Axos Financial (AX) EVP exercises RSUs, returns shares for taxes and gains new award

Rhea-AI Filing Summary

Axos Financial, Inc. executive Michael James Watson reported routine equity compensation activity tied to restricted stock units on March 15, 2026. He exercised RSUs into 1,105 and 1,349 shares of common stock at $84.68 per share and received a new award of 2,020 RSUs under the company’s stock incentive plan.

A total of 610 and 685 common shares were returned to Axos Financial to cover tax withholding in connection with the net share settlement, rather than sold in the open market. After these transactions, Watson directly holds 5,753 shares of common stock and indirectly holds 777 shares through a 401(k) plan, indicating these are standard compensation and tax-related movements rather than discretionary trading.

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^*

Watson Michael James

(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, Head of Axos Securities

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		1,105	A	$84.68	5,699	D
Common Stock(1)	03/15/2026		M		1,349	A	$84.68	7,048	D
Common Stock	03/15/2026		D		610(2)	D	$84.68	6,438	D
Common Stock	03/15/2026		D		685(2)	D	$84.68	5,753	D
Common Stock								777	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			1,105	(5)	(5)	Common Stock	1,105	$0.0	10,971	D
Restricted Stock Units(6)	(4)	03/15/2026		M			1,349	(5)	(5)	Common Stock	1,349	$0.0	9,622	D
Restricted Stock Units(7)	(4)	03/15/2026		A		2,020		(5)	(5)	Common Stock	2,020	$0.0	11,642	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 BofI Holding, Inc. 2004 and 2014 Stock Incentive Plans. Each RSU represents a contingent right to receive one share of BofI Holding, Inc. Common Stock. 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. 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.

7. 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: Michael Watson	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).
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 insider transactions did Axos Financial (AX) report for Michael James Watson?

Axos Financial reported that executive Michael James Watson exercised restricted stock units into common shares and received a new RSU grant. Some shares were returned to the company for tax withholding, reflecting routine compensation-related activity rather than discretionary open-market trading.

How many Axos Financial (AX) shares did Michael James Watson acquire through RSU exercises?

Michael James Watson acquired 1,105 and 1,349 Axos Financial common shares through RSU exercises at a reported value of $84.68 per share. These issuances followed RSU vesting under the company’s stock incentive plans, converting his derivative awards into directly held common stock.

Why were some Axos Financial (AX) shares returned to the company in this Form 4?

A total of 610 and 685 Axos Financial common shares were retained by the company for tax withholding in connection with net-settlement of vested RSUs. This disposition to the issuer is a standard mechanism for covering tax obligations, not an open-market sale by the executive.

What new equity award did Michael James Watson receive from Axos Financial (AX)?

Michael James Watson received a grant of 2,020 restricted stock units under the Axos Financial 2014 Stock Incentive Plan. Each RSU represents a contingent right to one share of common stock and is accompanied by dividend equivalent rights, vesting one-third on each anniversary of the grant date.

How many Axos Financial (AX) shares does Michael James Watson hold after these transactions?

Following the reported transactions, Michael James Watson directly holds 5,753 shares of Axos Financial common stock. He also indirectly holds 777 additional common shares through a 401(k) plan, reflecting his combined position reported in this Form 4 filing.