Live Oak Bancshares (LOB) CXO exercises RSUs, withholds shares for taxes

Rhea-AI Filing Summary

Live Oak Bancshares Chief Experience Officer Spencer Courtney exercised 1,580 restricted stock units into voting common stock on February 17, 2026 at a stated price of $0.00 per share. To cover tax obligations, 702 shares of voting common stock were disposed of at $40.75 per share through a tax-withholding transaction, leaving 29,425 shares of voting common stock held directly.

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^*

Spencer Courtney

(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 Experience 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		1,580	A	(1)	30,127	D
Voting Common Stock	02/17/2026		F		702	D	$40.75	29,425	D
Voting Common Stock								153.7958	I	By Spouse

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			1,580	(2)	(2)	Voting Common Stock	1,580	$0	1,580	D
Restricted Stock Units	(1)							(3)	(3)	Voting Common Stock	6,384		6,384	D
Restricted Stock Units	(1)							(4)	(4)	Voting Common Stock	5,690		5,690	D
Restricted Stock Units	(1)							(5)	(5)	Voting Common Stock	6,586		6,586	D
Restricted Stock Units	(1)							(6)	(6)	Voting Common Stock	5,701		5,701	D
Restricted Stock Units	(1)							(7)	(7)	Voting Common Stock	2,000		2,000	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 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.

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. 2,000 of the RSUs will vest on each of February 22, 2023, 2024, 2025, and 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	02/19/2026
	** 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).
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 transactions did LOB executive Spencer Courtney report on February 17, 2026?

Spencer Courtney reported exercising 1,580 restricted stock units into Live Oak Bancshares voting common shares and a related tax-withholding disposition of 702 shares at $40.75 per share. These transactions reflect equity compensation activity rather than an open-market stock purchase or sale.

How many Live Oak Bancshares (LOB) shares does Spencer Courtney hold after this Form 4?

After the reported transactions, Spencer Courtney directly holds 29,425 shares of Live Oak Bancshares voting common stock. An additional 153.7958 shares are held indirectly by his spouse, and multiple tranches of restricted stock units remain outstanding and continue to vest over future years.

Was the Live Oak Bancshares (LOB) Form 4 a stock sale by Spencer Courtney?

The filing shows no open-market stock sale. It reports an exercise of 1,580 restricted stock units into common shares and a tax-withholding disposition of 702 shares at $40.75 per share, used to satisfy tax obligations tied to the equity award vesting.

What price was used for the tax-withholding disposition in the LOB Form 4?

The tax-withholding disposition of Live Oak Bancshares voting common stock used a price of $40.75 per share for 702 shares. This transaction type settles tax liabilities associated with equity awards rather than reflecting a discretionary open-market sale decision.

How do the RSUs reported by Spencer Courtney in LOB vest over time?

The restricted stock units represent rights to receive one share of Live Oak Bancshares voting common stock each. Various RSU grants vest in five equal annual installments beginning on dates in 2023, 2024, 2025, 2026, and 2027, subject to continued service requirements.

Does Spencer Courtney have indirect ownership reported in this LOB Form 4?

Yes. In addition to directly owned shares, the Form 4 reports 153.7958 shares of Live Oak Bancshares voting common stock held indirectly by his spouse. The remainder of his reported holdings and RSUs are listed as directly owned positions in the company’s equity.