Live Oak Bancshares (LOB) CFO files Form 4 for RSU vesting and tax withholding

Rhea-AI Filing Summary

Live Oak Bancshares, Inc. CFO reports equity award activity. On 12/09/2025, the reporting person, the company’s Chief Financial Officer, acquired 1,572 shares of voting common stock through the vesting and settlement of restricted stock units. On the same date, 729 shares of voting common stock were disposed of at $33.02 per share in a transaction coded "F," reflecting shares withheld to cover taxes. After these transactions, the reporting person directly owned 6,586 shares of voting common stock.

The filing also lists multiple tranches of restricted stock units, each representing one share of voting common stock, that vest in five equal annual installments beginning on various dates from February 22, 2022 through August 18, 2026, subject to continued service. In addition, an employee stock option covering 6,160 shares at an exercise price of $13.59 is shown as fully vested and exercisable in yearly installments that began on February 16, 2017.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Phifer Walter J

(Last) (First) (Middle)

1741 TIBURON DRIVE

(Street)

WILMINGTON NC 28403

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Live Oak Bancshares, Inc. [ LOB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Voting Common Stock	12/09/2025		M		1,572	A	(1)	7,315	D
Voting Common Stock	12/09/2025		F		729	D	$33.02	6,586	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	12/09/2025		M			1,572	(2)	(2)	Voting Common Stock	1,572	$0	3,144	D
Restricted Stock Units	(1)							(3)	(3)	Voting Common Stock	69		69	D
Restricted Stock Units	(1)							(4)	(4)	Voting Common Stock	471		471	D
Restricted Stock Units	(1)							(5)	(5)	Voting Common Stock	8,012		8,012	D
Restricted Stock Units	(1)							(6)	(6)	Voting Common Stock	9,264		9,264	D
Restricted Stock Units	(1)							(7)	(7)	Voting Common Stock	14,581		14,581	D
Employee Stock Option (right to buy)	$13.59							(8)	02/16/2026	Voting Common Stock	6,160		6,160	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Live Oak Bancshares, Inc. (the "Company") voting common stock.

2. The RSUs vest in five equal annual installments beginning on December 9, 2023, subject to the reporting person's continuous service to the Company or a related entity on such date.

3. The RSUs vest in five equal annual installments beginning on February 22, 2022, subject to the reporting person's continuous service to the Company or a related entity on such date.

4. The RSUs vest in five equal annual installments beginning on December 15, 2022, subject to the reporting person's continuous service to the Company or a related entity on such date.

5. The RSUs vest in five equal annual installments beginning on February 12, 2025, subject to the reporting person's continuous service to the Company or a related entity on such date.

6. The RSUs vest in five equal annual installments beginning on February 10, 2026, subject to the reporting person's continuous service to the Company or a related entity on such date.

7. The RSUs vest in five equal annual installments beginning on August 18, 2026, subject to the reporting person's continuous service to the Company or a related entity on such date.

8. The shares subject to this option vested and became exercisable yearly in seven installments beginning on February 16, 2017, as follows: 10% of the shares subject to the option vested on each of February 16, 2017, 2018, 2019, 2020, and 2021; 25% of the shares subject to the option vested on each of February 16, 2022 and 2023.

Remarks:

	/s/ Jonathan A. Greene, By Power of Attorney	12/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Live Oak Bancshares (LOB) report on this Form 4?

The Form 4 reports that the Chief Financial Officer acquired 1,572 shares of Live Oak Bancshares voting common stock on 12/09/2025 through the vesting of restricted stock units, and had 729 shares withheld in a transaction coded "F" at $33.02 per share to cover taxes.

How many Live Oak Bancshares (LOB) shares does the CFO own after this transaction?

Following the reported transactions on 12/09/2025, the Chief Financial Officer directly owns 6,586 shares of Live Oak Bancshares voting common stock.

What do the restricted stock units (RSUs) in this Live Oak Bancshares (LOB) filing represent?

Each restricted stock unit represents a contingent right to receive one share of Live Oak Bancshares voting common stock, subject to the reporting person’s continuous service with the company or a related entity.

When do the Live Oak Bancshares (LOB) RSU awards begin vesting for the CFO?

The RSU awards begin vesting in five equal annual installments starting on several dates: December 9, 2023, February 22, 2022, December 15, 2022, February 12, 2025, February 10, 2026, and August 18, 2026, subject to continued service.

What stock option position does the Live Oak Bancshares (LOB) CFO hold in this report?

The filing shows an employee stock option with an exercise price of $13.59 covering 6,160 shares of voting common stock. The option vested in yearly installments starting on February 16, 2017, with specified percentages vesting through February 16, 2023.

Is the Live Oak Bancshares (LOB) CFO’s Form 4 filed individually or jointly?

The report indicates that the Form 4 is filed by one reporting person, reflecting only the Chief Financial Officer’s beneficial ownership and transactions.