Swanson Brian D 4

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.