Live Oak Bancshares (LOB) CFO exercises RSUs, uses share disposal for taxes

Rhea-AI Filing Summary

Live Oak Bancshares Chief Financial Officer Walter J. Phifer reported equity award activity involving restricted stock units. On February 12, 2026, 2,003 restricted stock units were exercised into 2,003 shares of voting common stock at $0 per share, increasing his direct holdings to 15,770 shares before related tax withholding.

To cover tax obligations, 992 shares of voting common stock were disposed of at $40.22 per share, leaving 14,778 shares of voting common stock directly owned after the transactions. Following the exercise, 6,009 restricted stock units from that grant remained outstanding. Each RSU represents a contingent right to receive one share of voting common stock and typically vests in five equal annual installments beginning on specified dates, including February 12, 2025 and other future vesting 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^*

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)
02/12/2026

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		2,003	A	(1)	15,770	D
Voting Common Stock	02/12/2026		F		992	D	$40.22	14,778	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			2,003	(2)	(2)	Voting Common Stock	2,003	$0	6,009	D
Restricted Stock Units	(1)							(3)	(3)	Voting Common Stock	9,580		9,580	D
Restricted Stock Units	(1)							(4)	(4)	Voting Common Stock	7,412		7,412	D
Restricted Stock Units	(1)							(5)	(5)	Voting Common Stock	69		69	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 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 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.

4. 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.

5. 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.

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	02/17/2026
	** 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.
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 transaction did Live Oak Bancshares (LOB) report for its CFO?

Live Oak Bancshares reported that CFO Walter J. Phifer exercised 2,003 restricted stock units into voting common shares, then disposed of 992 shares to cover taxes. After these February 12, 2026 transactions, he directly owned 14,778 shares of voting common stock.

How many Live Oak Bancshares shares did the CFO acquire and dispose of?

Walter J. Phifer acquired 2,003 shares of Live Oak Bancshares voting common stock through the exercise of restricted stock units. He then disposed of 992 shares at $40.22 per share to satisfy tax withholding obligations, resulting in 14,778 voting common shares directly owned after the transactions.

What are the CFO’s Live Oak Bancshares holdings after the reported Form 4 transactions?

After the February 12, 2026 Form 4 transactions, CFO Walter J. Phifer directly owns 14,778 shares of Live Oak Bancshares voting common stock. He also holds restricted stock units, including 6,009 units from the grant that was partially exercised into 2,003 shares in this filing.

At what price were Live Oak Bancshares shares used to cover the CFO’s taxes?

To cover tax liabilities related to the equity award, 992 shares of Live Oak Bancshares voting common stock were disposed of at $40.22 per share. This transaction is coded as a tax-withholding disposition rather than an open-market sale in the insider trading report.

How do Live Oak Bancshares restricted stock units (RSUs) work for the CFO?

Each Live Oak Bancshares restricted stock unit held by the CFO represents a contingent right to receive one share of voting common stock. The RSUs generally vest in five equal annual installments, beginning on specific dates such as February 12, 2025, subject to continued service.

What vesting schedules apply to the CFO’s Live Oak Bancshares RSU awards?

The CFO’s RSU awards vest in five equal annual installments starting on different grant-specific dates, including February 12, 2025, February 9, 2027, February 10, 2026, February 22, 2022, December 15, 2022, December 9, 2023, and August 18, 2026, contingent on continued service.