Swanson Brian D 4

What Happened
Brian D. Swanson, President, Consumer Bank of Axos Financial, had Restricted Stock Units (RSUs) vest on 2026-03-20 and received a total of 4,120 shares of common stock (2,943 + 1,177) with an attributable value of $341,672 (average price $82.93). Axos withheld 2,221 shares (1,587 + 634) for tax withholding, valued at $184,188, leaving Swanson with a net 1,899 shares retained worth about $157,484. The filing shows the RSUs converted to shares (derivative exercise/conversion) and the tax-related dispositions were to the issuer (net settlement).

Key Details

• Transaction date: March 20, 2026; filing date: March 24, 2026 (filed timely).
• Price used for value reporting: $82.93 per share.
• Shares issued on vesting: 4,120 shares (total value $341,672).
• Shares withheld for taxes (disposed to issuer): 2,221 shares (value $184,188).
• Net shares retained by insider: 1,899 shares (approx. $157,484).
• Footnotes: RSUs granted under Axos Financial stock incentive plans; vesting schedule described (one-third or one-fourth schedules per grant), RSUs include dividend equivalent rights, and shares were net-settled for tax withholding.
• Shares owned after the transaction are not specified in the provided excerpt of the filing.

Context
This was an award/vesting event (RSUs converting to common stock) with a net-settlement for taxes—not an open-market buy or a voluntary sale. The "exercise/conversion" and zero-dollar derivative dispositions reflect cancellation of the RSU interest upon issuance of shares. Such vesting/tax-withholding transactions are common executive compensation mechanics and do not by themselves indicate a change in insider sentiment.