Form 4: Axos Financial Director's Stock Transactions Reported

Axos Financial Director James Court reported the vesting of restricted stock units, subsequent share sales for tax liabilities, and a new RSU grant.

Summary

• James John Court, a Director at Axos Financial, Inc. (AX), reported changes in his beneficial ownership of company stock.
• On November 14, 2025, 4,724 shares of Common Stock were acquired following the vesting of Restricted Stock Units (RSUs) at a price of $79.12 per share.
• These vested RSUs were granted under the Axos Financial, Inc. Amended and Restated 2014 Stock Incentive Plan and vested on the one-year anniversary of their grant date.
• Concurrently, 2,362 shares of Common Stock were disposed of at $79.12 per share to cover tax liabilities related to the vested RSUs.
• Following these transactions, James Court directly beneficially owns 43,332 shares of Common Stock.
• An additional 1,200 shares of Common Stock are indirectly beneficially owned by his spouse in an IRA account.
• On the same date, November 14, 2025, Mr. Court was granted 3,982 new Restricted Stock Units (RSUs) under the same stock incentive plan for his service as a Board member.
• These newly granted RSUs are scheduled to fully vest on January 3, 2027.
• All reported transactions were made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 5

Explanation: The filing details routine insider transactions, including RSU vesting and a new grant, alongside a sale for tax purposes. This is a neutral event, reflecting standard compensation practices rather than significant operational or financial news.

Positives

• The vesting of 4,724 Restricted Stock Units indicates a realization of previously granted compensation for the director's service.
• The grant of 3,982 new Restricted Stock Units demonstrates continued incentive alignment between the director and shareholder interests, with future vesting tied to continued service.

Negatives

• A disposition of 2,362 shares of Common Stock was made to cover tax liabilities, resulting in a reduction of direct beneficial ownership.

Future Outlook

The reporting person has been granted 3,982 new Restricted Stock Units which are scheduled to fully vest on January 3, 2027, indicating a future compensation event tied to continued service.

Industry Context

This Form 4 filing represents a routine disclosure of insider transactions by a director, common across publicly traded companies. Such filings provide transparency into executive and director compensation and ownership changes, which is standard practice in the financial services industry.

Corporate Governance

Related Party Transactions

• Indirect beneficial ownership of 1,200 shares of Common Stock by the reporting person's spouse in an IRA account.

Stakeholder Impact

• Shareholders: Provides transparency regarding director compensation and ownership changes, which is a standard disclosure for corporate governance.
• Employees: No direct impact on employees, but reflects the company's equity compensation structure for leadership.

Next Steps

• The 3,982 Restricted Stock Units granted on November 14, 2025, are expected to vest on January 3, 2027.

Key Dates

Keywords

Axos Financial, AX, Form 4, Insider Transaction, Restricted Stock Units, Director Compensation, Stock Vesting, 10b5-1 Plan