Live Oak Bancshares (LOB) General Counsel converts RSUs, withholds shares

Rhea-AI Filing Summary

Live Oak Bancshares, Inc.’s General Counsel, Seward Gregory W, reported equity award activity involving restricted stock units and common stock. On February 17, 2026, he exercised or converted 2,370 restricted stock units into an equal number of shares of voting common stock at a stated price of $0.0000 per share, increasing his direct common stock holdings to 117,296 shares.

On the same date, 1,054 shares of voting common stock were disposed of at $40.7500 per share to cover tax liabilities, leaving him with 116,242 shares of voting common stock held directly. Footnotes explain that each RSU represents a right to receive one share of common stock and vest in five equal annual installments beginning on specific February dates from 2022 through 2027, contingent on his continued service to the company or a related entity.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Seward Gregory W

(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)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		M		2,370	A	(1)	117,296	D
Voting Common Stock	02/17/2026		F		1,054	D	$40.75	116,242	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)	02/17/2026		M			2,370	(2)	(2)	Voting Common Stock	2,370	$0	2,370	D
Restricted Stock Units	(1)							(3)	(3)	Voting Common Stock	8,262		8,262	D
Restricted Stock Units	(1)							(4)	(4)	Voting Common Stock	23,898		23,898	D
Restricted Stock Units	(1)							(5)	(5)	Voting Common Stock	8,383		8,383	D
Restricted Stock Units	(1)							(6)	(6)	Voting Common Stock	7,412		7,412	D
Restricted Stock Units	(1)							(7)	(7)	Voting Common Stock	1,000		1,000	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 February 14, 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 12, 2025, 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 February 13, 2024, 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 9, 2027, 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 February 22, 2022, subject to the reporting person's continuous service to the Company or a related entity on such date.

Remarks:

	/s/ Jonathan A. Greene, by Power of Attorney	02/19/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did LOB’s General Counsel report on February 17, 2026?

LOB’s General Counsel exercised 2,370 restricted stock units into voting common stock and had 1,054 shares withheld to satisfy tax obligations. These moves are part of his equity compensation and do not represent an open-market purchase or sale decision.

How many Live Oak Bancshares (LOB) shares does the General Counsel hold after these transactions?

After the reported activity, the General Counsel directly holds 116,242 shares of Live Oak Bancshares voting common stock. This reflects his RSU conversion into 2,370 shares and the tax-withholding disposition of 1,054 shares reported in the same Form 4 filing.

Was the Live Oak Bancshares Form 4 a stock sale by the General Counsel?

The Form 4 primarily reflects an RSU conversion and a tax-related share disposal, not a discretionary stock sale. 2,370 restricted stock units converted into common shares, while 1,054 shares were withheld at $40.75 each to cover tax liabilities on the equity award.

How do the RSU awards for LOB’s General Counsel vest over time?

Each restricted stock unit represents a right to one share of Live Oak Bancshares common stock. The RSUs vest in five equal annual installments beginning on various February dates between 2022 and 2027, conditioned on his continued service with the company or a related entity.

What prices were involved in the LOB General Counsel’s February 17, 2026 transactions?

The RSU conversion into 2,370 shares shows a stated price of $0.0000 per share, typical for equity awards. The 1,054 shares withheld for taxes were valued at $40.75 per share, reflecting the price used to satisfy the associated tax liability.