Live Oak Bancshares (LOB) General Counsel nets shares from RSU exercises

Rhea-AI Filing Summary

Live Oak Bancshares, Inc.’s General Counsel, Seward Gregory W, reported equity compensation activity on February 12–13, 2026. He exercised restricted stock units into 2,754 and 11,948 shares of voting common stock at an exercise price of $0, increasing his direct holdings to 114,926 common shares.

To cover tax obligations, 1,272 shares were withheld at $40.22 per share and 5,310 shares at $40.54 per share. He also continues to hold multiple blocks of restricted stock units that vest in five annual installments beginning on dates from February 22, 2022 through February 9, 2027, contingent on 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^*

Seward Gregory 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)
	General Counsel

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		2,754	A	(1)	109,560	D
Voting Common Stock	02/12/2026		F		1,272	D	$40.22	108,288	D
Voting Common Stock	02/13/2026		M		11,948	A	(1)	120,236	D
Voting Common Stock	02/13/2026		F		5,310	D	$40.54	114,926	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			2,754	(2)	(2)	Voting Common Stock	2,754	$0	8,262	D
Restricted Stock Units	(1)	02/13/2026		M			11,948	(3)	(3)	Voting Common Stock	11,948	$0	23,898	D
Restricted Stock Units	(1)							(4)	(4)	Voting Common Stock	8,383		8,383	D
Restricted Stock Units	(1)							(5)	(5)	Voting Common Stock	7,412		7,412	D
Restricted Stock Units	(1)							(6)	(6)	Voting Common Stock	1,000		1,000	D
Restricted Stock Units	(1)							(7)	(7)	Voting Common Stock	4,740		4,740	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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FAQ

What insider transaction did Live Oak Bancshares (LOB) report for its General Counsel?

Live Oak Bancshares’ General Counsel exercised restricted stock units into voting common stock on February 12–13, 2026. The transactions converted 2,754 and 11,948 RSUs at a $0 exercise price, reflecting routine equity compensation rather than open-market share purchases or sales.

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

After the reported transactions, the General Counsel directly owns 114,926 shares of Live Oak Bancshares voting common stock. This reflects RSU conversions net of shares withheld to satisfy tax obligations, as disclosed in the Form 4’s non-derivative securities table.

Were any Live Oak Bancshares (LOB) shares sold on the open market in this Form 4?

The Form 4 shows no open-market sales. Shares labeled with transaction code “F” (1,272 and 5,310 shares) were disposed of solely to pay tax liabilities arising from RSU exercises, a non-open-market tax-withholding mechanism commonly used for equity awards.

What restricted stock units does the Live Oak Bancshares (LOB) General Counsel still hold?

The General Counsel continues to hold several RSU awards tied to Live Oak Bancshares common stock. These RSUs vest in five annual or pro rata installments beginning on February 22, 2022, February 14, 2023, February 10, 2026, and February 9, 2027, subject to continued service.

How do the RSU vesting schedules work for Live Oak Bancshares (LOB) in this filing?

Each RSU represents a right to receive one share of voting common stock. The awards generally vest in five equal or pro rata annual installments starting on specified February dates between 2022 and 2027, conditioned on the General Counsel’s continued service to Live Oak Bancshares.