Form 4: Axos Financial CEO Gregory Garrabrants Reports Significant Equity Transactions Following RSU Vesting

Axos Financial, Inc. President and CEO Gregory Garrabrants reported the acquisition of 273,169 shares of common stock from vested Restricted Stock Units and the disposition of 147,101 shares for tax withholding purposes on June 30, 2025.

Summary

• Gregory Garrabrants, President and CEO of Axos Financial, Inc., acquired 273,169 shares of common stock on June 30, 2025, at a price of $76.04 per share.
• This acquisition resulted from the vesting of Restricted Stock Units (RSUs) previously granted under the Axos Financial, Inc. 2014 Stock Incentive Plans in connection with his employment agreement.
• Concurrently, 147,101 shares of common stock were disposed of at $76.04 per share to cover tax withholding obligations related to the RSU vesting.
• Following these transactions, Gregory Garrabrants directly owns 1,462,045 shares of common stock.
• Indirect ownership includes 2,890 shares through a 401(k) Plan and 170,680 shares by Trust.
• Additionally, 400,968 Restricted Stock Units remain beneficially owned directly.

Sentiment

Score: 7

Explanation: The document reports a routine insider transaction related to executive compensation. The vesting of RSUs is a positive sign of long-term alignment, while the tax withholding is a standard, neutral event. No negative or unexpected information is present.

Positives

• The vesting of a significant number of Restricted Stock Units (273,169 shares) indicates a continued alignment of the CEO's interests with shareholder value creation.
• The RSU grant is part of the Axos Financial, Inc. 2014 Stock Incentive Plans, reflecting a structured and established executive compensation framework.
• The RSUs are accompanied by dividend equivalent rights, providing additional value to the CEO's equity holdings.

Negatives

• A substantial number of shares (147,101) were disposed of to cover tax withholding, which, while a common practice, reduces the direct shareholding from the gross vested amount.

Future Outlook

The vesting schedule for the Restricted Stock Units indicates a continued long-term incentive structure, with RSUs vesting one-fourth on each fiscal year-end following the date of grant, implying future share issuances as more RSUs vest.

Management Comments

• Represents shares of Common Stock issued on June 30, 2025 following the vesting of Restricted Stock Units ('RSUs') which vest one-fourth each year.
• The RSUs were previously granted to the reporting person under the Axos Financial, Inc. 2014 Stock Incentive Plans in connection with the reporting person's employment agreement as President and Chief Executive Officer.
• 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.
• Each RSU represents a contingent right to receive one share of Axos Financial, Inc. Common Stock. The RSUs are accompanied by dividend equivalent rights.
• The RSUs vest over four years, one-fourth on each fiscal year-end following the date of grant.

Industry Context

This Form 4 filing is a routine disclosure of insider stock transactions, common across all publicly traded companies. It reflects standard executive compensation practices involving equity awards like Restricted Stock Units, which are designed to align management incentives with shareholder value creation over the long term. The specific details of the RSU vesting and tax withholding are typical for such compensation structures in the financial services industry.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a component of executive compensation, with a multi-year vesting schedule and dividend equivalent rights, is a common and widely accepted practice across the financial services industry.
• Companies like JPMorgan Chase & Co., Bank of America, and Wells Fargo also extensively utilize equity-based incentives to retain and motivate key executives, aligning their interests with long-term company performance.
• The net-settlement approach for tax withholding is also standard practice to manage the tax implications of equity awards.

Stakeholder Impact

• Shareholders: The vesting of RSUs for the CEO aligns management's interests with shareholder value creation, as the CEO's equity stake increases (though partially offset by tax withholding). This is generally viewed positively as it ties executive compensation to company performance.

Next Steps

• Future vesting of remaining Restricted Stock Units on subsequent fiscal year-ends as per the four-year vesting schedule.

Key Dates

Keywords

Axos Financial, AX, Gregory Garrabrants, SEC Form 4, Insider Trading, Restricted Stock Units, RSU Vesting, Stock Incentive Plan, CEO Compensation, Equity Compensation, Share Ownership