Axos Financial (NYSE: AX) COO logs RSU vesting, tax withholding and new grant

Rhea-AI Filing Summary

Axos Financial, Inc. executive Raymond D. Matsumoto, EVP and Chief Operating Officer, reported compensation-related stock activity on March 15, 2026. He exercised restricted stock units (RSUs) covering 2,474 and 1,956 shares of Common Stock, converting them into a total of 4,430 Common shares.

In connection with these RSU vestings, 1,055 and 1,398 Common shares were returned to Axos Financial, Inc. for tax withholding as part of a net-share settlement, rather than sold on the open market. Matsumoto also received a new grant of 3,189 RSUs under the company’s 2014 Stock Incentive Plan.

Following these transactions, he directly holds 40,886 shares of Common Stock and has 2,237 shares held indirectly through a 401(k) Plan, along with 18,734 RSUs reported as outstanding after the new award and vesting events.

Insights

Equity compensation analyst

Routine RSU vesting, tax withholding, and a new grant; no open-market trades.

EVP and COO Raymond D. Matsumoto exercised RSUs into 4,430 Common shares and received a new 3,189-unit RSU grant under Axos Financial’s 2014 Stock Incentive Plan. Footnotes clarify each RSU converts into one share and vests in annual one-third installments.

The 1,055 and 1,398 Common shares coded as dispositions were retained by Axos Financial, Inc. for tax withholding in a net-settlement, not sold into the market. After these events he directly holds 40,886 Common shares, plus 2,237 shares via a 401(k) Plan, with 18,734 RSUs outstanding.

These are standard executive compensation movements without open-market buying or selling, so they are typically viewed as administratively neutral rather than as a directional signal about the company’s valuation.

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^*

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)
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		2,474	A	$84.68	41,383	D
Common Stock(1)	03/15/2026		M		1,956	A	$84.68	43,339	D
Common Stock	03/15/2026		D		1,055(2)	D	$84.68	42,284	D
Common Stock	03/15/2026		D		1,398(2)	D	$84.68	40,886	D
Common Stock								2,237	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			2,474	(5)	(5)	Common Stock	2,474	$0.0	17,501	D
Restricted Stock Units(3)	(4)	03/15/2026		M			1,956	(5)	(5)	Common Stock	1,956	$0.0	15,545	D
Restricted Stock Units(6)	(4)	03/15/2026		A		3,189		(5)	(5)	Common Stock	3,189	$0.0	18,734	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: Derrick Walsh For: Raymond Matsumoto	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) COO Raymond Matsumoto report?

Raymond D. Matsumoto reported RSU vesting, a new RSU grant, and related tax-withholding dispositions. He converted 2,474 and 1,956 RSUs into Common Stock and received 3,189 new RSUs under Axos Financial’s 2014 Stock Incentive Plan, with no open-market trades disclosed.

Were any Axos Financial (AX) shares bought or sold on the open market in this Form 4?

No open-market purchases or sales were reported. The filing shows RSU exercises converting into Common Stock and shares returned to Axos Financial, Inc. for tax withholding, which is a non-market transaction typically used to cover income tax obligations at vesting.

How many Axos Financial (AX) shares does Raymond Matsumoto hold after these transactions?

After these transactions, Raymond D. Matsumoto directly holds 40,886 shares of Axos Financial Common Stock. He also has 2,237 shares held indirectly through a 401(k) Plan and 18,734 restricted stock units outstanding, reflecting his ongoing equity-based compensation stake.

What is the nature of the RSU grant reported for Axos Financial (AX) COO?

The filing shows a grant of 3,189 restricted stock units to Raymond D. Matsumoto on March 15, 2026. These RSUs were issued under Axos Financial’s 2014 Stock Incentive Plan and vest as to one-third of the shares on each anniversary date of the grant, subject to continued service.

Why were some Axos Financial (AX) shares classified as dispositions to the issuer?

Shares classified as dispositions were retained by Axos Financial, Inc. for tax withholding in connection with RSU vesting. This net-settlement method reduces the shares delivered to the executive, but does not involve selling shares into the market, and is common in equity compensation programs.

How do the Axos Financial (AX) RSUs reported in this Form 4 convert into shares?

Each RSU represents a contingent right to receive one share of Axos Financial, Inc. Common Stock. Upon vesting, RSUs settle in shares, with a portion often withheld by the company for taxes. The remaining shares are delivered to the executive as part of long-term equity compensation.