Axos Form 4: Brian Swanson RSU vesting converts to shares; tax withholding noted

Rhea-AI Filing Summary

Axos Financial insider Brian D. Swanson received and/or had vested a total of 5,450 restricted stock units (RSUs) on September 15, 2025, which converted into common stock and were reported on Form 4. The filing shows vesting/issuance of 1,400 and 896 RSUs (reported as acquisitions) plus a separate grant of 3,254 RSUs, yielding 5,450 RSUs in total. Following net-settlement for tax withholding, Axos retained 820 shares (500 and 320) leaving the reporting person with 53,879 shares directly beneficially owned and 2,737 shares held indirectly in a 401(k) plan. The RSUs were granted under the Axos Financial, Inc. 2014 Stock Incentive Plan and vest one-third on each anniversary of grant; they include dividend equivalent rights.

Insights

Securities Analyst

TL;DR: Insider received vested RSUs converting to shares; net-settlement withheld shares for taxes, leaving modest direct ownership.

The Form 4 documents routine equity compensation activity rather than open-market trading. The reporting person received 5,450 RSUs that converted to common stock on vesting. Two blocks totaling 820 shares were withheld by the issuer for tax withholding which is standard in net-settlement transactions. Direct beneficial ownership after these transactions is reported as 53,879 shares with an additional 2,737 shares indirectly held via a 401(k) plan. For investors this is a compensation-related issuance and not a sale or market liquidity event.

Corporate Governance Expert

TL;DR: Transaction reflects standard executive compensation vesting under the company’s equity plan, including dividend equivalents and scheduled vesting.

The disclosure cites grants and vesting of RSUs under the 2014 Stock Incentive Plan with one-third annual vesting and dividend equivalent rights. The presence of both newly vested RSUs and a contemporaneous grant indicates routine compensation administration. The net-share withholding for tax purposes reduces the immediate increase in outstanding beneficial shares held by the executive but also increases issued shares overall. This Form 4 does not indicate a change in role or a market sale by the insider.

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^*

Swanson Brian D

(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, Consumer Bank

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		1,400	A	$90.29	53,803	D
Common Stock(1)	09/15/2025		M		896	A	$90.29	54,699	D
Common Stock	09/15/2025		D		500(2)	D	$90.29	54,199	D
Common Stock	09/15/2025		D		320(2)	D	$90.29	53,879	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			1,400	(5)	(5)	Common Stock	1,400	$0.0	24,908	D
Restricted Stock Units(3)	(4)	09/15/2025		M			896	(5)	(5)	Common Stock	896	$0.0	24,012	D
Restricted Stock Units(6)	(4)	09/15/2025		A		3,254		(5)	(5)	Common Stock	3,254	$0.0	27,266	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: Derrick Walsh For: Brian Swanson	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.