[Form 4] Axos Financial, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Michael Watson, EVP and Head of Axos Securities, reported transactions related to vested restricted stock units. On 09/23/2025, 952 shares of common stock were issued to Mr. Watson upon vesting of RSUs under the Axos Financial, Inc. 2014 Stock Incentive Plan; those shares had a reported price of $88.46 per share. Also on 09/23/2025, 512 shares were retained by Axos Financial for tax withholding in connection with the net settlement of the vesting, leaving Mr. Watson with 4,594 shares directly owned following the disposition and a total direct beneficial ownership of 5,106 shares after the issuance. The filing notes the RSUs vest one-third on each anniversary of grant and include dividend equivalent rights.

Positive

• Executive-share alignment: Vesting of RSUs increases the reporting person's direct ownership, aligning interests with shareholders.
• Structured compensation: RSUs vesting on anniversaries indicates a time-based retention mechanism tied to continued service.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine executive equity vesting aligns management with shareholders without signaling unusual activity.

The Form 4 documents a standard issuance of shares from vested RSUs and the customary withholding of shares for taxes. The size of the issuance (952 shares) and the withholding (512 shares) are consistent with scheduled vesting described in the award terms. This transaction reflects compensation realization rather than open-market buying or selling and does not in itself alter control or materially change capital structure. For governance, continued use of time‑based RSUs and dividend equivalents supports alignment with shareholder interests.

Securities Analyst

TL;DR: Transaction is routine compensation-related vesting; negligible near-term market impact at disclosed sizes and price.

The filing shows issuance of 952 shares at an accounting price of $88.46 following RSU vesting, with 512 shares withheld for tax obligations. The net change to the reporting person’s direct ownership is modest (net increase reflected by issuance offset by withholding), and the total directly held shares remain small relative to a public float. There is no derivative exercise or sale into the open market reported here. Investors should note this is a standard equity compensation event rather than a signal of liquidity needs or insider selling.

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).

1. Name and Address of Reporting Person^*

Watson Michael James

(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, Head of Axos Securities

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		952	A	$88.46	5,106	D
Common Stock	09/23/2025		D		512(2)	D	$88.46	4,594	D
Common Stock								487	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			952	(5)	(5)	Common Stock	952	$88.46	12,076	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 Walsh For: Michael Watson	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 Michael Watson report on Form 4 for Axos Financial (AX)?

On 09/23/2025, Michael Watson reported issuance of 952 shares upon RSU vesting and the retention of 512 shares by the company for tax withholding.

How many shares does Michael Watson beneficially own after the reported transactions?

The filing shows 5,106 shares beneficially owned following the reported transactions, with 4,594 shares directly owned after the withholding disposition.

Under which plan were the RSUs granted?

The RSUs were granted under the Axos Financial, Inc. 2014 Amended and Restated 2014 Stock Incentive Plan and were accompanied by dividend equivalent rights.

What is the vesting schedule for the RSUs reported?

The RSUs vest as to one-third of the shares on each anniversary of the grant date.

At what price were the vested shares reported?

The shares issued on vesting are reported at a price of $88.46 per share.