Axos Financial (AX) CRO nets new shares after 4,120 RSUs vest and tax withholding

Rhea-AI Filing Summary

Axos Financial, Inc. executive vice president and chief risk officer John Charles Tolla reported equity compensation activity on March 20, 2026. He exercised or converted restricted stock units into 4,120 shares of common stock in total, at a stated price of $82.93 per share for the common stock entries. Of these, 2,221 shares were returned to Axos Financial, Inc. for tax withholding in connection with the net settlement of vested RSUs. Following these transactions, he directly holds 29,294 shares of common stock and indirectly holds 2,723 shares through a 401(k) plan, indicating a routine compensation-related adjustment rather than open-market buying or selling.

Insights

Equity compensation analyst

Routine RSU vesting with net shares retained; no open-market trades.

EVP and chief risk officer John Charles Tolla had restricted stock units vest and convert into 4,120 shares of Axos Financial common stock on March 20, 2026. This is coded as derivative exercises (M) rather than open-market purchases, reflecting equity compensation vesting.

Footnotes state that 2,221 shares were retained by Axos Financial for tax withholding via issuer dispositions (D code), a standard net-settlement mechanism. Because there are no open-market sales and the net effect is additional directly held shares, the signal is routine.

After these transactions, Tolla directly owns 29,294 common shares and indirectly holds 2,723 shares in a 401(k) plan. With no remaining derivative positions listed and no 10b5-1 trading plan references, this filing mainly documents ongoing compensation, with neutral implications for investors.

Insider Trade Summary

4,120 shares exercised/converted

Mixed 7 txns

Insider Tolla John Charles

Role EVP, Chief Risk Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,943	$0.00	--
Exercise	Restricted Stock Units	1,177	$0.00	--
Exercise	Common Stock	2,943	$82.93	$244K
Exercise	Common Stock	1,177	$82.93	$98K
Disposition	Common Stock	1,587	$82.93	$132K
Disposition	Common Stock	634	$82.93	$53K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 22,981 shares (Direct); Common Stock — 30,338 shares (Direct); Common Stock — 2,723 shares (Indirect, 401(k) Plan)

Footnotes (1)

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. 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. 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. Each RSU represents a contingent right to receive one share of Axos Financial, Inc. Common Stock. The RSUs vest over four years, one-fourth of the shares on each anniversary date of grant. The RSUs vest as to one-third of the shares on each anniversary date of grant.

Form 4 Insider Transactions: What Each Field Means →

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^*

Tolla John Charles

(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 Risk 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								2,723	I	401(k) Plan
Common Stock(1)	03/20/2026		M		2,943	A	$82.93	30,338	D
Common Stock(1)	03/20/2026		M		1,177	A	$82.93	31,515	D
Common Stock	03/20/2026		D		1,587(2)	D	$82.93	29,928	D
Common Stock	03/20/2026		D		634(2)	D	$82.93	29,294	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			2,943	(5)	(5)	Common Stock	2,943	$0	22,981	D
Restricted Stock Units(3)	(4)	03/20/2026		M			1,177	(6)	(6)	Common Stock	1,177	$0	21,804	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 over four years, one-fourth of the shares on each anniversary date of grant.

6. The RSUs vest as to one-third of the shares on each anniversary date of grant.

	Derrick Walsh for John Tolla	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 transactions did Axos Financial (AX) report for John Charles Tolla?

John Charles Tolla reported exercises of restricted stock units that converted into 4,120 shares of Axos Financial common stock on March 20, 2026. These transactions represent equity compensation vesting, not open-market purchases or sales, and are coded as derivative exercises on the Form 4.

How many Axos Financial (AX) shares did the executive retain after tax withholding?

From 4,120 vested RSU shares, 2,221 shares were returned to Axos Financial for tax withholding. The remaining shares increased John Charles Tolla’s direct ownership, which totaled 29,294 common shares immediately after the transactions disclosed on the Form 4.

Did the Axos Financial (AX) Form 4 show any open-market buying or selling?

The Form 4 shows no open-market buys or sells. All coded transactions are derivative exercises (M) and dispositions to the issuer (D) tied to RSU vesting and tax withholding, indicating compensation-related adjustments rather than discretionary trading in Axos Financial’s stock.

What is John Charles Tolla’s total reported Axos Financial (AX) shareholding after the Form 4?

After the March 20, 2026 transactions, John Charles Tolla directly owns 29,294 shares of Axos Financial common stock and indirectly holds 2,723 shares through a 401(k) plan. These figures reflect the updated ownership reported in the Form 4.

How were restricted stock units structured in the Axos Financial (AX) filing?

Each RSU represents a contingent right to receive one Axos Financial common share. Footnotes explain that these RSUs were granted under the company’s stock incentive plans and vest over several years in scheduled annual installments, triggering share issuance when vesting occurs.