Bar-Adon Eshel 4

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

AI-generated summary of this filing

Updated Mar 16, 2026

Axos Financial (AX) EVP Bar-Adon Eshel Exercises Derivatives; Shares Withheld

What Happened

Bar-Adon Eshel, EVP, Strategic Partnerships, converted/exercised derivative awards on March 15, 2026. He acquired 1,634 shares and 1,416 shares at an exercise/conversion price of $84.68 each (total ~3,050 shares; aggregate value reported ≈ $258,274).
The company withheld 952 shares (valued $90,135) and 763 shares (valued $64,611) to satisfy tax withholding (dispositions to the issuer). After net settlement, the reporting person received approximately 1,335 shares (3,050 acquired − 1,715 withheld), with a net value to him of roughly $103,528.
The filing also reports a grant of 3,248 restricted stock units (RSUs) on March 15, 2026 (reported as a derivative award).

Key Details

Transaction date: March 15, 2026; Form 4 filed March 16, 2026 (timely filing).
Acquisition entries (exercise/conversion): 1,634 shares @ $84.68 ($138,367) and 1,416 shares @ $84.68 ($119,907).
Withheld (dispositions to issuer for taxes): 952 shares @ $94.68 ($90,135) and 763 shares @ $84.68 ($64,611). Total withheld ≈ 1,715 shares (~$154,746).
Net shares delivered to reporting person after withholding: ~1,335 shares; net value ≈ $103,528.
Footnotes: F1–F6 indicate these transactions relate to RSU vesting/grants under Axos’s 2014 Stock Incentive Plan, RSUs represent a contingent right to one share, include dividend equivalent rights, vest one‑third each anniversary, and some shares were retained by the company for tax withholding (net settlement).
No indication this is a 10% owner transaction; this appears to be routine executive compensation-related settlement, not an open-market purchase/sale plan.

Context

These actions reflect conversion/settlement of derivative awards/RSUs and a net settlement (company withholding shares for taxes), a common way companies satisfy tax obligations on vested equity. Such transactions are compensation-related and do not necessarily indicate the insider’s view of the company’s stock.

Form 4

Period: 2026-03-15

EVP Strategic Partnerships an

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-03-15$84.68/sh+1,634$138,367→ 129,171 total
Exercise/Conversion
Common Stock
[F1]
2026-03-15$84.68/sh+1,416$119,907→ 130,587 total
Disposition to Issuer
Common Stock
[F2]
2026-03-15$94.68/sh−952$90,135→ 129,635 total
Disposition to Issuer
Common Stock
[F2]
2026-03-15$84.68/sh−763$64,611→ 128,872 total
Exercise/Conversion
Restricted Stock Units
[F3][F4][F5]
2026-03-15−1,634→ 12,659 total
→ Common Stock (1,634 underlying)
Exercise/Conversion
Restricted Stock Units
[F3][F4][F5]
2026-03-15−1,416→ 11,243 total
→ Common Stock (1,416 underlying)
Award
Restricted Stock Units
[F6][F4][F5]
2026-03-15+3,248→ 14,491 total
→ Common Stock (3,248 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: Eshel Bar-Adon|2026-03-16

1 file