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Axos COO reports 4,946-share RSU vesting, new grant

EVP and COO Raymond Matsumoto had RSUs vest into Axos common stock, shares withheld for taxes, and received a new RSU award.

(High)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Axos Financial, Inc. (AX) reported that EVP and Chief Operating Officer Raymond D. Matsumoto had 4,946 shares of Common Stock issued on September 15, 2026 upon vesting of previously granted Restricted Stock Units (RSUs), with 2,668 shares retained by Axos Financial, Inc. for tax withholding in a net-settlement. Matsumoto also received a new grant of 2,698 RSUs that vest in equal one-third installments on each anniversary of the grant date and carry dividend equivalent rights. An indirect holding of 2,237 Common Shares is reported in a 401(k) Plan, and no Rule 10b5-1 trading plan is reported.

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Insider MATSUMOTO RAYMOND D
Role Insider
Type Security Shares Price Value
Exercise Restricted Stock Units F3, F4, F5 4,946 $0.00 $0.00
Grant/Award Restricted Stock Units F6, F4, F5 2,698 $0.00 $0.00
Exercise Common Stock F1 4,946 $92.68 $458K
Disposition Common Stock F2 2,668 $92.68 $247K
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 14,865 contracts (Direct); Common Stock — 43,911 shares (Direct); Common Stock — 2,237 shares (Indirect, 401(k) Plan)
Footnotes (6)
  1. F1. Represents shares of Common Stock issued on September 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. F2. 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. F3. 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. F4. Each RSU represents a contingent right to receive one share of Axos Financial, Inc. Common Stock.
  5. F5. The RSUs vest as to one-third of the shares on each anniversary date of grant.
  6. F6. Grant to the reporting person on September 15, 2026 of restricted stock units ("RSUs") under the Axos Financial, Inc. 2014 Stock Incentive Plan.
Common Shares Issued on RSU Vesting 4,946 shares Shares of Axos Financial, Inc. Common Stock issued on September 15, 2026 upon vesting of RSUs
Shares Retained for Tax Withholding 2,668 shares Common Shares retained by Axos Financial, Inc. for tax withholding in net-settlement of vested RSUs
New RSU Grant 2,698 RSUs Restricted Stock Units granted on September 15, 2026 under the 2014 Stock Incentive Plan
RSU-to-Share Conversion Ratio 1 share per RSU Each RSU represents a contingent right to receive one share of Common Stock
Reported Indirect Common Stock Holding 2,237 shares Common Stock held indirectly through a 401(k) Plan after the reported transactions
Reference Share Price for Transactions $92.68 per share Per-share value shown for the Common Stock entries dated September 15, 2026
Restricted Stock Units financial
"Represents shares of Common Stock issued ... following the vesting of Restricted Stock Units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
dividend equivalent rights financial
"The RSUs are accompanied by dividend equivalent rights"
Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.
net-settlement financial
"in connection with the net-settlement on the issuance of shares of Common Stock"
tax withholding financial
"shares of Common Stock retained by Axos Financial, Inc. for tax withholding purposes"
Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.
401(k) Plan financial
"Indirect ownership reported as 401(k) Plan"
A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity transactions did Axos Financial (AX) disclose for EVP and COO Raymond Matsumoto?

On September 15, 2026, 4,946 RSUs vested into Common Stock, with 2,668 shares retained by Axos Financial, Inc. for tax withholding, and Matsumoto received a new grant of 2,698 RSUs under the 2014 Stock Incentive Plan.

How many Axos (AX) shares were issued and withheld in this Form 4 filing?

The filing reports 4,946 Common Shares issued upon RSU vesting and 2,668 shares retained by Axos Financial, Inc. for tax withholding purposes in connection with the net-settlement of those vested RSUs.

What new RSU award did Raymond Matsumoto receive from Axos (AX)?

Matsumoto received a grant of 2,698 Restricted Stock Units on September 15, 2026 under the Axos Financial, Inc. 2014 Stock Incentive Plan. Each RSU represents a contingent right to receive one share of Common Stock and vests one-third on each anniversary of the grant date.

Were the Axos (AX) transactions made under a Rule 10b5-1 trading plan?

No. The Form 4 indicates that no Rule 10b5-1 trading plan is reported for the transactions disclosed on September 15, 2026.

What ongoing Axos (AX) share holdings are reported for Raymond Matsumoto?

The Form 4 reports an indirect holding of 2,237 shares of Common Stock held through a 401(k) Plan. Direct post-transaction Common Stock holdings are not quantified in this filing’s data.

Do the Axos (AX) RSUs reported include dividend equivalent rights?

Yes. Footnotes state that the RSUs reported for Matsumoto under the Axos Financial, Inc. 2014 Stock Incentive Plan are accompanied by dividend equivalent rights, and each RSU equals one share of Common Stock upon settlement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
MATSUMOTO RAYMOND D

(Last)(First)(Middle)
9205 WEST RUSSELL ROAD
SUITE 400

(Street)
LAS VEGAS NEVADA 89148

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Axos Financial, Inc. [ AX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
Officer (give title below)XOther (specify below)
EVP, Chief Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock(1)09/15/2026M4,946A$92.6846,579D
Common Stock09/15/2026D2,668(2)D$92.6843,911D
Common Stock2,237I401(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(3)(4)09/15/2026M4,946 (5) (5)Common Stock4,946$0.012,167D
Restricted Stock Units(6)(4)09/15/2026A2,698 (5) (5)Common Stock2,698$0.014,865D
Explanation of Responses:
1. Represents shares of Common Stock issued on September 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 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, 2026 of restricted stock units ("RSUs") under the Axos Financial, Inc. 2014 Stock Incentive Plan.
By: Derrick Walsh For: Raymond Matsumoto09/16/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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