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

Rhea-AI Filing Summary

Thomas M. Constantine, EVP and Chief Credit Officer of Axos Financial, Inc. (AX), reported transactions dated 09/23/2025 involving vested restricted stock units (RSUs). On that date 2,039 shares of common stock were issued following RSU vesting at an indicated price of $88.46 per share. Concurrently, 1,098 shares were retained by Axos Financial for tax withholding, leaving the reporting person with 19,337 shares directly beneficially owned and 2,776 shares held indirectly through a 401(k) plan. After these transactions the reporting person beneficially owned 15,382 shares subject to RSUs that remain unvested. The RSUs were granted under the Axos Financial, Inc. 2014 Stock Incentive Plan and vest in one-third increments on each anniversary of the grant.

Positive

• Increased direct ownership: Reporting person ended with 19,337 shares directly beneficially owned after vesting.
• Timely, compliant disclosure of RSU vesting and net-settlement for tax withholding in a Form 4 filing.

Negative

• None.

Insights

Financial Analyst

TL;DR Insider received vested RSUs totaling 2,039 shares; tax withholding accounted for 1,098 shares, netting increased direct ownership.

The reported activity is a routine vesting event under the company's equity incentive plan rather than an open-market purchase or sale. The issuance price listed at $88.46 corresponds to the value used for the net-settlement and reporting. The transaction increases the reporting person's direct holdings to 19,337 shares and leaves 15,382 shares still subject to future vesting. For investors, this is a non-cash compensation realization by an executive and does not, by itself, indicate a change in corporate strategy or balance sheet leverage.

Corporate Governance Expert

TL;DR This filing documents standard executive compensation vesting and tax withholding; disclosure is consistent with Section 16 reporting requirements.

The form shows compliance with timely reporting of RSU vesting and net-share settlement for taxes. The RSUs include dividend equivalent rights and vest one-third annually, per the 2014 Stock Incentive Plan disclosed in the filing. No voluntary open-market sale or discretionary transfer is reported. From a governance perspective, the disclosure is complete for the event described and aligns with typical equity compensation administration practices.

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).

1. Name and Address of Reporting Person^*

Constantine Thomas M

(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)
			EVP, Chief Credit Officer

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		2,039	A	$88.46	20,435	D
Common Stock	09/23/2025		D		1,098(2)	D	$88.46	19,337	D
Common Stock								2,776	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			2,039	(5)	(5)	Common Stock	2,039	$88.46	15,382	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: Thomas Constantine	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 Thomas M. Constantine report on Form 4 for AX?

He reported the vesting of 2,039 RSU shares on 09/23/2025, the issuance of those shares, and the net-settlement withholding of 1,098 shares for taxes.

How many AX shares does the reporting person own after the transaction?

19,337 shares are directly beneficially owned and 2,776 shares are held indirectly through a 401(k) plan, per the filing.

What was the per-share value reported for the vested RSUs?

The filing shows a price of $88.46 per share associated with the RSU issuance and net-settlement.

Under which plan were the RSUs granted?

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

How do the RSUs vest?

The RSUs vest as to one-third of the shares on each anniversary of the grant date, per the filing.