THIELE CANDACE L 4

What Happened
Candace L. Thiele, EVP & Chief Administrative Officer of Axos Financial, had 444 restricted stock units (RSUs) vest on March 20, 2026. The vested RSUs converted into 444 shares of common stock at an indicated value of $82.93 per share (total value $36,821). Concurrently, 217 of those shares were retained by Axos for tax withholding (disposition to issuer) with an indicated withholding value of $17,996. The filing shows an exercise/conversion of the derivative (the RSUs) and a net-settlement tax withholding rather than an open-market sale.

Key Details

• Transaction date: March 20, 2026; Form 4 filed March 24, 2026 (filed within the normal reporting window).
• Converted/issued: 444 shares at $82.93 each — total value shown $36,821.
• Withheld for taxes (disposition to issuer): 217 shares at $82.93 — value shown $17,996.
• A derivative conversion entry (M) shows 444 units converted/disposed at $0 — reflecting issuance from RSUs rather than an option exercise with a cash strike.
• Shares owned after transaction: Not disclosed in this Form 4.
• Notable footnotes: RSUs were granted under Axos’ 2014 Stock Incentive Plan, vest one‑third each anniversary, carry dividend equivalent rights, and the company performed net‑settlement for tax withholding.

Context
This is a routine compensation event: RSUs vested and were converted into shares, with the issuer withholding a portion to cover taxes (net settlement). That withholding reduces the net shares received and is not the same as an open‑market sale by the insider. Such award vestings are common and do not, by themselves, indicate the insider is buying or selling stock to express market views.