Watson Michael James 4

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

AI-generated summary of this filing

Updated Mar 17, 2026

Axos (AX) EVP Michael Watson Exercises RSUs; Shares Withheld

What Happened

Michael James Watson, EVP and Head of Axos Securities, had restricted stock units (RSUs) vest on March 15, 2026 and the RSUs were converted into common shares. Two conversion events produced 2,454 shares at an indicated market value of $84.68/share (total value ≈ $207,804). Axos retained (net-settled) 1,295 of those shares for tax withholding (valued ≈ $109,661), leaving a net issuance of 1,159 shares to Watson (net value ≈ $98,143). The filing also reports a new grant of 2,020 RSUs on March 15, 2026 under the company’s stock incentive plan.
These transactions are vesting/conversion and tax-withholding events (not an open‑market sale or purchase by the insider).

Key Details

Transaction date: March 15, 2026. Price used for value: $84.68 per share.
Shares converted/issued: 2,454 shares (total value ≈ $207,804).
Shares withheld for taxes (disposed to issuer): 1,295 shares (value ≈ $109,661).
Net shares issued to insider after withholding: 1,159 shares (value ≈ $98,143).
New RSU grant: 2,020 RSUs awarded on March 15, 2026.
Footnotes: RSUs vested and were issued under Axos/BofI stock incentive plans; RSUs vest one‑third on each anniversary of grant and include dividend equivalent rights; shares were retained by the company for tax withholding.
Filing timeliness: Report filed March 16, 2026 covering transactions on March 15, 2026 (filed next day; not indicated as late).

Context

This was a net‑settlement of vested RSUs (a non‑cash compensation event). The company withheld a portion of the issued shares to cover taxes rather than the insider selling shares on the open market.
Such vesting/withholding events are routine executive compensation mechanics and do not necessarily signal a buying or selling decision by the insider. The filing also shows a new grant of RSUs, which are contingent awards that vest per the stated schedule.

Form 4

Period: 2026-03-15

EVP, Head of Axos Securities

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-03-15$84.68/sh+1,105$93,571→ 5,699 total
Exercise/Conversion
Common Stock
[F1]
2026-03-15$84.68/sh+1,349$114,233→ 7,048 total
Disposition to Issuer
Common Stock
[F2]
2026-03-15$84.68/sh−610$51,655→ 6,438 total
Disposition to Issuer
Common Stock
[F2]
2026-03-15$84.68/sh−685$58,006→ 5,753 total
Exercise/Conversion
Restricted Stock Units
[F3][F4][F5]
2026-03-15−1,105→ 10,971 total
→ Common Stock (1,105 underlying)
Exercise/Conversion
Restricted Stock Units
[F6][F4][F5]
2026-03-15−1,349→ 9,622 total
→ Common Stock (1,349 underlying)
Award
Restricted Stock Units
[F7][F4][F5]
2026-03-15+2,020→ 11,642 total
→ Common Stock (2,020 underlying)

Holdings

Footnotes (7)

[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 BofI Holding, Inc. 2004 and 2014 Stock Incentive Plans. Each RSU represents a contingent right to receive one share of BofI Holding, Inc. Common Stock. 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]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.
[F7]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: Michael Watson|2026-03-16

1 file