Live Oak Bancshares (LOB) CFO exercises RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Live Oak Bancshares, Inc. Chief Financial Officer Walter J. Phifer reported equity award activity involving restricted stock units (RSUs) and common stock. On February 23, 2026, he exercised 69 RSUs, receiving the same number of shares of voting common stock at a price of $0.00 per share.

On the same date, 32 shares of voting common stock were disposed of at $38.30 per share to satisfy tax-withholding obligations related to the equity award, leaving him with 14,815 shares of voting common stock held directly. Footnotes show multiple RSU grants that vest in five equal annual installments beginning on various dates from February 22, 2022 through August 18, 2026, contingent on his continued service.

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^*

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)
02/23/2026

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	02/23/2026		M		69	A	(1)	14,847	D
Voting Common Stock	02/23/2026		F		32	D	$38.3	14,815	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)	02/23/2026		M			69	(2)	(2)	Voting Common Stock	69	$0	0	D
Restricted Stock Units	(1)							(3)	(3)	Voting Common Stock	6,009		6,009	D
Restricted Stock Units	(1)							(4)	(4)	Voting Common Stock	9,580		9,580	D
Restricted Stock Units	(1)							(5)	(5)	Voting Common Stock	7,412		7,412	D
Restricted Stock Units	(1)							(6)	(6)	Voting Common Stock	236		236	D
Restricted Stock Units	(1)							(7)	(7)	Voting Common Stock	3,144		3,144	D
Restricted Stock Units	(1)							(8)	(8)	Voting Common Stock	14,581		14,581	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 vested in five equal annual installments beginning on February 22, 2022.

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 9, 2027, 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 10, 2026, 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 December 15, 2022, 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 December 9, 2023, 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	02/25/2026
	** 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.
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FAQ

What insider transactions did LOB CFO Walter J. Phifer report?

Walter J. Phifer reported exercising 69 restricted stock units into 69 shares of Live Oak Bancshares voting common stock, then disposing of 32 shares at $38.30 per share for tax withholding, resulting in 14,815 shares of voting common stock held directly after the transactions.

Did the LOB CFO buy or sell Live Oak Bancshares (LOB) shares?

The CFO exercised 69 restricted stock units, converting them into 69 shares of voting common stock at $0.00, and 32 shares were disposed of at $38.30 solely to cover tax obligations tied to the award, rather than as an open-market discretionary sale.

How many Live Oak Bancshares (LOB) shares does the CFO hold after these Form 4 transactions?

Following the reported transactions, Walter J. Phifer directly holds 14,815 shares of Live Oak Bancshares voting common stock. This figure reflects the 69 shares received from RSU conversion and the 32-share tax-withholding disposition reported for February 23, 2026.

What are the key terms of the LOB CFO’s restricted stock units?

Each restricted stock unit represents a contingent right to receive one share of Live Oak Bancshares voting common stock. Various RSU grants vest in five equal annual installments beginning between February 22, 2022 and August 18, 2026, subject to his continuous service on those vesting dates.

Were the 32 LOB shares disposed of by the CFO an open-market sale?

No. The 32 shares of Live Oak Bancshares voting common stock were disposed of at $38.30 per share to pay tax liabilities associated with the RSU exercise, as indicated by transaction code F, which reflects tax-withholding rather than a discretionary open-market sale.

How do the LOB CFO’s RSU grants vest over time?

The RSU grants vest in five equal annual installments. Different awards begin vesting on specific dates, including February 22, 2022; December 15, 2022; December 9, 2023; February 10, 2026; February 12, 2025; February 9, 2027; and August 18, 2026, contingent on continued service.