AX Insider Filing: Ann Gill RSU Vesting, Share Withholding Disclosed

Rhea-AI Filing Summary

Ann Gill, SVP and Chief Accounting Officer of Axos Financial, Inc. (AX), reported issuance and vesting of restricted stock units on 09/15/2025. A total of 1,254 RSUs vested in two groups reported as 727 and 527 units, and an additional grant of 1,163 RSUs was recorded the same date. Following vesting and net-settlement for tax withholding, the reporting person holds between 8,831 and 10,781 shares across different reported lines. The common stock transactions were reported at a price of $90.29 per share. The Form 4 was signed on behalf of Ms. Gill on 09/17/2025.

Positive

• Compensation transparency: RSU vesting and withholding are fully disclosed including amounts and per-share price
• Plan-based issuance: RSUs granted under the Axos Financial, Inc. 2014 Stock Incentive Plan with stated vesting schedule

Negative

• Share dilution note: Issuance of shares upon RSU vesting increases outstanding shares (amounts disclosed)
• Tax withholding reduced net shares: Company retained shares to satisfy tax obligations, decreasing delivered shares

Insights

Financial Analyst

TL;DR: Routine executive equity vesting and an award grant, not an active buy/sell signal.

The filing documents standard compensation-related activity: two blocks of RSUs vested (727 and 527 units) and an additional grant of 1,163 RSUs on 09/15/2025. Shares issued on vesting and retained for tax withholding are disclosed, with transactions reported at $90.29 per share. This is a non-cash, compensation-driven change in beneficial ownership consistent with plan terms and does not on its own indicate trading intent.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 reporting for RSU vesting and tax withholding.

The Form 4 clearly states RSUs were granted under the 2014 Stock Incentive Plan, vest one-third annually, include dividend equivalents, and that the issuer withheld shares for taxes. Reporting appears complete with transaction codes and amounts; timing and retention for tax purposes are disclosed, which meets typical governance transparency expectations.

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^*

GILL ANN

(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)
			SVP, Chief Accounting Officer

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		727	A	$90.29	8,978	D
Common Stock(1)	09/15/2025		M		527	A	$90.29	9,505	D
Common Stock	09/15/2025		D		283(2)	D	$90.29	9,222	D
Common Stock	09/15/2025		D		391(2)	D	$90.29	8,831	D
Common Stock								1,010	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			727	(5)	(5)	Common Stock	727	$0.0	10,145	D
Restricted Stock Units(3)	(4)	09/15/2025		M			527	(5)	(5)	Common Stock	527	$0.0	9,618	D
Restricted Stock Units(6)	(4)	09/15/2025		A		1,163		(5)	(5)	Common Stock	1,163	$0.0	10,781	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: Ann Gill	09/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Ann Gill report on Form 4 for Axos Financial (AX)?

Ann Gill reported RSU vesting and a grant on 09/15/2025, with vested RSUs of 727 and 527 units and an additional grant of 1,163 RSUs.

How many shares were issued and at what price in the Form 4 for AX?

Transactions were reported at $90.29 per share; vested RSUs converted to common stock with various resulting beneficial ownership lines.

Why were some shares retained by Axos Financial in this filing?

The company retained shares for tax withholding in connection with the net-settlement on issuance of vested RSUs, as disclosed in the form.

Under which plan were the RSUs granted for the AX filing?

The RSUs were granted under the Axos Financial, Inc. 2014 Stock Incentive Plan (and referenced amended 2014 plan where applicable).

When was the Form 4 signed and filed for Ann Gill's transactions?

The Form 4 shows signature by Derrick Walsh for Ann Gill dated 09/17/2025.