Axos Financial (NYSE: AX) CAO nets shares, receives new RSU grant

Rhea-AI Filing Summary

Axos Financial, Inc. senior vice president and chief accounting officer Ann Gill reported routine equity compensation activity involving restricted stock units (RSUs) and common stock. On March 15, 2026, 1,448 RSUs vested and were converted into an equal number of common shares, consistent with the plan where one RSU equals one share.

In connection with the vesting, 458 and 399 common shares (857 total) were withheld and returned to Axos Financial for tax withholding under a net-settlement arrangement, rather than sold in the market. Gill also received a new grant of 1,359 RSUs under the company’s stock incentive plan. Following these transactions, she holds 10,303 shares of common stock directly and 1,423 shares indirectly through a 401(k) plan, along with 8,786 RSUs outstanding.

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^*

GILL ANN

(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)
			SVP, Chief Accounting 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		773	A	$84.68	10,485	D
Common Stock(1)	03/15/2026		M		675	A	$84.68	11,160	D
Common Stock	03/15/2026		D		458(2)	D	$84.68	10,702	D
Common Stock	03/15/2026		D		399(2)	D	$84.68	10,303	D
Common Stock								1,423	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			773	(5)	(5)	Common Stock	773	$0.0	8,102	D
Restricted Stock Units(3)	(4)	03/15/2026		M			675	(5)	(5)	Common Stock	675	$0.0	7,427	D
Restricted Stock Units(6)	(4)	03/15/2026		A		1,359		(5)	(5)	Common Stock	1,359	$0.0	8,786	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: Ann Gill	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 Ann Gill report for Axos Financial (AX)?

Ann Gill reported RSU vesting, share issuance, tax withholding, and a new RSU grant. On March 15, 2026, 1,448 RSUs converted to common shares, 857 shares were withheld for taxes, and she received 1,359 new RSUs under Axos Financial’s stock incentive plan.

How many Axos Financial (AX) shares did Ann Gill receive from RSU vesting?

Ann Gill had 1,448 restricted stock units vest and convert into 1,448 shares of Axos Financial common stock on March 15, 2026. These shares arose from previously granted RSUs that vest in one-third installments on each anniversary of the grant date under the company’s stock plan.

Were any of Ann Gill’s Axos Financial (AX) shares sold in the market?

The filing shows no open-market sales. Instead, 458 and 399 shares, totaling 857, were retained by Axos Financial to cover tax withholding obligations related to the RSU vesting. This disposition to the issuer reflects a standard net-settlement mechanism, not discretionary selling.

What new equity award did Ann Gill receive from Axos Financial (AX)?

Ann Gill received a grant of 1,359 restricted stock units on March 15, 2026 under Axos Financial’s 2014 Stock Incentive Plan. Each RSU represents a contingent right to receive one share of common stock, vesting in one-third increments on each anniversary of the grant date.

What are Ann Gill’s Axos Financial (AX) share and RSU holdings after these transactions?

After the reported transactions, Ann Gill directly holds 10,303 shares of Axos Financial common stock and indirectly holds 1,423 shares through a 401(k) plan. She also has 8,786 RSUs outstanding, each representing a contingent right to receive one share of common stock in the future.

How do tax withholding transactions work in Axos Financial (AX) RSU vesting?

When RSUs vest, Axos Financial may retain a portion of the newly issued shares to satisfy tax withholding. In this case, 857 shares were retained by the company for tax purposes, reducing the net shares delivered to Ann Gill while avoiding a separate cash payment for the tax liability.