Axos Financial Inc SEC Filings

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.

Ann Gill, SVP and Chief Accounting Officer of Axos Financial, Inc. (AX), reported issuance and vesting of restricted stock units on 09/15/2025. A total of 1,254 RSUs vested in two groups reported as 727 and 527 units, and an additional grant of 1,163 RSUs was recorded the same date. Following vesting and net-settlement for tax withholding, the reporting person holds between 8,831 and 10,781 shares across different reported lines. The common stock transactions were reported at a price of $90.29 per share. The Form 4 was signed on behalf of Ms. Gill on 09/17/2025.

Axos Financial executive David M. Crow reported stockholder transactions on 09/15/2025. 520 shares of common stock were issued upon vesting of restricted stock units (RSUs) and reported as an acquisition at an effective price of $90.29 per share, increasing his direct holdings to 1,039 shares. Concurrently, 152 shares were surrendered to the issuer for tax withholding in connection with the vesting, leaving 887 shares directly owned after withholding. The filing also shows a separate grant of 997 RSUs to Crow on 09/15/2025, and total direct RSU-based common shares reported after the transactions are 5,266. The RSUs vest one-third on each anniversary of the grant and include dividend equivalent rights.

Axos Financial insider Thomas M. Constantine received and settled restricted stock units on September 15, 2025. The filing shows vesting and issuance of RSUs under the Axos Financial, Inc. 2014 Stock Incentive Plan. On that date, 1,926 RSUs and 1,055 RSUs were issued (reported as acquisitions) and an additional grant of 2,769 RSUs was recorded as acquired. Axos withheld shares for tax purposes: 1,037 and 568 shares were retained in net-settlement transactions. Following these transactions the reporting person held 14,652, 15,707, and 17,421 shares of common stock tied to the various RSU groups and 2,776 shares indirectly via a 401(k) plan. The Form 4 was signed on behalf of the reporting person on 09/17/2025.

Axos Financial insider filing: On 09/15/2025, reporting person Eshel Bar-Adon received vesting restricted stock units (RSUs) that converted into shares of Common Stock at a reported price of $90.29 per share. The filing shows acquisitions of 1,055 and 1,651 shares from vested RSUs, alongside net-share withholding of 889 and 568 shares for tax purposes. The reporting person also had a grant of 2,769 RSUs and 3,232 shares held indirectly in a 401(k) plan. Following the transactions the filing reports beneficial ownership figures in the range of ~126,742 to 128,199 shares, with the last direct ownership figure shown as 126,742 shares.

Axos Financial, Inc. is offering subordinated notes due October 1, 2035, with a fixed 7.00% coupon through October 1, 2030 and a floating rate thereafter equal to Three-Month Term SOFR plus 379 basis points. The notes are unsecured obligations of the holding company only, structurally subordinated to liabilities of its subsidiaries, including Axos Bank. Axos reported assets of approximately $24.8 billion, loans of $21.05 billion, deposits of $20.83 billion, and borrowings of $312.7 million as of June 30, 2025. The company expects settlement on or about September 19, 2025 (T+3). Proceeds are intended to repay indebtedness, including redemption of the $160.5 million 2030 notes, and for general corporate purposes. The prospectus highlights regulatory, structural subordination, market liquidity, calculation-agent conflict, tax and ERISA risks.

Axos Financial priced a notes offering expected to net approximately $197.2 million after underwriting discounts of 1.25%, with the offering anticipated to close on or about September 19, 2025. The company intends to use the net proceeds to repay existing indebtedness, including redeeming in full its $160.5 million principal amount of 4.875% Fixed-to-Floating Rate Subordinated Notes due October 1, 2030, and to support growth initiatives at subsidiaries and for general corporate purposes.

The company previously issued a conditional notice to redeem all outstanding 2030 Notes on October 1, 2025, subject to satisfaction of a financing condition that may be waived or rescinded in the company's discretion. The notes were offered pursuant to a prospectus supplement to Axos's effective Form S-3ASR registration statement.

Axos Financial, Inc. files a preliminary prospectus supplement for subordinated notes to be issued by the holding company. The Notes are unsecured, structurally subordinated to subsidiary obligations and are not FDIC insured. Axos reports approximately $24.8 billion of consolidated assets and $39.4 billion of assets under custody/administration at Axos Clearing as of June 30, 2025. At that date the company reported $21.05 billion of loans, $20.83 billion of deposits and $312.7 million of borrowings. Interest expense on holding company debt was $14.8 million for the fiscal year ended June 30, 2025. The offering contemplates a fixed-rate period through 2030 followed by a floating-rate period to a stated maturity in 2035, with redemption options beginning in 2030 subject to Federal Reserve approval. Settlement is expected on a T+3 basis. The prospectus discloses constraints on dividend flows from the bank, subordination mechanics, limited events of default and potential conflicts where the issuer acts as calculation agent.

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.