Swanson Brian D 4

4 · Axos Financial, Inc. · Filed Mar 16, 2026

AI-generated summary of this filing

Updated Mar 17, 2026

Axos (AX) President Brian Swanson Receives RSUs; Shares Withheld

What Happened

Brian D. Swanson, President, Consumer Bank at Axos Financial (AX), had restricted stock units (RSUs) vest on March 15, 2026. The company issued 2,601 shares upon vesting (1,387 + 1,214) at an indicated value of $84.68 per share, totaling $220,253.
Axos withheld 1,450 of those shares (796 + 654) to cover tax withholding/net-settlement, valued at $84.68 each (total withheld value $122,786). The insider received a net of 1,151 shares (2,601 issued − 1,450 withheld), net value ≈ $97,467.
The filing also shows the RSU derivative rights converted/settled (reported at $0) and a new grant of 1,814 RSUs to Swanson on March 15, 2026.

Key Details

Transaction date(s): March 15, 2026; Form 4 filed March 16, 2026 (timely).
Prices and values: issuance of 2,601 shares @ $84.68 = $220,253; 1,450 shares withheld @ $84.68 = $122,786; net received ≈ 1,151 shares (~$97,467).
Codes/meanings: M = exercise/conversion of derivative (RSUs converted to stock); D/F = disposition to issuer for tax withholding; A = grant/award of RSUs.
Footnotes: RSUs vest one‑third annually, issued under the 2014 Stock Incentive Plan; RSUs include dividend equivalent rights. Withholding reflects net‑settlement for taxes.
Shares owned after the transaction: not specified in the provided filing summary.

Context

This was RSU vesting and net settlement for tax withholding, not an open‑market sale or purchase. Net settlement (withholding shares for taxes) is a common administrative step and does not by itself indicate a change in insider sentiment.
The filing shows a contemporaneous new RSU grant (1,814 RSUs), which is a separate compensation award.

Form 4

Period: 2026-03-15

President, Consumer Bank

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-03-15$84.68/sh+1,387$117,451→ 56,360 total
Exercise/Conversion
Common Stock
[F1]
2026-03-15$84.68/sh+1,214$102,802→ 57,574 total
Disposition to Issuer
Common Stock
[F2]
2026-03-15$84.68/sh−796$67,405→ 56,778 total
Disposition to Issuer
Common Stock
[F2]
2026-03-15$84.68/sh−654$55,381→ 56,124 total
Exercise/Conversion
Restricted Stock Units
[F3][F4][F5]
2026-03-15−1,387→ 24,176 total
→ Common Stock (1,387 underlying)
Exercise/Conversion
Restricted Stock Units
[F3][F4][F5]
2026-03-15−1,214→ 22,962 total
→ Common Stock (1,214 underlying)
Award
Restricted Stock Units
[F6][F4][F5]
2026-03-15+1,814→ 24,776 total
→ Common Stock (1,814 underlying)

Holdings

Footnotes (6)

[F1]Represents shares of Common Stock issued on March 15, 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 as to one-third of the shares on each anniversary date of grant.
[F6]Grant to the reporting person on March 15, 2026 of restricted stock units ("RSUs") under the Axos Financial, Inc. 2014 Stock Incentive Plan.

Signature

By: Derrick Walsh For: Brian Swanson|2026-03-16

1 file