LOB officer granted RSUs and exercises stock units

Live Oak Bancshares, Inc. Chief Accounting Officer John W. Sutherland reported equity compensation and related share movements.

Rhea-AI Filing Summary

Live Oak Bancshares, Inc. Chief Accounting Officer John W. Sutherland reported equity compensation and related share movements. On February 9, 2026, he acquired 2,754 restricted stock units (RSUs), each representing a contingent right to one share of voting common stock, vesting in five equal annual installments beginning on February 9, 2027, subject to continued service.

On February 10, 2026, he exercised 570 RSUs into 570 shares of voting common stock, and 284 shares of voting common stock were disposed of at $41.04 per share to cover tax obligations. Following these transactions, he directly beneficially owned 15,576 shares of voting common stock and held multiple RSU awards with various five‑year vesting schedules.

Insider Trade Summary

570 shares exercised/converted

Exercise 8 txns

Insider SUTHERLAND JOHN W.

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	570	$0.00	$0.00
Exercise	Voting Common Stock	570	$0.00	$0.00
Exercise Price or Tax Liability	Voting Common Stock	284	$41.04	$12K
Grant/Award	Restricted Stock Units	2,754	$0.00	$0.00
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--

Holdings After Transaction: Restricted Stock Units — 11,483 contracts for 6,449 underlying shares (Direct); Voting Common Stock — 15,576 shares (Direct)

Footnotes (7)

1. F1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Live Oak Bancshares, Inc. (the "Company") voting common stock.
2. F2. 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. F3. 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. F4. 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. F5. 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.
6. F6. 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.
7. F7. The RSUs vest in five equal installments beginning on February 12, 2025, subject to the reporting person's continuous service to the Company or a related entity on such date.

FAQ

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What insider transactions did LOB Chief Accounting Officer report?

The Chief Accounting Officer reported a grant of 2,754 restricted stock units and the exercise of 570 RSUs into voting common shares, along with a 284-share disposition used to cover tax obligations associated with the equity award and RSU conversion.

How many restricted stock units were granted to the LOB officer?

The officer received a grant of 2,754 restricted stock units. Each RSU represents a contingent right to receive one share of Live Oak Bancshares voting common stock, subject to future vesting conditions tied to his continued service with the company or a related entity.

What are the vesting terms of the new LOB restricted stock units?

The 2,754 new RSUs vest in five equal annual installments beginning on February 9, 2027. Vesting depends on the officer’s continuous service with Live Oak Bancshares or a related entity on each applicable vesting date over the scheduled five-year period.

How many Live Oak Bancshares shares does the officer own after these transactions?

After the reported transactions, the officer directly beneficially owned 15,576 shares of Live Oak Bancshares voting common stock. This figure reflects the RSU exercise of 570 shares and the tax-related disposition of 284 shares recorded in the February 10, 2026 transactions.

What was the purpose of the 284-share disposition reported for LOB?

The 284-share disposition was recorded under transaction code F, indicating shares were delivered at $41.04 per share to satisfy tax liabilities. This occurred in connection with the RSU-related transactions and did not represent an open-market sale for investment purposes.

What other RSU awards are outstanding for the LOB officer?

In addition to the new 2,754-unit grant, the officer holds RSU awards covering 178, 632, 2,134 and 3,505 underlying voting common shares. These awards vest in five equal installments beginning on various February dates from 2022 through 2025, subject to continued service.

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Accepted by SEC EDGAR 02/11/2026 - 05:11 PM Learn about SEC filing 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

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^*

SUTHERLAND JOHN 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)
	Chief Accounting 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		570	A	(1)	15,860	D
Voting Common Stock	02/10/2026		F		284	D	$41.04	15,576	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		2,754		(2)	(2)	Voting Common Stock	2,754	$0	2,754	D
Restricted Stock Units	(1)	02/10/2026		M			570	(3)	(3)	Voting Common Stock	570	$0	2,280	D
Restricted Stock Units	(1)							(4)	(4)	Voting Common Stock	178		178	D
Restricted Stock Units	(1)							(5)	(5)	Voting Common Stock	632		632	D
Restricted Stock Units	(1)							(6)	(6)	Voting Common Stock	2,134		2,134	D
Restricted Stock Units	(1)							(7)	(7)	Voting Common Stock	3,505		3,505	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 February 14, 2023, 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 13, 2024, 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 installments beginning on February 12, 2025, 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).
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