Live Oak Bancshares (LOB) General Counsel gets 8,383 RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Live Oak Bancshares General Counsel Seward Gregory W reported equity compensation and related share movements. On February 9, 2026, he received a grant of 8,383 restricted stock units (RSUs), each representing 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 RSUs into 1,852 shares of voting common stock and then had 922 shares of voting common stock withheld at $41.04 per share to cover tax obligations. Following these transactions, he directly owned 106,806 shares of voting common stock.

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^*

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)
02/09/2026

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)	107,728	D
Voting Common Stock	02/10/2026		F		922	D	$41.04	106,806	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		8,383		(2)	(2)	Voting Common Stock	8,383	$0	8,383	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	1,000		1,000	D
Restricted Stock Units	(1)							(5)	(5)	Voting Common Stock	4,740		4,740	D
Restricted Stock Units	(1)							(6)	(6)	Voting Common Stock	35,846		35,846	D
Restricted Stock Units	(1)							(7)	(7)	Voting Common Stock	11,016		11,016	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 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.

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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FAQ

What insider transactions did LOB General Counsel Seward Gregory W report?

He reported an equity award and related share movements. On February 9, 2026, he received 8,383 restricted stock units. On February 10, 2026, he exercised RSUs into 1,852 voting common shares and had 922 shares withheld to satisfy tax obligations.

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

He was granted 8,383 restricted stock units on February 9, 2026. Each RSU represents a contingent right to receive one share of Live Oak Bancshares voting common stock, subject to vesting and his continued service with the company or a related entity.

What is the vesting schedule for the new 8,383 RSU grant at LOB?

The 8,383 RSUs vest in five equal annual installments beginning on February 9, 2027. Vesting is conditioned on the reporting person’s continuous service to Live Oak Bancshares, Inc. or a related entity on each applicable vesting date.

How many Live Oak Bancshares common shares does the General Counsel own after these transactions?

After the reported transactions on February 10, 2026, he directly owned 106,806 shares of Live Oak Bancshares voting common stock. This figure reflects the RSU exercise of 1,852 shares and the tax withholding disposition of 922 shares at $41.04 per share.

What was the purpose of the 922 LOB shares reported with transaction code F?

The 922 voting common shares with code F were used to pay a tax liability. The filing states this was a tax-withholding disposition at a price of $41.04 per share, following the exercise or conversion of derivative securities into common stock.

How do the various LOB RSU awards vest for the General Counsel?

Multiple RSU awards vest in five equal annual installments, each with different start dates: February 10, 2026; February 22, 2022; February 14, 2023; February 13, 2024; and February 12, 2025. Each award requires continuous service on the respective vesting dates.