Live Oak CAO logs RSU exercises and tax share trades

Live Oak Bancshares’ Chief Accounting Officer John W. Sutherland reported routine equity compensation activity.

Rhea-AI Filing Summary

Live Oak Bancshares’ Chief Accounting Officer John W. Sutherland reported routine equity compensation activity. On February 12 and 13, 2026, he acquired 876 and 711 shares of voting common stock, respectively, through exercises of restricted stock units at an exercise price of $0 per share.

On the same dates, 436 shares at $40.22 and 354 shares at $40.54 were withheld and disposed of to cover tax obligations. Following these transactions, he directly owned 16,373 shares of voting common stock and held multiple restricted stock unit awards, including 2,629 and 1,423 RSUs that each convert into an equivalent number of common shares upon vesting.

Insider Trade Summary

1,587 shares exercised/converted

Exercise 10 txns

Insider SUTHERLAND JOHN W.

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	711	$0.00	$0.00
Exercise	Voting Common Stock	711	$0.00	$0.00
Exercise Price or Tax Liability	Voting Common Stock	354	$40.54	$14K
Exercise	Restricted Stock Units	876	$0.00	$0.00
Exercise	Voting Common Stock	876	$0.00	$0.00
Exercise Price or Tax Liability	Voting Common Stock	436	$40.22	$18K
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--

Holdings After Transaction: Restricted Stock Units — 9,896 contracts for 5,844 underlying shares (Direct); Voting Common Stock — 16,373 shares (Direct)

Footnotes (7)

1. F1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Live Oak Bancshares, Inc. (the "Company") voting common stock.
2. F2. 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.
3. F3. The RSUs vest in five pro rata installments beginning on February 13, 2024, subject to the reporting person's continuous service to the Company or a related entity on such date.
4. F4. 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. F5. 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. F6. 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.
7. F7. 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.

FAQ

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What insider transaction did LOB’s Chief Accounting Officer report?

Live Oak Bancshares’ Chief Accounting Officer John W. Sutherland reported routine equity compensation activity. He exercised restricted stock units into voting common shares and had a portion of the resulting shares withheld and disposed of to satisfy associated tax obligations.

How many Live Oak Bancshares (LOB) shares did the officer acquire?

Sutherland acquired 876 voting common shares on February 12, 2026, and 711 shares on February 13, 2026, by exercising restricted stock units at an exercise price of $0 per share, reflecting standard conversion of stock-based compensation into common equity.

What prices were used for the LOB tax-withholding share dispositions?

For tax withholding, 436 Live Oak Bancshares voting common shares were disposed of at $40.22 per share and 354 shares at $40.54 per share, with these shares used to satisfy exercise-related tax liabilities rather than representing open-market selling activity.

How many Live Oak Bancshares (LOB) shares does the officer hold after the transactions?

After the reported transactions, Sutherland directly holds 16,373 shares of Live Oak Bancshares voting common stock. This figure reflects his updated direct ownership following both the RSU exercises and the share dispositions for tax withholding purposes reported in the filing.

What restricted stock unit (RSU) holdings does the LOB officer report?

Sutherland reports several RSU awards, including 2,629 and 1,423 restricted stock units, each representing a contingent right to receive one share of Live Oak Bancshares voting common stock, subject to multi-year vesting schedules tied to his continued service with the company.

How do the LOB restricted stock units for the officer vest over time?

The restricted stock units vest in structured installments, generally over five years. For example, certain awards vest in five equal annual installments beginning on dates such as February 12, 2025, or February 13, 2024, contingent on Sutherland’s continued service with Live Oak Bancshares.

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Accepted by SEC EDGAR 02/17/2026 - 06:16 PM Learn about SEC filing dates

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^*

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)
02/12/2026

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		876	A	(1)	16,452	D
Voting Common Stock	02/12/2026		F		436	D	$40.22	16,016	D
Voting Common Stock	02/13/2026		M		711	A	(1)	16,727	D
Voting Common Stock	02/13/2026		F		354	D	$40.54	16,373	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			876	(2)	(2)	Voting Common Stock	876	$0	2,629	D
Restricted Stock Units	(1)	02/13/2026		M			711	(3)	(3)	Voting Common Stock	711	$0	1,423	D
Restricted Stock Units	(1)							(4)	(4)	Voting Common Stock	2,754		2,754	D
Restricted Stock Units	(1)							(5)	(5)	Voting Common Stock	2,280		2,280	D
Restricted Stock Units	(1)							(6)	(6)	Voting Common Stock	178		178	D
Restricted Stock Units	(1)							(7)	(7)	Voting Common Stock	632		632	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 12, 2025, subject to the reporting person's continuous service to the Company or a related entity on such date.

3. The RSUs vest in five pro rata installments beginning on February 13, 2024, 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 February 22, 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 February 14, 2023, 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).
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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