Tolla John Charles 4

4 · Axos Financial, Inc. · Filed Mar 24, 2026

AI-generated summary of this filing

Updated Mar 24, 2026

Axos Financial EVP John Tolla Exercises RSUs; Shares Withheld

What Happened

John C. Tolla, EVP and Chief Risk Officer of Axos Financial (AX), had restricted stock units (RSUs) vest on March 20, 2026. The filing shows conversion/exercise of 4,120 RSUs into common stock (2,943 + 1,177) at an implied price of $82.93, valued at about $341,672.
Of those vested shares, 2,221 shares (1,587 + 634) were surrendered/retained by the issuer for tax withholding (dispositions to issuer), valued at about $184,188. Net shares received by Tolla = 1,899 shares (4,120 − 2,221).

Key Details

Transaction date: March 20, 2026; Form 4 filed March 24, 2026 (timely filing).
Prices shown: $82.93 per share (used to report value); withholding shares reported at same price.
Total gross value of vested shares: ~$341,672; shares withheld for taxes: ~$184,188; net value of shares retained by insider ~ $157,484 (1,899 shares × $82.93).
Shares owned after transaction: Not specified in the filing.
Footnotes indicate these were RSUs granted under Axos Financial’s stock incentive plan, with vesting schedules referenced (footnotes show RSUs that vest either one-third or one-fourth annually depending on grant) and that the company retained shares for tax withholding (net-settlement).

Context

This was not a market sale—these entries reflect RSUs vesting and conversion to common stock, followed by net-settlement (company withholding shares for taxes), a routine insider compensation/tax event rather than an open-market trade.
Derivative code M here reflects exercise/conversion of derivative awards (RSUs converting to stock). Disposition code D indicates shares delivered to the issuer (tax withholding).

Form 4

Period: 2026-03-20

EVP, Chief Risk Officer

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-03-20$82.93/sh+2,943$244,063→ 30,338 total
Exercise/Conversion
Common Stock
[F1]
2026-03-20$82.93/sh+1,177$97,609→ 31,515 total
Disposition to Issuer
Common Stock
[F2]
2026-03-20$82.93/sh−1,587$131,610→ 29,928 total
Disposition to Issuer
Common Stock
[F2]
2026-03-20$82.93/sh−634$52,578→ 29,294 total
Exercise/Conversion
Restricted Stock Units
[F3][F4][F5]
2026-03-20−2,943→ 22,981 total
→ Common Stock (2,943 underlying)
Exercise/Conversion
Restricted Stock Units
[F3][F4][F6]
2026-03-20−1,177→ 21,804 total
→ Common Stock (1,177 underlying)

Holdings

Footnotes (6)

[F1]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.
[F2]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.
[F3]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.
[F4]Each RSU represents a contingent right to receive one share of Axos Financial, Inc. Common Stock.
[F5]The RSUs vest over four years, one-fourth of the shares on each anniversary date of grant.
[F6]The RSUs vest as to one-third of the shares on each anniversary date of grant.

Signature

Derrick Walsh for John Tolla|2026-03-24

1 file