Axos Financial (NYSE: AX) COO reports RSU vesting and tax withholding

Rhea-AI Filing Summary

Axos Financial EVP and COO Raymond Matsumoto reported RSU vesting and related share adjustments. On March 20, 2026, 1,621 Restricted Stock Units converted into 1,621 shares of common stock, following the RSUs’ time-based vesting schedule under the company’s stock incentive plan.

A portion of these shares was returned to Axos Financial for tax withholding in a net-settlement, described as a disposition to the issuer rather than an open-market sale. After these transactions, Matsumoto holds 41,633 shares of common stock directly and 2,237 shares indirectly through a 401(k) plan.

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^*

MATSUMOTO RAYMOND D

(Last) (First) (Middle)

4350 LA JOLLA VILLAGE DRIVE

SUITE 140

(Street)

SAN DIEGO CALIFORNIA 92122

(City) (State) (Zip)

UNITED STATES

(Country)

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 Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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								2,237	I	401(k) Plan
Common Stock(1)	03/20/2026		M		1,621	A	$82.93	42,507	D
Common Stock	03/20/2026		D		874(2)	D	$82.93	41,633	D

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)	03/20/2026		M			1,621	(5)	(5)	Common Stock	1,621	$0	17,113	D

Explanation of Responses:

1. Represents shares of Common Stock issued on March 20, 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.

	Derrick Walsh for Raymond Matsumoto	03/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Axos (AX) executive Raymond Matsumoto report in this Form 4?

Raymond Matsumoto reported the vesting of 1,621 Restricted Stock Units that converted into Axos Financial common stock. These RSUs were granted under the company’s stock incentive plan and vest in thirds on each anniversary of the grant date as part of his compensation.

Did Raymond Matsumoto buy or sell Axos (AX) shares on the open market?

The filing does not show any open-market purchases or sales by Raymond Matsumoto. It reports RSU vesting, share issuance, and shares returned to Axos Financial for tax withholding, which are compensation and tax events rather than discretionary market trades.

How many Axos (AX) shares does Raymond Matsumoto hold after these transactions?

Following the March 20, 2026 transactions, Raymond Matsumoto holds 41,633 shares of Axos Financial common stock directly. He also has 2,237 additional shares held indirectly through a 401(k) plan, according to the Form 4 ownership tables and related disclosures.

Why were some Axos (AX) shares described as a disposition to the issuer?

The disposition to the issuer reflects shares of Axos Financial common stock retained by the company to cover tax withholding on the vested RSUs. This net-settlement mechanism settles tax obligations in shares, instead of cash, and does not represent an open-market sale by Matsumoto.

How do Raymond Matsumoto’s RSUs at Axos (AX) vest over time?

Matsumoto’s Restricted Stock Units generally vest as to one-third of the underlying shares on each anniversary of the grant date. Each RSU represents a contingent right to receive one share of Axos Financial common stock, and the RSUs are accompanied by dividend equivalent rights.

What is the nature of Raymond Matsumoto’s indirect Axos (AX) share holdings?

In addition to his direct holdings, the Form 4 shows 2,237 Axos Financial common shares held indirectly through a 401(k) plan. These indirect shares are reported separately to distinguish retirement-plan ownership from his directly held common stock position.