Live Oak Bancshares (LOB) CFO boosts stake with 6,160-share option exercise

Rhea-AI Filing Summary

Live Oak Bancshares, Inc. chief financial officer Walter J. Phifer exercised employee stock options and increased his direct share ownership. On February 6, 2026, he exercised 6,160 stock options at $13.59 per share, receiving 6,160 shares of voting common stock and bringing his directly held stake to 12,872 shares. He also holds several restricted stock unit awards that each convert into one share of voting common stock as they vest in equal annual installments from February 2022 through August 2026, contingent on continued service.

Insider Trade Summary

6,160 shares exercised/converted

Mixed 8 txns

Insider Phifer Walter J

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (right to buy)	6,160	$0.00	--
Exercise	Voting Common Stock	6,160	$13.59	$84K
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--

Holdings After Transaction: Employee Stock Option (right to buy) — 0 shares (Direct); Voting Common Stock — 12,872 shares (Direct); Restricted Stock Units — 69 shares (Direct)

Footnotes (1)

1. The shares subject to this option vested and became exercisable yearly in seven installments beginning on February 16, 2017, as follows: 10% of the shares subject to the option vested on each of February 16, 2017, 2018, 2019, 2020, and 2021; 25% of the shares subject to the option vested on each of February 16, 2022 and 2023. 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 22, 2022, 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 December 15, 2022, 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 December 9, 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 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 August 18, 2026, 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
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^*

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)
02/06/2026

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	02/06/2026		M		6,160	A	$13.59	12,872	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
Employee Stock Option (right to buy)	$13.59	02/06/2026		M			6,160	(1)	02/16/2026	Voting Common Stock	6,160	$0	0	D
Restricted Stock Units	(2)							(3)	(3)	Voting Common Stock	69		69	D
Restricted Stock Units	(2)							(4)	(4)	Voting Common Stock	236		236	D
Restricted Stock Units	(2)							(5)	(5)	Voting Common Stock	3,144		3,144	D
Restricted Stock Units	(2)							(6)	(6)	Voting Common Stock	8,012		8,012	D
Restricted Stock Units	(2)							(7)	(7)	Voting Common Stock	9,264		9,264	D
Restricted Stock Units	(2)							(8)	(8)	Voting Common Stock	14,581		14,581	D

Explanation of Responses:

1. The shares subject to this option vested and became exercisable yearly in seven installments beginning on February 16, 2017, as follows: 10% of the shares subject to the option vested on each of February 16, 2017, 2018, 2019, 2020, and 2021; 25% of the shares subject to the option vested on each of February 16, 2022 and 2023.

2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Live Oak Bancshares, Inc. (the "Company") voting common stock.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

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	02/09/2026
	** 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 transaction did LOB’s CFO report on February 6, 2026?

Live Oak Bancshares’ CFO Walter J. Phifer exercised 6,160 employee stock options on February 6, 2026. The options converted into 6,160 shares of voting common stock at an exercise price of $13.59 per share, increasing his directly held ownership stake.

How many Live Oak Bancshares (LOB) shares does the CFO own after this Form 4?

After the reported transaction, the CFO directly owns 12,872 shares of voting common stock. This reflects the addition of 6,160 shares acquired through option exercise on February 6, 2026, as shown in the non-derivative securities table.

What price did the LOB CFO pay when exercising his 6,160 stock options?

The CFO exercised 6,160 employee stock options at $13.59 per share. This exercise price is listed in both the derivative and non-derivative transaction lines, where the options converted into an equal number of voting common shares.

What type of derivative security did the LOB CFO exercise in this filing?

The derivative security was an employee stock option giving the right to buy shares at $13.59. On February 6, 2026, all 6,160 remaining options were exercised, leaving zero such options beneficially owned afterward.

What restricted stock units (RSUs) does the LOB CFO hold according to this Form 4?

The CFO holds several RSU awards, each representing a right to receive one share of voting common stock. These RSUs vest in five equal annual installments starting on dates between February 22, 2022, and August 18, 2026, conditioned on continuous service.

How do the LOB CFO’s RSUs vest over time?

Each RSU grant vests in five equal annual installments. Different RSU tranches begin vesting on specific dates, including February 22, 2022, December 15, 2022, December 9, 2023, February 12, 2025, February 10, 2026, and August 18, 2026, subject to continued employment.