Live Oak Bancshares (LOB) chief banking officer converts RSUs, withholds shares for taxes

Rhea-AI Filing Summary

Live Oak Bancshares Chief Banking Officer Mark Michael Moroz reported equity award activity involving company stock. On February 12, 2026 he exercised 2,253 restricted stock units, receiving the same number of voting common shares at an exercise price of $0 per share. To cover tax withholding, 1,002 voting common shares were disposed of at $40.22 per share. After these transactions, he directly held 11,157 shares of voting common stock, along with multiple blocks of restricted stock units that vest in scheduled annual installments, each RSU representing the right to receive one share.

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

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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^*

Moroz Mark Michael

(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 Banking Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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	02/12/2026		M		2,253	A	(1)	12,159	D
Voting Common Stock	02/12/2026		F		1,002	D	$40.22	11,157	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)	02/12/2026		M			2,253	(2)	(2)	Voting Common Stock	2,253	$0	6,760	D
Restricted Stock Units	(1)							(3)	(3)	Voting Common Stock	8,982		8,982	D
Restricted Stock Units	(1)							(4)	(4)	Voting Common Stock	7,412		7,412	D
Restricted Stock Units	(1)							(5)	(5)	Voting Common Stock	5,659		5,659	D
Restricted Stock Units	(1)							(6)	(6)	Voting Common Stock	3,160		3,160	D
Restricted Stock Units	(1)							(7)	(7)	Voting Common Stock	4,000		4,000	D
Restricted Stock Units	(1)							(8)	(8)	Voting Common Stock	35,587		35,587	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 four equal annual installments beginning on February 12, 2026, 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 9, 2027, 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 10, 2026, subject to the reporting person's continuous service to the Company or a related entity on such date.

5. The RSUs vest in three equal annual installments beginning on December 9, 2025, subject to the reporting person's continuous service to the Company or a related entity on such date.

6. The RSUs vest in two equal annual installments beginning on February 14, 2026, subject to the reporting person's continuous service to the Company or a related entity on such date.

7. The RSUs will vest on February 22, 2026, 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 May 19, 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	02/17/2026
	** 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 transaction did LOB Chief Banking Officer Mark Moroz report?

Mark Michael Moroz reported exercising 2,253 restricted stock units into Live Oak Bancshares voting common stock. He then disposed of 1,002 shares to satisfy tax withholding, leaving him with 11,157 directly held shares after the Form 4 transactions.

How many LOB shares does Mark Moroz own after this Form 4 filing?

After the reported transactions, Mark Michael Moroz directly owns 11,157 shares of Live Oak Bancshares voting common stock. This reflects the receipt of 2,253 shares from RSU conversion and the disposition of 1,002 shares for tax withholding at $40.22 per share.

What price was used for tax withholding on Mark Moroz’s LOB shares?

To satisfy tax withholding obligations, 1,002 Live Oak Bancshares voting common shares were disposed of at $40.22 per share. This transaction is coded “F,” indicating payment of tax liability by delivering securities rather than an open-market sale by the officer.

What do the restricted stock units (RSUs) reported by LOB’s Mark Moroz represent?

Each restricted stock unit reported by Mark Michael Moroz represents a contingent right to receive one share of Live Oak Bancshares voting common stock. These RSUs vest over time in equal annual installments, subject to his continued service with the company or a related entity.

When do Mark Moroz’s newly reported LOB RSUs begin vesting?

One RSU grant begins vesting in four equal annual installments starting February 12, 2026, assuming continuous service. Other RSU awards vest over three to five years from specific dates such as February 9, 2027, February 10, 2026, December 9, 2025, and May 19, 2026.

Is Mark Moroz’s Form 4 transaction a purchase or an award of LOB shares?

The Form 4 reflects an exercise of 2,253 restricted stock units into voting common shares at a $0 exercise price, not an open-market purchase. A separate coded “F” transaction covers tax withholding through the delivery of 1,002 Live Oak Bancshares shares.