Axos Financial grants Swanson 2,968 RSUs

Axos Financial’s consumer bank president reported RSU vesting, tax-withholding share returns to the issuer, a new RSU grant, and updated 401(k) holdings.

Rhea-AI Filing Summary

Axos Financial, Inc. (AX) reported that Brian D. Swanson, President, Consumer Bank, had Restricted Stock Units vest and a new equity award on September 15, 2026. 3,381 RSUs vested into 3,381 common shares, of which 1,822 shares were returned to Axos Financial, Inc. for tax withholding in a net-settlement, leaving the remainder issued to him. On the same date, he received a new grant of 2,968 RSUs, each representing a contingent right to one share of common stock and vesting in one-third increments on each anniversary of the grant date. He also reported 2,869 common shares held indirectly through a 401(k) Plan after these transactions. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

3,381 shares exercised/converted

Exercise 5 txns

Insider Swanson Brian D

Role Insider

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F3, F4, F5	3,381	$0.00	$0.00
Grant/Award	Restricted Stock Units F6, F4, F5	2,968	$0.00	$0.00
Exercise	Common Stock F1	3,381	$92.68	$313K
Disposition	Common Stock F2	1,822	$92.68	$169K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 20,243 contracts (Direct); Common Stock — 59,582 shares (Direct); Common Stock — 2,869 shares (Indirect, 401(k) Plan)

Footnotes (6)

1. F1. Represents shares of Common Stock issued on September 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. F2. 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. F3. 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. F4. Each RSU represents a contingent right to receive one share of Axos Financial, Inc. Common Stock.
5. F5. The RSUs vest as to one-third of the shares on each anniversary date of grant.
6. F6. Grant to the reporting person on September 15, 2026 of restricted stock units ("RSUs") under the Axos Financial, Inc. 2014 Stock Incentive Plan.

Key Figures

RSUs vested into common stock: 3,381 shares Shares retained for tax withholding: 1,822 shares New RSU grant: 2,968 RSUs +3 more

6 metrics

RSUs vested into common stock 3,381 shares Common stock issued on September 15, 2026 following RSU vesting

Shares retained for tax withholding 1,822 shares Shares of common stock retained by Axos Financial, Inc. for tax withholding on RSU net-settlement

New RSU grant 2,968 RSUs Restricted Stock Units granted on September 15, 2026 under the 2014 Stock Incentive Plan

Per-share value for vested RSUs $92.68 per share Reported for 3,381 common shares issued upon RSU vesting

Indirect 401(k) holdings 2,869 shares Common stock held indirectly through a 401(k) Plan after the reported transactions

RSU vesting schedule One-third per year RSUs vest as to one-third of the shares on each anniversary of the grant date

Key Terms

Restricted Stock Units, net-settlement, dividend equivalent rights, 401(k) Plan

4 terms

Restricted Stock Units financial

"Grant to the reporting person on September 15, 2026 of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

net-settlement financial

"in connection with the net-settlement on the issuance of shares of Common"

dividend equivalent rights financial

"The RSUs are accompanied by dividend equivalent rights."

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

401(k) Plan financial

"Common Stock held indirectly through a 401(k) Plan"

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity award activity did Axos Financial (AX) report for Brian D. Swanson on September 15, 2026?

On September 15, 2026, 3,381 RSUs vested into 3,381 shares of common stock, and Brian D. Swanson received a new grant of 2,968 RSUs under Axos Financial, Inc.’s 2014 Stock Incentive Plan.

How many Axos Financial (AX) shares were used for tax withholding in this Form 4?

The filing states that 1,822 shares of Axos Financial, Inc. common stock were retained by the company for tax withholding purposes in connection with the net-settlement of vested RSUs.

What is the per-share value reported for the Axos Financial (AX) RSU vesting transaction?

For the vested RSUs converting into common stock, the Form 4 reports a per-share value of $92.68 for 3,381 shares of Axos Financial, Inc. common stock issued on September 15, 2026.

How many Axos Financial (AX) RSUs were newly granted to Brian D. Swanson?

Brian D. Swanson was granted 2,968 Restricted Stock Units (RSUs) on September 15, 2026. Each RSU represents a contingent right to receive one share of Axos Financial, Inc. common stock and vests in one-third increments annually.

What indirect Axos Financial (AX) holdings does Brian D. Swanson report in this Form 4?

The Form 4 shows 2,869 shares of Axos Financial, Inc. common stock held indirectly through a 401(k) Plan after the reported transactions on September 15, 2026.

Are the Axos Financial (AX) RSUs accompanied by dividend equivalent rights?

Yes. The filing notes that the Restricted Stock Units are accompanied by dividend equivalent rights, and each RSU represents a contingent right to receive one share of Axos Financial, Inc. common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/16/2026 - 07:16 PM Accepted by SEC EDGAR 09/16/2026 - 07:15 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Swanson Brian D

(Last) (First) (Middle)

9205 WEST RUSSELL ROAD

SUITE 400

(Street)

LAS VEGAS NEVADA 89148

(City) (State) (Zip)

UNITED STATES

(Country)

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, Consumer Bank

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)	09/15/2026		M		3,381	A	$92.68	61,404	D
Common Stock	09/15/2026		D		1,822(2)	D	$92.68	59,582	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)	09/15/2026		M			3,381	(5)	(5)	Common Stock	3,381	$0.0	17,275	D
Restricted Stock Units(6)	(4)	09/15/2026		A		2,968		(5)	(5)	Common Stock	2,968	$0.0	20,243	D

Explanation of Responses:

1. Represents shares of Common Stock issued on September 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 September 15, 2026 of restricted stock units ("RSUs") under the Axos Financial, Inc. 2014 Stock Incentive Plan.

	By: Derrick Walsh For: Brian Swanson	09/16/2026
	** 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.
* Form 4: SEC 1474 (03-26)