Constantine Thomas M 4

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

AI-generated summary of this filing

Updated Mar 16, 2026

Axos Financial (AX) EVP Thomas Constantine Receives RSUs; Shares Withheld

What Happened

Thomas M. Constantine, EVP & Chief Credit Officer of Axos Financial, had restricted stock units (RSUs) vest on March 15, 2026. A total of 3,617 shares were issued on vesting (reported as conversion/exercise of derivatives) at an implied price of $84.68/share (total value $306,288).
The company withheld 2,023 shares to satisfy tax withholding obligations (reported as dispositions to the issuer), valued at $171,307. After withholding, Constantine received a net 1,594 shares (approximate value $134,981).
The filing also reports a new grant of 2,953 RSUs to Constantine on March 15, 2026 (these RSUs are subject to the plan and vesting schedule described in the footnotes).

Key Details

Transaction date: March 15, 2026; Form 4 filed March 16, 2026 (timely filing).
Vesting issuance: 3,617 shares at $84.68/share = $306,288 total.
Shares withheld for taxes: 2,023 shares at $84.68/share = $171,307 total.
Net shares issued to insider: 1,594 shares (≈ $134,981).
New RSU grant: 2,953 RSUs (no immediate cash value; these are derivative awards).
Shares owned after transaction: Not specified in this filing.
Relevant footnotes: RSUs were granted under Axos’s 2014 Stock Incentive Plan, each RSU converts to one share, accompanied by dividend equivalents, and vest one‑third each anniversary (net‑settlement used for tax withholding).

Context

This was not an open‑market sale: the reported dispositions were shares retained by Axos to satisfy tax withholding on vested RSUs (routine practice). Such withholding is a mechanical tax-related disposition and not necessarily a bearish signal.
The filings include both the vesting (conversion of RSUs to shares) and a contemporaneous grant of additional RSUs; the new RSUs will vest per the plan’s schedule (one‑third each year unless otherwise noted).

Form 4

Period: 2026-03-15

EVP, Chief Credit Officer

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-03-15$84.68/sh+2,032$172,070→ 18,109 total
Exercise/Conversion
Common Stock
[F1]
2026-03-15$84.68/sh+1,585$134,218→ 19,694 total
Disposition to Issuer
Common Stock
[F2]
2026-03-15$84.68/sh−1,168$98,906→ 18,526 total
Disposition to Issuer
Common Stock
[F2]
2026-03-15$84.68/sh−855$72,401→ 17,671 total
Exercise/Conversion
Restricted Stock Units
[F3][F4][F5]
2026-03-15−2,032→ 13,350 total
→ Common Stock (2,032 underlying)
Exercise/Conversion
Restricted Stock Units
[F3][F4][F5]
2026-03-15−1,585→ 11,765 total
→ Common Stock (1,585 underlying)
Award
Restricted Stock Units
[F6][F4][F5]
2026-03-15+2,953→ 14,718 total
→ Common Stock (2,953 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: Thomas Constantine|2026-03-16

1 file