Live Oak Bancshares (LOB) CAO reports RSU exercise and tax-share disposal

Rhea-AI Filing Summary

Live Oak Bancshares, Inc. Chief Accounting Officer John W. Sutherland reported equity award activity involving restricted stock units and common shares. On February 17, 2026, 316 restricted stock units were exercised into 316 shares of voting common stock at $0.00 per share. To satisfy tax obligations, 158 shares of voting common stock were disposed of at $40.75 per share through a tax-withholding transaction, leaving 16,531 shares of voting common stock held directly after these transactions. The filing also shows several outstanding restricted stock unit awards that each represent a contingent right to receive one share of voting common stock and vest in five equal annual installments beginning on specified February dates from 2022 through 2027, subject to continued service.

Insider Trade Summary

316 shares exercised/converted

Mixed 8 txns

Insider SUTHERLAND JOHN W.

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	316	$0.00	--
Exercise	Voting Common Stock	316	$0.00	--
Tax Withholding	Voting Common Stock	158	$40.75	$6K
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--

Holdings After Transaction: Restricted Stock Units — 316 shares (Direct); Voting Common Stock — 16,689 shares (Direct)

Footnotes (1)

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Live Oak Bancshares, Inc. (the "Company") voting common stock. 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. 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. 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. The RSUs vest in five equal installments beginning on February 9, 2027, subject to the reporting person's continuous service to the Company or a related entity on such date. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

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
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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^*

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)
02/17/2026

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		316	A	(1)	16,689	D
Voting Common Stock	02/17/2026		F		158	D	$40.75	16,531	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			316	(2)	(2)	Voting Common Stock	316	$0	316	D
Restricted Stock Units	(1)							(3)	(3)	Voting Common Stock	2,629		2,629	D
Restricted Stock Units	(1)							(4)	(4)	Voting Common Stock	1,423		1,423	D
Restricted Stock Units	(1)							(5)	(5)	Voting Common Stock	2,754		2,754	D
Restricted Stock Units	(1)							(6)	(6)	Voting Common Stock	2,280		2,280	D
Restricted Stock Units	(1)							(7)	(7)	Voting Common Stock	178		178	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 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).
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FAQ

What insider transactions did Live Oak Bancshares (LOB) report for John W. Sutherland?

John W. Sutherland exercised 316 restricted stock units into 316 shares of voting common stock at $0.00 per share and had 158 shares disposed of at $40.75 per share to satisfy tax obligations, as reflected in his updated holdings.

How many Live Oak Bancshares (LOB) common shares does John W. Sutherland hold after this Form 4?

After the reported transactions, John W. Sutherland directly holds 16,531 shares of Live Oak Bancshares voting common stock. This figure reflects the exercise of 316 restricted stock units and the tax-withholding disposition of 158 shares on February 17, 2026.

Were John W. Sutherland’s Live Oak Bancshares (LOB) transactions open-market buys or sells?

The filing shows an exercise of 316 restricted stock units at $0.00 per share and a disposition of 158 shares at $40.75 per share for tax withholding, rather than open-market purchases or sales of Live Oak Bancshares stock.

What do the restricted stock units (RSUs) in the Live Oak Bancshares (LOB) Form 4 represent?

Each restricted stock unit represents a contingent right to receive one share of Live Oak Bancshares voting common stock. These RSUs convert into common shares upon vesting, providing equity-based compensation tied directly to the company’s stock.

How do John W. Sutherland’s Live Oak Bancshares (LOB) RSUs vest over time?

The RSUs vest in five equal annual installments beginning on specific February dates in 2022, 2023, 2024, 2025, 2026, and 2027, in each case subject to his continuous service to Live Oak Bancshares or a related entity on the applicable vesting dates.

What type of disposition is shown in John W. Sutherland’s Live Oak Bancshares (LOB) Form 4?

The Form 4 reports a disposition coded F, described as payment of exercise price or tax liability by delivering securities. In this case, 158 shares of voting common stock were used to satisfy tax obligations tied to the equity award.