AX Form 4: Matsumoto receives 2,491 shares; 891 withheld for taxes

Rhea-AI Filing Summary

Raymond D. Matsumoto, Executive Vice President and Chief Operating Officer of Axos Financial, reported the vesting and issuance of restricted stock units (RSUs) on September 23, 2025. A total of 2,491 shares of common stock were issued upon RSU vesting at a reported per-share value of $88.46, increasing his direct holdings to 39,800 shares. The filing also shows 891 shares were retained by the company to satisfy tax withholding related to the net settlement, leaving an indicated direct beneficial ownership of 38,909 shares plus 2,078 shares indirectly held in a 401(k) plan. The RSUs vest one-third each year and include dividend equivalent rights.

Positive

• RSUs vested resulting in issuance of 2,491 common shares, increasing the reporting person's direct ownership to 39,800 shares
• Vesting follows a clear schedule (one-third vesting on each anniversary), showing predictable executive compensation mechanics

Negative

• 891 shares withheld by the issuer for tax purposes, reducing the net increase in shares received
• Transaction value indicated at $88.46 per share may increase insider tax/liquidity needs, though this filing shows withholding rather than a market sale

Insights

Corporate Governance Expert

TL;DR: EVP Matsumoto received vested RSUs and completed a routine tax-withholding sale; this is standard executive compensation activity.

The Form 4 documents a non-discretionary compensation event: the vesting of 2,491 RSUs under the 2014 Stock Incentive Plan and the contemporaneous net settlement for tax withholding of 891 shares. This does not indicate an open-market cash sale by the insider but shows tax-related retention by the issuer. For governance oversight, the key items are the vesting schedule (one-third annually) and the retention method for withholding; both are conventional and disclosed. No unusual trading pattern or large liquidation is evident from this single filing.

Securities Analyst

TL;DR: The transaction increases the executive's direct stake modestly; withheld shares were used for taxes, not an active divestiture.

The issuance of 2,491 shares at an implied value of $88.46 per share increases direct ownership to 39,800 shares. The 891-share withholding reduces the net increment but is standard for equity compensation. The filing quantifies holdings including 2,078 shares in a 401(k), useful for calculating total economic exposure. Absent additional filings or larger disposals, this event is immaterial to firm-wide share supply or major insider signaling.

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

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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^*

MATSUMOTO RAYMOND 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)
			EVP, Chief Operating 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		2,491	A	$88.46	39,800	D
Common Stock	09/23/2025		D		891(2)	D	$88.46	38,909	D
Common Stock								2,078	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			2,491	(5)	(5)	Common Stock	2,491	$88.46	19,975	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 K. Walsh For: Raymond Matsumoto	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).
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FAQ

What did Raymond D. Matsumoto report on Form 4 for AX?

The Form 4 reports the vesting and issuance of 2,491 RSU-derived shares on September 23, 2025, with 891 shares withheld for taxes.

How many Axos Financial shares does the filing show Matsumoto owns after the transactions?

The filing shows 39,800 shares held directly after issuance, with 38,909 direct shares after withholding, plus 2,078 shares indirectly in a 401(k) plan.

At what price per share were the RSU shares reported?

The RSU shares were reported with an implied per-share value of $88.46.

Were the shares sold on the open market or withheld for taxes?

The Form 4 indicates 891 shares were retained by Axos Financial for tax withholding as part of a net-settlement; there is no open-market sale reported in this filing.

What is the vesting schedule for the RSUs granted to Matsumoto?

The RSUs vest as to one-third of the shares on each anniversary of the grant date and include dividend equivalent rights.