Axos Financial (AX) CFO reports RSU vesting, tax withholding and new grant

Rhea-AI Filing Summary

Axos Financial, Inc. Executive Vice President and Chief Financial Officer Derrick Walsh reported equity compensation activity involving restricted stock units (RSUs) and common stock. On March 15, 2026, he exercised RSUs covering 3,607 shares of common stock, converting previously granted RSUs into shares at a stated price of $0.00 per unit.

In connection with this vesting, Axos Financial, Inc. retained shares of common stock for tax withholding through net settlement, recorded as dispositions to the issuer rather than open-market sales. Walsh also received a new grant of 3,130 RSUs under the company’s 2014 Stock Incentive Plan, which vest in three equal annual installments and carry dividend equivalent rights. Following these transactions, he directly owned 39,526 shares of common stock and indirectly held 2,869 shares through a 401(k) plan.

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^*

Walsh Derrick

(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
X	Officer (give title below)		Other (specify below)
	EVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

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)	03/15/2026		M		1,988	A	$84.68	39,924	D
Common Stock(1)	03/15/2026		M		1,619	A	$84.68	41,543	D
Common Stock	03/15/2026		D		1,144(2)	D	$84.68	40,399	D
Common Stock	03/15/2026		D		873(2)	D	$84.68	39,526	D
Common Stock								2,869	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)	03/15/2026		M			1,988	(5)	(5)	Common Stock	1,988	$0.0	14,684	D
Restricted Stock Units(3)	(4)	03/15/2026		M			1,619	(5)	(5)	Common Stock	1,619	$0.0	13,065	D
Restricted Stock Units(6)	(4)	03/15/2026		A		3,130		(5)	(5)	Common Stock	3,130	$0.0	16,195	D

Explanation of Responses:

1. Represents shares of Common Stock issued on March 15, 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.

6. Grant to the reporting person on March 15, 2026 of restricted stock units ("RSUs") under the Axos Financial, Inc. 2014 Stock Incentive Plan.

	By: Andrew Micheletti For: Derrick Walsh	03/16/2026
	** 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 insider transactions did Axos Financial (AX) CFO Derrick Walsh report?

Derrick Walsh reported vesting and exercise of restricted stock units into common shares and related tax withholding dispositions to Axos Financial, plus a new RSU grant. These are compensation-related equity movements rather than open-market stock purchases or sales.

How many Axos Financial (AX) RSUs did the CFO have vest and convert to shares?

Walsh exercised restricted stock units covering 3,607 shares of Axos Financial common stock at a stated price of $0.00 per unit. The shares were issued following vesting under the company’s 2014 Stock Incentive Plan and represent previously granted equity awards.

Did the Axos Financial (AX) CFO sell shares in the open market in this Form 4?

No open-market sales were reported. Dispositions labeled with code “D” reflect shares retained by Axos Financial to cover tax withholding on vested RSUs through net settlement, meaning the company, not the market, received those shares for tax purposes.

What new equity award did the Axos Financial (AX) CFO receive?

Walsh received a grant of 3,130 restricted stock units under Axos Financial’s 2014 Stock Incentive Plan. These RSUs vest in three equal annual installments and each unit represents a contingent right to receive one share of common stock, with accompanying dividend equivalent rights.

What are the Axos Financial (AX) CFO’s reported share holdings after the transactions?

After the reported transactions, Walsh directly owned 39,526 shares of Axos Financial common stock and indirectly held 2,869 additional shares through a 401(k) plan. These figures reflect his equity position as of the transaction date disclosed in the Form 4 filing.

How do the Axos Financial (AX) CFO’s RSUs vest over time?

The RSUs vest in three equal installments, with one-third of the units vesting on each anniversary of the grant date. This structure spreads the delivery of shares over several years, aligning the CFO’s equity compensation with longer-term service and company performance.