AX Form 4: Executive RSU Vesting and New 1,640-Unit Grant Disclosed

Rhea-AI Filing Summary

Michael James Watson, EVP, Head of Axos Securities, reported insider transactions on 09/15/2025. On that date vested restricted stock units (RSUs) converted to common stock: 1,572 shares and 1,055 shares were acquired via vesting, and an additional grant of 1,640 RSUs was made. Axos Financial withheld 846 and 568 shares for tax withholding in connection with the net-settlement of vested RSUs. After the transactions the reporting person beneficially owned 12,443, 11,388, and 13,028 shares reported across respective line items, with 487 shares held indirectly in a 401(k) plan.

Positive

• RSU vesting and new grant are documented, showing executive compensation awarded under the companys 2014 Stock Incentive Plan
• Exact share counts and tax-withholding amounts provided (1,572; 1,055; 846; 568; 1,640), enabling clear auditability

Negative

• Net-share settlement reduced issued shares to the reporting person via withholding of 846 and 568 shares
• No information on grant date fair value or total grant value is provided in the filing text

Insights

Financial Analyst

TL;DR: Routine compensation-related equity activity; vesting and grant of RSUs with net-share withholding noted.

The Form 4 discloses standard equity compensation mechanics: two tranches of RSUs vested into common stock on 09/15/2025 totaling 2,627 shares acquired, with 1,414 shares withheld for taxes across those issuances. A separate grant of 1,640 RSUs was also reported the same date. These entries reflect non-cash, compensation-driven share issuance and internal tax settlement rather than open-market purchases or sales, so the immediate market-impact is typically limited. The filing shows direct ownership increases and continued use of the companys 2014 Stock Incentive Plan and dividend equivalent rights tied to RSUs.

Corporate Governance Expert

TL;DR: Standard disclosure of executive equity vesting and new grant; governance controls appear followed.

The disclosure indicates RSUs granted under the Axos Financial, Inc. 2014 Stock Incentive Plan and vesting on scheduled anniversaries, including dividend equivalent rights. Net-settlement withholding of shares for tax obligations is documented with exact share counts (846 and 568). The Form 4 is signed by a designee and dated 09/17/2025, meeting Section 16 reporting requirements for an insider transaction notice. No departures from routine governance or unusual transfer mechanisms are shown in the filing text.

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

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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^*

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)
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		1,572	A	$90.29	4,513	D
Common Stock(1)	09/15/2025		M		1,055	A	$90.29	5,568	D
Common Stock	09/15/2025		D		846(2)	D	$90.29	4,722	D
Common Stock	09/15/2025		D		568(2)	D	$90.29	4,154	D
Common Stock								487	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)	$0.0(4)	09/15/2025		M			1,572	(5)	(5)	Common Stock	1,572	$0.0	12,443	D
Restricted Stock Units(3)	$0.0(4)	09/15/2025		M			1,055	(5)	(5)	Common Stock	1,055	$0.0	11,388	D
Restricted Stock Units(6)	$0.0(4)	09/15/2025		A		1,640		(5)	(5)	Common Stock	1,640	$0.0	13,028	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: Michael Watson	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.
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FAQ

What insider transactions did Axos Financial (AX) report for Michael Watson on 09/15/2025?

The filing shows RSU vesting that converted to 1,572 and 1,055 shares acquired, tax-withholding of 846 and 568 shares, and a grant of 1,640 RSUs on 09/15/2025.

How many shares were withheld for taxes in the reported transactions?

846 and 568 shares were retained by Axos Financial for tax withholding in connection with the net-settlement of vested RSUs.

Under which plan were the RSUs granted to the reporting person?

The RSUs were granted under the Axos Financial, Inc. 2014 Stock Incentive Plan.

How many RSUs were granted to Michael Watson on 09/15/2025?

A grant of 1,640 restricted stock units (RSUs) to the reporting person is reported for 09/15/2025.

Does the filing show any indirect holdings for the reporting person?

Yes, the filing reports 487 shares held indirectly in a 401(k) plan.