Watson Michael James 4

What Happened

• Michael James Watson, EVP and Head of Axos Securities, had restricted stock units (RSUs) vest on March 15, 2026 and the RSUs were converted into common shares. Two conversion events produced 2,454 shares at an indicated market value of $84.68/share (total value ≈ $207,804). Axos retained (net-settled) 1,295 of those shares for tax withholding (valued ≈ $109,661), leaving a net issuance of 1,159 shares to Watson (net value ≈ $98,143). The filing also reports a new grant of 2,020 RSUs on March 15, 2026 under the company’s stock incentive plan.
• These transactions are vesting/conversion and tax-withholding events (not an open‑market sale or purchase by the insider).

Key Details

• Transaction date: March 15, 2026. Price used for value: $84.68 per share.
• Shares converted/issued: 2,454 shares (total value ≈ $207,804).
• Shares withheld for taxes (disposed to issuer): 1,295 shares (value ≈ $109,661).
• Net shares issued to insider after withholding: 1,159 shares (value ≈ $98,143).
• New RSU grant: 2,020 RSUs awarded on March 15, 2026.
• Footnotes: RSUs vested and were issued under Axos/BofI stock incentive plans; RSUs vest one‑third on each anniversary of grant and include dividend equivalent rights; shares were retained by the company for tax withholding.
• Filing timeliness: Report filed March 16, 2026 covering transactions on March 15, 2026 (filed next day; not indicated as late).

Context

• This was a net‑settlement of vested RSUs (a non‑cash compensation event). The company withheld a portion of the issued shares to cover taxes rather than the insider selling shares on the open market.
• Such vesting/withholding events are routine executive compensation mechanics and do not necessarily signal a buying or selling decision by the insider. The filing also shows a new grant of RSUs, which are contingent awards that vest per the stated schedule.