[Form 4] Axos Financial, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Thomas M. Constantine, EVP and Chief Credit Officer of Axos Financial, reported a sale of 1,476 shares of Axos common stock on 09/10/2025 at a reported price of $92 per share. After the sale, Mr. Constantine is shown as beneficially owning 17,020 shares directly. He also reports indirect ownership of 2,776 shares held in a 401(k) plan.

The Form 4 was filed as an individual report and reflects routine insider activity: a single disclosed disposition reducing direct holdings while leaving additional indirect holdings intact.

Positive

• Reporting transparency: The insider timely disclosed the transaction on a Form 4, meeting SEC disclosure requirements.
• Continued ownership: The reporting person retains 17,020 shares directly and 2,776 indirectly in a 401(k), indicating ongoing alignment with shareholders.

Negative

• Disposition: The sale of 1,476 shares reduced the reporting person's direct holdings, representing a decrease in insider ownership.

Insights

Financial Analyst

TL;DR: Insider sale of 1,476 shares at $92 is routine and modest relative to large insider stakes; no clear material signal.

The reported disposition reduces the reporting persons direct stake to 17,020 shares while 2,776 shares remain indirectly held in a 401(k). The filing shows a single, open-market style sale; there is no accompanying indication of a Rule 10b5-1 plan or multiple transactions that might suggest a structured exit. For investors, this appears to be routine liquidity by an executive rather than a material change to ownership or control.

Corporate Governance Expert

TL;DR: This is a standard Section 16 disclosure of an insider sale with no governance red flags disclosed.

The disclosure names the reporting person and their officer role, lists the transaction date, shares sold, price, and resulting beneficial ownership. There are no amendments, no aggregate accelerated transactions, and no indicators of unusual timing or regulatory exceptions in the form. From a governance perspective, the filing meets routine transparency expectations.

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^*

Constantine Thomas M

(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 Credit Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2025

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	09/10/2025		S		1,476	D	$92	17,020	D
Common Stock								2,776	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

Explanation of Responses:

	By: Derrick Walsh For: Thomas Constantine	09/12/2025
	** 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 did Axos Financial (AX) insider Thomas Constantine do on 09/10/2025?

He sold 1,476 shares of Axos common stock at a reported price of $92 per share, as reported on Form 4.

How many Axos shares does Thomas Constantine own after the reported transaction?

After the sale he beneficially owns 17,020 shares directly and 2,776 shares indirectly via a 401(k) plan.

What is Thomas Constantine's role at Axos Financial (AX)?

He is listed as EVP, Chief Credit Officer and filed the Form 4 as an individual reporting person.

Was the Form 4 filing an amendment or part of a multi-person filing?

The filing is not marked as an amendment and indicates the form was filed by one reporting person.

Does the Form 4 indicate a Rule 10b5-1 trading plan or similar instruction?

The form does not indicate that the transaction was made pursuant to a 10b5-1 plan; no such plan is referenced in the provided content.