Axos Financial (NYSE: AX) CFO vests RSUs and withholds shares

Rhea-AI Filing Summary

Axos Financial, Inc. executive vice president and chief financial officer Derrick Walsh reported routine equity compensation activity. On March 20, 2026, 1,360 Restricted Stock Units vested and were converted into the same number of shares of common stock.

Of these shares, 733 shares of common stock were returned to Axos Financial, Inc. as a disposition to the issuer for tax withholding in connection with the net settlement of the vested RSUs. This reflects standard tax treatment rather than an open-market sale.

Following these transactions, Walsh directly holds 40,153 shares of common stock and indirectly holds 2,869 shares through a 401(k) plan. The RSUs were granted under the Axos Financial, Inc. 2014 Stock Incentive Plan and vest in three annual installments.

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^*

Walsh Derrick

(Last) (First) (Middle)

4350 LA JOLLA VILLAGE DRIVE

SUITE 140

(Street)

SAN DIEGO CALIFORNIA 92122

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								2,869	I	401(k) Plan
Common Stock(1)	03/20/2026		M		1,360	A	$82.93	40,886	D
Common Stock	03/20/2026		D		733(2)	D	$82.93	40,153	D

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)	03/20/2026		M			1,360	(5)	(5)	Common Stock	1,360	$0	178,835	D

Explanation of Responses:

1. Represents shares of Common Stock issued on March 20, 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.

	Andrew Micheletti for Derrick Walsh	03/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Axos Financial (AX) CFO Derrick Walsh report?

Derrick Walsh reported the vesting and conversion of 1,360 Restricted Stock Units into common shares, followed by a disposition of 733 shares back to Axos Financial for tax withholding, reflecting routine equity compensation activity rather than an open-market trade.

Were any Axos Financial (AX) shares sold on the open market in this Form 4?

No open-market sale was reported. Instead, 733 shares of common stock were returned to Axos Financial, Inc. as a disposition to the issuer for tax withholding related to vested RSUs, a standard non-market tax settlement mechanism.

How many Axos Financial (AX) shares does the CFO hold after these transactions?

After the reported transactions, Derrick Walsh directly holds 40,153 shares of Axos Financial common stock and indirectly holds 2,869 shares through a 401(k) plan, according to the Form 4 ownership figures.

What are the terms of the Axos Financial (AX) RSUs reported in this filing?

The Restricted Stock Units were granted under the Axos Financial, Inc. 2014 Stock Incentive Plan. Each RSU represents a right to receive one share of common stock and vests as to one-third of the shares on each anniversary of the grant date.

Why did Axos Financial (AX) retain 733 shares from the CFO’s vested RSUs?

Axos Financial retained 733 shares of common stock for tax withholding purposes tied to the net settlement of vested RSUs. This disposition to the issuer is a typical method to satisfy tax obligations without an open-market share sale.