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

Rhea-AI Filing Summary

John Charles Tolla, EVP and Chief Risk Officer of Axos Financial, reported transactions on 09/15/2025 reflecting the vesting and issuance of restricted stock units (RSUs) under the Axos Financial, Inc. 2014 Stock Incentive Plan. On that date the filing shows acquisitions (code M) of 1,572 and 1,107 shares at an implied price of $90.29 per share and a separate grant of 2,465 RSUs. Axos withheld 846 and 596 shares for tax net-settlement, resulting in reported beneficial ownership totals reported in the form (examples include 30,289, 31,396, and derivative-related totals such as 25,846 and 27,204). The RSUs vest one-third on each anniversary of the grant and include dividend equivalent rights.

Positive

• Vesting of RSUs aligns executive compensation with shareholder interests through equity delivery
• New RSU grant of 2,465 units indicates continued use of long-term incentives under the 2014 Stock Incentive Plan

Negative

• Net-share withholding of 846 and 596 shares reduced the number of shares actually delivered to the reporting person
• Transactions are compensation-driven and do not represent open-market purchases that would increase insider share accumulation via cash purchases

Insights

Financial Analyst

TL;DR: Insider received RSU vesting and a new RSU grant on 09/15/2025, with shares withheld for taxes; this is a routine equity compensation event.

The reported transactions are consistent with scheduled equity compensation: two tranches of RSUs vested (1,572 and 1,107 shares) and a new grant of 2,465 RSUs. The form shows net-share withholding of 846 and 596 shares, reducing delivered shares for tax purposes. The filing lists the per-share price reference of $90.29 related to the transaction reporting. These are non-cash, compensation-driven equity changes rather than open-market purchases or sales.

Corporate Governance Expert

TL;DR: The filing documents standard executive compensation mechanics: vesting, withholding and a new grant under the company equity plan.

The disclosure identifies the reporting person as an officer and director and describes RSU terms (one-third vesting each anniversary and dividend equivalents). Withholding for tax obligations is explicitly shown as dispositions of specific share amounts. The filing was signed by an authorized individual on behalf of the reporting person and contains plan references for traceability.

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^*

Tolla John Charles

(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
X	Officer (give title below)		Other (specify below)
	EVP, Chief Risk Officer

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	30,289	D
Common Stock(1)	09/15/2025		M		1,107	A	$90.29	31,396	D
Common Stock	09/15/2025		D		846(2)	D	$90.29	30,550	D
Common Stock	09/15/2025		D		596(2)	D	$90.29	29,954	D
Common Stock								2,591	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)	(4)	09/15/2025		M			1,572	(5)	(5)	Common Stock	1,572	$0.0	25,846	D
Restricted Stock Units(3)	(4)	09/15/2025		M			1,107	(5)	(5)	Common Stock	1,107	$0.0	24,739	D
Restricted Stock Units(6)	(4)	09/15/2025		A		2,465		(5)	(5)	Common Stock	2,465	$0.0	27,204	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: John Tolla	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.
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) report for John Tolla on 09/15/2025?

John Tolla reported RSU vesting and a new RSU grant: vested tranches of 1,572 and 1,107 RSUs, a grant of 2,465 RSUs, and tax withholding of 846 and 596 shares.

How many shares were withheld for taxes in the Form 4 for AX?

Axos withheld 846 and 596 shares for tax withholding related to the net settlement of vested RSUs, as shown in the filing.

What is the vesting schedule disclosed for the RSUs in the AX filing?

RSUs vest one-third on each anniversary of the grant date, and each RSU represents the right to one share plus dividend equivalent rights.

Did the Form 4 show any open-market purchases or sales by John Tolla (AX)?

No open-market cash purchases or typical sales are reported; the transactions relate to RSU vesting, net settlement for taxes, and a new RSU grant.

Under which plan were the RSUs granted to the Axos officer?

The RSUs were granted under the Axos Financial, Inc. 2014 Stock Incentive Plan, as stated in the filing.