the grant date and include dividend equivalent rights.

What common stock dispositions to the issuer were reported for Axos Financial (AX) CFO Derrick Walsh?

Two dispositions to the issuer were reported: 995 and 709 shares of common stock at $90.2900 per share. Company disclosure explains that shares of common stock may be retained for tax withholding in connection with net-settlement of RSU-related share issuances.

What are Derrick Walsh’s post-transaction shareholdings in Axos Financial (AX)?

After the reported transactions, Derrick Walsh holds 18,665 Restricted Stock Units and 42,012 shares of common stock directly. He also has an indirect position of 2,737 common shares through a 401(k) Plan, according to the reported holdings.

How does Axos Financial (AX) describe the vesting terms of CFO Derrick Walsh’s RSUs?

Axos Financial states that each RSU represents a right to receive one common share and that the RSUs vest as to one-third of the shares on each anniversary of the grant date. Certain grants to Derrick Walsh also carry dividend equivalent rights.

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

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Accepted by SEC EDGAR 09/17/2025 - 07:39 PM

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^*

Walsh Derrick

(Last)

(First)

(Middle)

9205 WEST RUSSELL ROAD

SUITE 400

(Street)

LAS VEGAS

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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	09/15/2025		M		1,318	A	$90.29	41,868	D
Common Stock⁽¹⁾	09/15/2025		M		1,848	A	$90.29	43,716	D
Common Stock	09/15/2025		D		995⁽²⁾	D	$90.29	42,721	D
Common Stock	09/15/2025		D		709⁽²⁾	D	$90.29	42,012	D
Common Stock								2,737	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽³⁾	⁽⁴⁾	09/15/2025		M			1,848	⁽⁵⁾	⁽⁵⁾	Common Stock	1,848	$0.0	17,103	D
Restricted Stock Units⁽³⁾	⁽⁴⁾	09/15/2025		M			1,318	⁽⁵⁾	⁽⁵⁾	Common Stock	1,318	$0.0	15,785	D
Restricted Stock Units⁽⁶⁾	⁽⁴⁾	09/15/2025		A		2,880		⁽⁵⁾	⁽⁵⁾	Common Stock	2,880	$0.0	18,665	D

Explanation of Responses:

1. Represents shares of Common Stock issued on September 15, 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.

6. Grant to the reporting person on September 15, 2025 of restricted stock units ("RSUs") under the Axos Financial, Inc. 2014 Stock Incentive Plan.

	By: Andrew Micheletti For: Derrick Walsh	09/17/2025
	** 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.

Source: View Original Filing on SEC EDGAR

Axos Financial CFO reports RSU vesting and new grant

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