Axos Form 4: Matsumoto RSU Vesting, Shares Issued and Withheld for Taxes

Rhea-AI Filing Summary

Axos Financial insider activity: Raymond D. Matsumoto, EVP & Chief Operating Officer, received vested restricted stock units (RSUs) on 09/15/2025 that converted into common shares. Two vesting events resulted in 2,241 and 1,635 shares issued at an indicated transaction price of $90.29 per share. The company withheld 585 and 801 shares for tax withholding related to the net settlement. A separate grant of 3,212 RSUs was also reported on 09/15/2025. Following these transactions, reported beneficial ownership totals shown include 38,110, 37,309, and derivative RSU-based share totals. The reporting form lists 2,078 shares held indirectly via a 401(k) plan.

Positive

• Transparent reporting of RSU vesting, issuance, and tax-withholding on Form 4
• New RSU grant of 3,212 units shows ongoing executive compensation alignment with equity incentives

Negative

• No market purchases reported — changes reflect compensation, not open-market buying that might signal confidence

Insights

Securities Analyst

TL;DR: Insider received standard equity compensation via RSU vesting with partial net-share withholding for taxes; no open-market purchases or sales reported.

The Form 4 documents routine equity compensation activity for a senior executive: vested RSUs converted to common stock and some shares were withheld to satisfy tax obligations. The transactions are labeled with code "M" (conversion/issuance on vesting) and an "A" grant entry, indicating both vesting and a contemporaneous grant. The filing shows direct ownership changes and an indirect holding in a 401(k) plan, consistent with compensation and benefit structures rather than market trading.

Corporate Governance Expert

TL;DR: Governance-wise this is a standard disclosure of executive compensation vesting; withholding for taxes is clearly reported.

The disclosure transparently reports issuance, withholding, and a new RSU grant under the company's stock incentive plan. It identifies the reporting person, relationship to the issuer, and breaks out direct and indirect holdings, which satisfies Section 16 reporting expectations. No indications of unusual timing or market transactions are present in the filing itself.

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^*

MATSUMOTO RAYMOND D

(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 Operating Officer

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		2,241	A	$90.29	37,060	D
Common Stock(1)	09/15/2025		M		1,635	A	$90.29	38,695	D
Common Stock	09/15/2025		D		585(2)	D	$90.29	38,110	D
Common Stock	09/15/2025		D		801(2)	D	$90.29	37,309	D
Common Stock								2,078	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			2,241	(5)	(5)	Common Stock	2,241	$0.0	20,889	D
Restricted Stock Units(3)	(4)	09/15/2025		M			1,635	(5)	(5)	Common Stock	1,635	$0.0	19,254	D
Restricted Stock Units(6)	(4)	09/15/2025		A		3,212		(5)	(5)	Common Stock	3,212	$0.0	22,466	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: Raymond Matsumoto	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 insider transactions did Raymond Matsumoto report for AX on 09/15/2025?

The filing reports RSU vesting that converted to 2,241 and 1,635 common shares, a grant of 3,212 RSUs, and tax-withholding of 585 and 801 shares.

Were any shares sold by the insider in this Form 4 for AX?

No open-market sales are reported; the share reductions reflect tax-withholding in connection with net settlement of vested RSUs.

What does transaction code "M" mean in this Form 4?

The filing uses code M to indicate the acquisition of shares upon vesting/conversion of RSUs, as shown for the 2,241 and 1,635 share issuances.

How many shares does the insider hold indirectly for AX?

The Form 4 lists 2,078 shares held indirectly via a 401(k) plan.

Under which plan were the RSUs granted?

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