[Form 4] Live Oak Bancshares, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Live Oak Bancshares, Inc. Chief Financial Officer Walter J. Phifer reported equity compensation and related share activity. On February 9, 2026 he received a grant of 9,580 restricted stock units (RSUs), each representing one share of voting common stock, vesting in five equal annual installments beginning February 9, 2027, subject to continued service.

On February 10, 2026 he exercised 1,852 RSUs, acquiring the same number of voting common shares, and had 957 shares withheld to cover tax obligations at $41.04 per share. After these transactions he directly owned 13,767 shares of voting common stock, along with multiple RSU awards that vest annually over future dates.

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)
02/09/2026

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	02/10/2026		M		1,852	A	(1)	14,724	D
Voting Common Stock	02/10/2026		F		957	D	$41.04	13,767	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)	02/09/2026		A		9,580		(2)	(2)	Voting Common Stock	9,580	$0	9,580	D
Restricted Stock Units	(1)	02/10/2026		M			1,852	(3)	(3)	Voting Common Stock	1,852	$0	7,412	D
Restricted Stock Units	(1)							(4)	(4)	Voting Common Stock	69		69	D
Restricted Stock Units	(1)							(5)	(5)	Voting Common Stock	236		236	D
Restricted Stock Units	(1)							(6)	(6)	Voting Common Stock	3,144		3,144	D
Restricted Stock Units	(1)							(7)	(7)	Voting Common Stock	8,012		8,012	D
Restricted Stock Units	(1)							(8)	(8)	Voting Common Stock	14,581		14,581	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 9, 2027, 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 10, 2026, 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 22, 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 December 15, 2022, 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 December 9, 2023, 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 12, 2025, subject to the reporting person's continuous service to the Company or a related entity on such date.

8. 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.

Remarks:

	/s/ Jonathan A. Greene, By Power of Attorney	02/11/2026
	** 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 CFO Walter J. Phifer report on this Form 4?

Walter J. Phifer reported a grant of 9,580 restricted stock units and related share activity. He also exercised 1,852 RSUs into voting common stock and had 957 shares withheld to satisfy tax obligations at $41.04 per share, updating his direct share holdings.

How many Live Oak Bancshares (LOB) RSUs were granted to the CFO?

The CFO received 9,580 restricted stock units. Each RSU represents a contingent right to one share of Live Oak Bancshares voting common stock, vesting in five equal annual installments starting February 9, 2027, subject to his continued service with the company or a related entity.

When do the newly granted LOB RSUs to the CFO begin vesting?

The 9,580 newly granted RSUs begin vesting on February 9, 2027. They vest in five equal annual installments, contingent on Walter J. Phifer’s continued service with Live Oak Bancshares or a related entity on each applicable vesting date over the five-year schedule.

How many LOB common shares did the CFO acquire through RSU exercise?

He acquired 1,852 shares of voting common stock through the exercise of restricted stock units. This exercise was reported with transaction code M, indicating a derivative security conversion rather than an open-market purchase, and carried a stated exercise price of $0 per share.

What does the tax withholding transaction at $41.04 mean in the LOB Form 4?

The Form 4 shows 957 shares of voting common stock disposed of at $41.04 per share with transaction code F. This indicates shares were withheld or delivered to cover tax obligations arising from the equity award activity, not an ordinary open-market sale by the CFO.

How many LOB shares does the CFO own directly after these transactions?

Following the reported transactions, Walter J. Phifer directly owned 13,767 shares of Live Oak Bancshares voting common stock. This figure reflects the RSU-related share acquisition and the tax withholding disposition recorded on February 10, 2026, as disclosed in the Form 4 filing.