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.
Positive
- None.
Negative
- None.
Insights
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 1,400 | $0.00 | -- |
| Exercise | Restricted Stock Units | 896 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 3,254 | $0.00 | -- |
| Exercise | Common Stock | 1,400 | $90.29 | $126K |
| Exercise | Common Stock | 896 | $90.29 | $81K |
| Disposition | Common Stock | 500 | $90.29 | $45K |
| Disposition | Common Stock | 320 | $90.29 | $29K |
| holding | Common Stock | -- | -- | -- |
Footnotes (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. 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. 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. Each RSU represents a contingent right to receive one share of Axos Financial, Inc. Common Stock. The RSUs vest as to one-third of the shares on each anniversary date of grant. Grant to the reporting person on September 15, 2025 of restricted stock units ("RSUs") under the Axos Financial, Inc. 2014 Stock Incentive Plan.
