[Form 4] Axos Financial, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Derrick Walsh, EVP and Chief Financial Officer of Axos Financial, Inc. (AX) reported transactions tied to vested restricted stock units (RSUs) on September 15, 2025. The filing shows issuance of Common Stock following RSU vesting, with 1,318 and 1,848 shares issued at an indicated price of $90.29 per share. Axos withheld 995 and 709 shares for tax purposes as net-settlement, reducing net share increases. After the transactions the reporting person’s direct beneficial holdings are shown in the range of 41,868 to 43,716 shares across reported lines, and an indirect 401(k) balance of 2,737 shares is disclosed. The RSUs were granted under the Axos Financial, Inc. 2014 Stock Incentive Plan and vest one-third annually; some RSUs include dividend equivalent rights.

Positive

• RSU vesting completed for the reporting person, converting awards into common shares under the existing equity plan
• Disclosure of tax withholding amounts (995 and 709 shares) provides transparency on net-share issuance
• RSUs include dividend equivalent rights, preserving economic alignment with shareholders until settlement

Negative

• Net-share settlement for taxes reduced the number of shares issued to the reporting person by 995 and 709 shares
• No open-market purchases were reported that would indicate the executive adding to personal share ownership through market activity

Insights

Financial Analyst

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.

Corporate Governance Expert

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.

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^*

Walsh Derrick

(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 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)
			Code	V	Amount	(A) or (D)	Price
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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
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).
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FAQ

What did Derrick Walsh report on Form 4 for Axos Financial (AX)?

The filing reports the vesting and issuance of RSU-derived common shares on 09/15/2025, with net-settlement withholding of 995 and 709 shares for taxes.

How many RSU shares were issued or acquired by the reporting person?

The filing shows issuance events of 1,318 and 1,848 shares from vested RSUs and a grant of 2,880 RSUs in the derivative table.

What price is indicated in the Form 4 and what does it represent?

The form lists $90.29 per share in the non-derivative section; this appears in connection with the issuance and tax withholding computations tied to the vested RSUs.

Under what plan were the RSUs granted?

The RSUs were granted under the Axos Financial, Inc. 2014 Stock Incentive Plan (also referenced as the 2014 Amended and Restated 2014 Stock Incentive Plan).

Does the filing show any sales of shares by the reporting person?

No open-market sales are reported; the dispositions noted are net-settlement tax withholdings in connection with RSU issuance.