Live Oak Bancshares (NASDAQ: LOB) CAO nets shares after RSU vesting

Rhea-AI Filing Summary

Live Oak Bancshares Chief Accounting Officer John W. Sutherland reported routine equity award activity. On February 23, 2026, he exercised 178 restricted stock units for an equal number of voting common shares at $0.00 per share, then had 87 shares withheld at $38.30 per share to cover tax obligations. After these transactions, he directly owned 16,622 shares of voting common stock and continued to hold several restricted stock unit awards, including 2,629, 2,754, 2,280, 1,423, and 316 units that vest in annual installments starting between February 14, 2023 and February 9, 2027.

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^*

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)
02/23/2026

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		178	A	(1)	16,709	D
Voting Common Stock	02/23/2026		F		87	D	$38.3	16,622	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			178	(2)	(2)	Voting Common Stock	178	$0	0	D
Restricted Stock Units	(1)							(3)	(3)	Voting Common Stock	316		316	D
Restricted Stock Units	(1)							(4)	(4)	Voting Common Stock	2,629		2,629	D
Restricted Stock Units	(1)							(5)	(5)	Voting Common Stock	1,423		1,423	D
Restricted Stock Units	(1)							(6)	(6)	Voting Common Stock	2,754		2,754	D
Restricted Stock Units	(1)							(7)	(7)	Voting Common Stock	2,280		2,280	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 14, 2023, 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 12, 2025, 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 13, 2024, 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 9, 2027, 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.

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).
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FAQ

What insider transactions did Live Oak Bancshares (LOB) report for John W. Sutherland?

Live Oak Bancshares reported that Chief Accounting Officer John W. Sutherland exercised 178 restricted stock units into voting common stock and had 87 shares withheld to satisfy tax obligations, leaving him with 16,622 directly owned common shares after the transactions.

How many Live Oak Bancshares shares does the CAO own after this Form 4 filing?

After the reported transactions, Chief Accounting Officer John W. Sutherland directly owns 16,622 shares of Live Oak Bancshares voting common stock, reflecting the RSU conversion and the 87-share tax-withholding disposition disclosed for February 23, 2026.

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

The Form 4 shows that 87 shares of Live Oak Bancshares voting common stock were disposed of for tax-withholding purposes at a price of $38.30 per share, following the exercise of 178 restricted stock units into common shares.

What restricted stock unit awards does the LOB CAO still hold after these transactions?

Following the reported activity, John W. Sutherland continues to hold several RSU awards, with post-transaction balances including 2,629, 2,754, 2,280, 1,423, and 316 units that vest in five equal annual installments beginning on various February dates from 2023 through 2027.

When do John W. Sutherland’s remaining Live Oak Bancshares RSUs vest?

The remaining RSUs vest in five equal annual installments starting on February 14, 2023, February 13, 2024, February 12, 2025, February 10, 2026, and February 9, 2027, contingent on his continued service with Live Oak Bancshares or a related entity.