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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 1,651 | $0.00 | -- |
| Exercise | Restricted Stock Units | 1,055 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 2,769 | $0.00 | -- |
| Exercise | Common Stock | 1,055 | $90.29 | $95K |
| Exercise | Common Stock | 1,651 | $90.29 | $149K |
| Disposition | Common Stock | 889 | $90.29 | $80K |
| Disposition | Common Stock | 568 | $90.29 | $51K |
| holding | Common Stock | -- | -- | -- |
Footnotes (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. 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. 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. Each RSU represents a contingent right to receive one share of Axos Financial, Inc. Common Stock. The RSUs vest as to one-third of the shares on each anniversary date of grant. Grant to the reporting person on September 15, 2025 of restricted stock units ("RSUs") under the Axos Financial, Inc. 2014 Stock Incentive Plan.
