Axos Financial EVP John Tolla Exercises Options, Receives RSUs

What Happened

• Tolla John Charles, EVP and Chief Risk Officer of Axos Financial, reported transactions dated September 15, 2026. He exercised or converted derivatives resulting in the acquisition of 3,502 shares at $92.68 per share (cost ~ $324,565). As part of the same activity, 1,885 shares were transferred back to the issuer at $92.68 per share to cover withholding/taxes (value ~ $174,702). The filing also reports a grant/acquisition of 2,968 restricted stock units (RSUs) that vested on September 15, 2026.

Key Details

• Transaction date: 2026-09-15.
• Exercise/acquisition: 3,502 shares @ $92.68 = $324,565 (code M).
• Shares withheld/disposed to issuer for taxes: 1,885 shares @ $92.68 = $174,702 (code D, tax withholding).
• RSU award/issuance: 2,968 RSUs granted/issued (code A), reported at $0.00 (derivative award).
• Filing shows a derivative disposition of 3,502 units at $0.00 (reflects conversion/settlement of the derivative instrument in connection with the exercise/vesting).
• Shares owned after transaction: not specified in the provided excerpt of the filing.
• Notable footnotes: RSUs vested and were issued on Sept 15, 2026; RSUs are under the 2014 Stock Incentive Plan, include dividend-equivalent rights, and vest one‑third each anniversary of grant; shares were retained by the company for tax withholding (net-settlement).
• No indication in the provided excerpt that the filing was late.

Context

• This was primarily an exercise/conversion event and an RSU vesting, not an open-market buy or sell. The withholding of 1,885 shares to the issuer is a common net-settlement/tax-withholding action when restricted awards vest or options are exercised, not a signal of an open-market sale. For retail investors, exercises and RSU vesting are routine compensation events; purchases (open-market buys) are generally more indicative of a bullish personal investment stance.