Bar-Adon Eshel 4

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.