Constantine Thomas M 4

What Happened

• Thomas M. Constantine, EVP & Chief Credit Officer of Axos Financial, had restricted stock units (RSUs) vest on March 15, 2026. A total of 3,617 shares were issued on vesting (reported as conversion/exercise of derivatives) at an implied price of $84.68/share (total value $306,288).
• The company withheld 2,023 shares to satisfy tax withholding obligations (reported as dispositions to the issuer), valued at $171,307. After withholding, Constantine received a net 1,594 shares (approximate value $134,981).
• The filing also reports a new grant of 2,953 RSUs to Constantine on March 15, 2026 (these RSUs are subject to the plan and vesting schedule described in the footnotes).

Key Details

• Transaction date: March 15, 2026; Form 4 filed March 16, 2026 (timely filing).
• Vesting issuance: 3,617 shares at $84.68/share = $306,288 total.
• Shares withheld for taxes: 2,023 shares at $84.68/share = $171,307 total.
• Net shares issued to insider: 1,594 shares (≈ $134,981).
• New RSU grant: 2,953 RSUs (no immediate cash value; these are derivative awards).
• Shares owned after transaction: Not specified in this filing.
• Relevant footnotes: RSUs were granted under Axos’s 2014 Stock Incentive Plan, each RSU converts to one share, accompanied by dividend equivalents, and vest one‑third each anniversary (net‑settlement used for tax withholding).

Context

• This was not an open‑market sale: the reported dispositions were shares retained by Axos to satisfy tax withholding on vested RSUs (routine practice). Such withholding is a mechanical tax-related disposition and not necessarily a bearish signal.
• The filings include both the vesting (conversion of RSUs to shares) and a contemporaneous grant of additional RSUs; the new RSUs will vest per the plan’s schedule (one‑third each year unless otherwise noted).