AX Form 4: RSU vesting, tax-withholding shares, and 401(k) holdings disclosed

Rhea-AI Filing Summary

Axos Financial insider filing: On 09/15/2025, reporting person Eshel Bar-Adon received vesting restricted stock units (RSUs) that converted into shares of Common Stock at a reported price of $90.29 per share. The filing shows acquisitions of 1,055 and 1,651 shares from vested RSUs, alongside net-share withholding of 889 and 568 shares for tax purposes. The reporting person also had a grant of 2,769 RSUs and 3,232 shares held indirectly in a 401(k) plan. Following the transactions the filing reports beneficial ownership figures in the range of ~126,742 to 128,199 shares, with the last direct ownership figure shown as 126,742 shares.

Positive

• Vesting event: Reporting person received vested RSUs converting to common stock on 09/15/2025 (1,055 and 1,651 shares).
• New grant disclosed: Grant of 2,769 RSUs on 09/15/2025 under the company’s 2014 Stock Incentive Plan.
• Dividend equivalent rights: The RSUs are accompanied by dividend equivalent rights, as stated in the filing.

Negative

• Tax withholding via share retention: Axos retained 889 and 568 shares in connection with net-settlement for tax withholding on the vested RSUs.

Insights

Compensation Analyst

TL;DR: Vesting of RSUs and a new RSU grant reflect routine executive compensation activity, with tax withholding via share retention.

The filing documents the vesting and settlement of restricted stock units for the reporting officer and a simultaneous grant of RSUs on 09/15/2025. The transactions include gross issuance of shares from vested RSUs and the retention of specific share amounts (889 and 568 shares) by the issuer to satisfy tax withholding obligations. The presence of dividend equivalent rights on the RSUs is noted. Overall, this is a standard compensation event rather than a separate open-market transaction.

Corporate Governance Expert

TL;DR: Form 4 shows standard equity compensation mechanics; disclosures are complete for vesting, withholding, and indirect holdings.

The Form 4 discloses the mechanics of RSU vesting, conversion into common stock, and net-settlement withholding. It also identifies indirect ownership through a 401(k) vehicle and confirms the grant was made under the company’s 2014 Stock Incentive Plan. The filing includes specific share amounts and the per-share price used in the reporting. From a governance disclosure standpoint, the document provides the required specifics on amounts, ownership form, and nature of holdings.

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^*

Bar-Adon Eshel

(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
X	Officer (give title below)		Other (specify below)
	EVP, Strategic Partnerships an

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		1,055	A	$90.29	126,548	D
Common Stock(1)	09/15/2025		M		1,651	A	$90.29	128,199	D
Common Stock	09/15/2025		D		889(2)	D	$90.29	127,310	D
Common Stock	09/15/2025		D		568(2)	D	$90.29	126,742	D
Common Stock								3,232	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			1,651	(5)	(5)	Common Stock	1,651	$0.0	14,301	D
Restricted Stock Units(3)	(4)	09/15/2025		M			1,055	(5)	(5)	Common Stock	1,055	$0.0	13,246	D
Restricted Stock Units(6)	(4)	09/15/2025		A		2,769		(5)	(5)	Common Stock	2,769	$0.0	16,015	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: Eshel Bar-Adon	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 the Form 4 filed for Axos Financial (AX) on 09/15/2025 disclose?

The Form 4 shows vesting and conversion of RSUs into Common Stock, a grant of 2,769 RSUs, acquisitions of 1,055 and 1,651 shares, and share withholding of 889 and 568 shares for taxes.

How many shares were acquired from vested RSUs according to the filing?

The filing reports acquisitions of 1,055 and 1,651 shares from vested RSUs on 09/15/2025.

What amount was withheld for taxes in the Form 4 for AX?

Axos retained 889 and 568 shares for tax withholding related to the net-settlement of vested RSUs.

Were any indirect holdings disclosed in the Form 4 for Axos (AX)?

Yes. The filing shows 3,232 shares held indirectly through a 401(k) plan.

At what price were the vested shares reported in the Form 4?

The filing reports a per-share price of $90.29 for the transactions related to the vested RSUs.