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

Rhea-AI Filing Summary

David Park, President, Commercial Bank at Axos Financial, Inc. (AX) received vesting and a new RSU grant on September 15, 2025. Two tranches of previously granted restricted stock units vested, resulting in the issuance of 1,793 and 1,477 shares of common stock at an indicated price of $90.29 per share (transaction code M). Axos withheld 750 and 910 shares to satisfy tax-withholding obligations related to the net settlement of the vested RSUs. The filing also shows a new grant of 3,197 RSUs on September 15, 2025. After these transactions, the reporting person’s beneficial ownership figures are reported in the form (including direct and indirect holdings, and shares under RSUs).

Positive

• Vesting of RSUs aligns executive compensation with long-term shareholder interests via equity incentives
• New RSU grant (3,197) demonstrates continued use of equity awards to retain and motivate management

Negative

• Tax-withholding disposals (750 and 910 shares) reduced the number of shares received by the reporting person
• No open-market purchases disclosed that would indicate personal capital deployment into AX shares

Insights

Financial Analyst

TL;DR Routine executive equity vesting and a new RSU grant; minor share withholding for taxes; no indication of market disposition beyond withholding.

The Form 4 documents customary compensation events: vesting of prior RSU awards that converted into 1,793 and 1,477 shares, and a contemporaneous grant of 3,197 new RSUs. The shares issued on vesting show net-settlement withholding of 750 and 910 shares, which is a standard tax-related disposition rather than an open-market sale. Transaction code M indicates shares were issued upon vesting, not purchased in the market. These events are primarily compensation-accounting and governance disclosures rather than signals of material operational change.

Corporate Governance Expert

TL;DR Compensation-related filings reflecting vesting schedule adherence and grant activity; consistent with equity incentive plan mechanics.

The report confirms RSUs granted under the 2014 Stock Incentive Plan with typical one-third annual vesting. Dividend equivalent rights accompany the RSUs and the report discloses net-share withholding to cover taxes. The new grant of 3,197 RSUs and the conversion of earlier RSUs are routine governance matters documenting executive alignment with long-term incentive structures. No departures, sales beyond withholding, or plan amendments are disclosed.

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^*

PARK DAVID X

(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)
			President, Commercial Bank

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		1,793	A	$90.29	18,931	D
Common Stock(1)	09/15/2025		M		1,477	A	$90.29	20,408	D
Common Stock	09/15/2025		D		750(2)	D	$90.29	19,658	D
Common Stock	09/15/2025		D		910(2)	D	$90.29	18,748	D
Common Stock								1,541	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			1,793	(5)	(5)	Common Stock	1,793	$0.0	28,665	D
Restricted Stock Units(3)	(4)	09/15/2025		M			1,477	(5)	(5)	Common Stock	1,477	$0.0	27,188	D
Restricted Stock Units(6)	(4)	09/15/2025		A		3,197		(5)	(5)	Common Stock	3,197	$0.0	30,385	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: David Park	09/17/2025
	** 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).
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.

FAQ

What RSU activity did David Park report on Form 4 for AX?

The filing shows vesting of 1,793 and 1,477 RSUs on 09/15/2025 and a new grant of 3,197 RSUs on the same date.

Were any shares sold by the reporting person in the Form 4?

No open-market sales are reported; the filing shows 750 and 910 shares withheld by the company for tax purposes in connection with net settlement.

Under which plan were the RSUs granted?

The RSUs were granted under the Axos Financial, Inc. 2014 Amended and Restated 2014 Stock Incentive Plan (also referenced as the 2014 Stock Incentive Plan).

What does transaction code 'M' indicate on this Form 4?

Transaction code M indicates shares were issued upon the vesting of restricted stock units, not purchased in the open market.

How were the vested RSUs structured for vesting?

The RSUs vest as to one-third of the shares on each anniversary of the date of grant and include dividend equivalent rights.