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

Rhea-AI Filing Summary

Candace L. Thiele, an executive at Axos Financial, Inc. (AX), reported transactions on September 15, 2025 showing the vesting and issuance of restricted stock units (RSUs) granted under the Axos Financial, Inc. 2014 Stock Incentive Plan. The filing indicates RSUs vested and were converted to common stock on that date; a portion of the issued shares (200 and 199 shares) were retained by the company for tax withholding in connection with net settlement. The RSUs vest in one-third increments on each anniversary of grant and include dividend equivalent rights. The Form 4 was signed on behalf of the reporting person by Derrick Walsh on September 17, 2025.

Positive

• RSUs converted to common stock under the company’s long-term incentive plan, aligning executive compensation with shareholder value
• Clear disclosure of withholding for taxes and plan terms, meeting Section 16 reporting requirements

Negative

• Shares withheld for tax purposes (200 and 199 shares), which reduced the net shares delivered to the reporting person
• No sale or purchase activity disclosed that would provide additional liquidity or signaling to investors

Insights

Financial Analyst

TL;DR Insider received vested RSUs converted to shares, with some withheld for taxes; routine, non-material insider compensation event.

The filing documents the vesting and issuance of RSUs to Candace L. Thiele under the company’s 2014 Stock Incentive Plan on September 15, 2025. Specific shares were converted and a small number were withheld for tax purposes. This reflects standard equity compensation mechanics rather than an economic transaction signaling a change in ownership intent. There is no disclosed sale or purchase for investment gain; the transactions are internal settlements following vesting.

Corporate Governance Expert

TL;DR Report shows standard executive equity vesting and tax withholding under the company plan; governance processes appear followed.

The Form 4 records grant vesting and net-settlement tax withholdings consistent with plan terms. The disclosure lists the plan, dividend equivalent rights, vesting schedule, and withholding counts, meeting Section 16 reporting requirements. There are no indications of accelerated vesting, related-party transfers, or other governance issues in the provided text.

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^*

THIELE CANDACE L

(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 Administrative Offi

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		393	A	$90.29	416	D
Common Stock(1)	09/15/2025		M		395	A	$90.29	811	D
Common Stock	09/15/2025		D		200(2)	D	$90.29	611	D
Common Stock	09/15/2025		D		199(2)	D	$90.29	412	D
Common Stock								167	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			393	(5)	(5)	Common Stock	393	$0.0	4,123	D
Restricted Stock Units(3)	(4)	09/15/2025		M			395	(5)	(5)	Common Stock	395	$0.0	3,728	D
Restricted Stock Units(6)	(4)	09/15/2025		A		997		(5)	(5)	Common Stock	997	$0.0	4,725	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: Candace Thiele	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 did Candace Thiele report on Form 4 for Axos Financial (AX)?

The Form 4 reports the vesting and issuance of restricted stock units (RSUs) converted to common stock on September 15, 2025, with certain shares withheld for taxes.

How many shares were withheld for taxes in the Axos (AX) filing?

The filing shows 200 and 199 shares retained by Axos Financial for tax withholding in connection with the RSU settlement.

Under which plan were the RSUs granted to the reporting person?

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

What is the vesting schedule disclosed for the RSUs?

The RSUs vest as to one-third of the shares on each anniversary of the date of grant.

Does the filing show any sales or purchases of Axos (AX) stock by the reporting person?

No; the transactions disclosed relate to RSU vesting, conversion to shares, and tax-withholding; there is no reported sale or open-market purchase.