Tolla John Charles 4

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

AI-generated summary of this filing

Updated Mar 17, 2026

Axos Financial (AX) EVP/Chief Risk Officer John Tolla Receives RSUs, Shares Withheld

What Happened

John Charles Tolla, EVP and Chief Risk Officer of Axos Financial, had restricted stock units (RSUs) vest on March 15, 2026. The Form 4 shows the conversion/exercise of derivative awards and the grant/issuance of RSUs, with a per-share price used of $84.68.
A total of 2,953 RSUs vested (grant reported), with the company withholding 1,611 shares to satisfy tax withholding (dispositions to issuer totaling $136,420). That leaves a net delivery of 1,342 shares to the insider. Using $84.68/share, the gross value of the vested RSUs is roughly $250,060.

Key Details

Transaction date: March 15, 2026; Form 4 filed March 16, 2026 (filing marked late).
Price used for valuation/withholding: $84.68 per share.
Vested RSUs: 2,953; shares withheld for taxes: 848 + 763 = 1,611 (total withheld value $136,420); net shares received: 1,342.
Plan and terms: RSUs granted under the Axos Financial, Inc. 2014 Stock Incentive Plan; each RSU equals one contingent share and RSUs carry dividend equivalent rights. RSUs vest one‑third on each anniversary of grant per the footnotes.
Transaction codes: A = grant/award of RSUs, M = conversion/exercise of derivative into shares, D = disposition to issuer (tax withholding).

Context

This was a routine vesting and net-settlement tax withholding event (company retained shares to cover taxes), not an open-market sale or purchase; such withholding is common and does not necessarily signal insider sentiment.
The filing was marked late (transactionTimeliness = 'L'); the Form 4 reports the March 15 activity and was filed March 16.

Form 4

Period: 2026-03-15

EVP, Chief Risk Officer

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-03-15$84.68/sh+1,458$123,463→ 27,590 total
Exercise/Conversion
Common Stock
[F1]
2026-03-15$84.68/sh+1,416$119,907→ 29,006 total
Disposition to Issuer
Common Stock
[F2]
2026-03-15$84.68/sh−848$71,809→ 28,158 total
Disposition to Issuer
Common Stock
[F2]
2026-03-15$84.68/sh−763$64,611→ 27,395 total
Exercise/Conversion
Restricted Stock Units
[F3][F4][F5]
2026-03-15−1,458→ 24,387 total
→ Common Stock (1,458 underlying)
Exercise/Conversion
Restricted Stock Units
[F3][F4][F5]
2026-03-15−1,416→ 22,971 total
→ Common Stock (1,416 underlying)
Award
Restricted Stock Units
[F6][F4][F5]
2026-03-15+2,953→ 25,924 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: John Tolla|2026-03-16

1 file