Axos Financial (AX) CAO exercises RSUs, returns shares for tax withholding

Rhea-AI Filing Summary

Axos Financial, Inc. senior vice president and chief accounting officer Ann Gill exercised restricted stock units into 601 shares of common stock on March 20, 2026 as part of a scheduled RSU vesting under the company’s stock incentive plan.

Of the newly issued shares, 323 shares were retained by Axos Financial, Inc. to cover tax withholding through a net-settlement, leaving Gill with additional net common stock. Following these transactions, she holds 10,581 common shares directly and 1,423 shares indirectly through a 401(k) plan.

Insider Trade Summary

601 shares exercised/converted

Mixed 4 txns

Insider GILL ANN

Role SVP, Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	601	$0.00	--
Exercise	Common Stock	601	$82.93	$50K
Disposition	Common Stock	323	$82.93	$27K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 8,185 shares (Direct); Common Stock — 10,904 shares (Direct); Common Stock — 1,423 shares (Indirect, 401(k) Plan)

Footnotes (1)

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. 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

GILL ANN

(Last) (First) (Middle)

9205 WEST RUSSELL ROAD

SUITE 400

(Street)

LAS VEGAS NEVADA 89148

(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)
	SVP, Chief Accounting 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								1,423	I	401(k) Plan
Common Stock(1)	03/20/2026		M		601	A	$82.93	10,904	D
Common Stock	03/20/2026		D		323(2)	D	$82.93	10,581	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			601	(5)	(5)	Common Stock	601	$0	8,185	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 Ann Gill	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 Financial (AX) executive Ann Gill report in this Form 4?

Ann Gill reported the vesting and exercise of 601 restricted stock units into Axos Financial common stock on March 20, 2026, along with related tax withholding and updated direct and indirect share holdings in the company.

How many Axos Financial (AX) RSUs vested and converted to shares for Ann Gill?

A total of 601 restricted stock units vested and converted into 601 shares of Axos Financial common stock. These RSUs vest in thirds on each anniversary of the grant date under Axos Financial’s 2014 Stock Incentive Plan.

How were taxes handled on Ann Gill’s Axos Financial (AX) RSU vesting?

In connection with the RSU vesting, 323 shares of Axos Financial common stock were retained by the company for tax withholding via net-settlement. This means a portion of vested shares was returned to the issuer instead of paying taxes in cash.

What are Ann Gill’s Axos Financial (AX) share holdings after these transactions?

After the March 20, 2026 transactions, Ann Gill directly holds 10,581 shares of Axos Financial common stock. She also has an indirect holding of 1,423 shares through a 401(k) plan, as reported in the Form 4 filing.

Is Ann Gill’s Axos Financial (AX) Form 4 an open-market stock purchase or sale?

No open-market trade was reported. The Form 4 reflects RSU vesting and conversion into common stock, plus shares retained by Axos Financial for tax withholding. The disposition code indicates shares returned to the issuer, not a market sale.

Under which plan were Ann Gill’s Axos Financial (AX) RSUs granted and how do they vest?

The RSUs were granted under the Axos Financial, Inc. 2014 Stock Incentive Plan. According to the disclosure, these RSUs vest as to one-third of the shares on each anniversary of the original grant date and include dividend equivalent rights.