Axos Financial (AX) exec nets 1,151 shares and new 1,814 RSU grant

Rhea-AI Filing Summary

Axos Financial, Inc. executive Brian D. Swanson reported compensation-related equity activity. On March 15, 2026, previously granted restricted stock units (RSUs) vested into 2,601 shares of common stock, while 1,450 shares were retained by Axos Financial, Inc. to cover tax withholding through net settlement, leaving a net 1,151 shares issued.

On the same date, Swanson also received a new grant of 1,814 RSUs under the Axos Financial, Inc. 2014 Stock Incentive Plan, each RSU representing one share of common stock and carrying dividend equivalent rights. Following these transactions, he holds 56,124 shares of common stock directly, 2,869 shares indirectly through a 401(k) plan, and 24,776 RSUs.

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^*

Swanson Brian 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)
			President, Consumer Bank

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		1,387	A	$84.68	56,360	D
Common Stock(1)	03/15/2026		M		1,214	A	$84.68	57,574	D
Common Stock	03/15/2026		D		796(2)	D	$84.68	56,778	D
Common Stock	03/15/2026		D		654(2)	D	$84.68	56,124	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			1,387	(5)	(5)	Common Stock	1,387	$0.0	24,176	D
Restricted Stock Units(3)	(4)	03/15/2026		M			1,214	(5)	(5)	Common Stock	1,214	$0.0	22,962	D
Restricted Stock Units(6)	(4)	03/15/2026		A		1,814		(5)	(5)	Common Stock	1,814	$0.0	24,776	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: Brian Swanson	03/16/2026
	** 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).
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FAQ

What insider transactions did Axos Financial (AX) report for Brian D. Swanson?

Brian D. Swanson reported RSU vesting, tax withholding, and a new RSU grant. Previously granted RSUs vested into 2,601 common shares, 1,450 shares were withheld for taxes, and he received 1,814 new RSUs under the company’s 2014 Stock Incentive Plan.

How many Axos Financial (AX) shares did Brian D. Swanson effectively gain from the RSU vesting?

Swanson effectively gained 1,151 shares of Axos common stock. RSUs vested into 2,601 shares, while 1,450 shares were retained by Axos Financial, Inc. for tax withholding via net settlement, resulting in a net issuance of 1,151 shares to him.

What new equity award did Brian D. Swanson receive from Axos Financial (AX)?

Swanson received a grant of 1,814 restricted stock units. The RSUs were granted under the Axos Financial, Inc. 2014 Stock Incentive Plan, vest one-third on each anniversary of grant, and each RSU represents a contingent right to receive one share of common stock.

Did Brian D. Swanson sell Axos Financial (AX) shares in the open market?

The filing shows dispositions to the issuer, not open-market sales. A total of 1,450 shares were returned to Axos Financial, Inc. for tax withholding related to RSU vesting through net-settlement, rather than being sold in open-market transactions.

What are Brian D. Swanson’s Axos Financial (AX) holdings after these transactions?

Swanson holds direct, indirect, and RSU interests in Axos. After the reported activity, he owns 56,124 common shares directly, 2,869 shares indirectly through a 401(k) plan, and 24,776 restricted stock units that may convert into common shares upon vesting.

How do the Axos Financial (AX) RSUs granted to Brian D. Swanson vest?

The RSUs vest in three equal annual installments. According to the disclosure, the restricted stock units vest as to one-third of the shares on each anniversary of the grant date, and are accompanied by dividend equivalent rights until settlement.