Live Oak officer exercises RSUs, withholds shares

Live Oak Bancshares, Inc. Chief Credit Officer Michael Cairns reported routine equity compensation activity.

Rhea-AI Filing Summary

Live Oak Bancshares, Inc. Chief Credit Officer Michael Cairns reported routine equity compensation activity. On February 23, 2026, he exercised 145 Restricted Stock Units, receiving 145 shares of voting common stock at $0.00 per share, lifting his direct common stock holdings to 10,257 shares before tax withholding.

To cover taxes, 73 shares of voting common stock were withheld at $38.30 per share, leaving him with 10,184 shares of voting common stock held directly after the transactions. Each RSU represents the right to receive one share of voting common stock upon vesting, and the footnotes describe multiple RSU awards that vest in equal annual installments on specified future dates, contingent on his continued service.

Insider Trade Summary

145 shares exercised/converted

Exercise 9 txns

Insider Cairns Michael

Role Chief Credit Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	145	$0.00	$0.00
Exercise	Voting Common Stock	145	$0.00	$0.00
Exercise Price or Tax Liability	Voting Common Stock	73	$38.30	$3K
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--

Holdings After Transaction: Restricted Stock Units — 30,549 contracts (Direct); Voting Common Stock — 10,184 shares (Direct)

Footnotes (8)

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. 145 of the RSUs vested on each of February 22, 2025 and February 23, 2026.
3. F3. 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. F4. 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. F5. 235 of the RSUs will vest on each of December 15, 2024 and 2025, and 236 of the RSUs will vest on December 15, 2026, subject to the reporting person's continuous service to the Company or a related entity on such date.
6. F6. 943 of the RSUs vested on December 9, 2024 and 943 of the RSUs will vest on each of December 8, 2024, 2025, 2026, and 2027, subject to the reporting person's continuous service to the Company or a related entity on such date.
7. F7. 945 of the RSUs vested on December 9, 2024, and 946 of the RSUs will vest on each of December 8, 2025, 2026, 2027, and 2028, subject to the reporting person's continuous service to the Company or a related entity on such date.
8. F8. 2,420 of the RSUs will vest on each of August 19, 2025, 2026, 2027, 2028, and 2029, subject to the reporting person's continuous service to the Company or a related entity on such date.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Michael Cairns report for Live Oak Bancshares (LOB)?

Michael Cairns reported exercising 145 Restricted Stock Units into 145 shares of voting common stock and a related tax-withholding share disposition. These are routine equity compensation events rather than open-market trades, reflecting the vesting and settlement of previously granted RSUs.

How many Live Oak Bancshares shares does Michael Cairns hold after this Form 4?

After these transactions, Michael Cairns directly holds 10,184 shares of Live Oak Bancshares voting common stock. This reflects 145 shares received from RSU conversion, offset by 73 shares withheld at $38.30 per share to satisfy tax obligations on the vesting event.

Were Michael Cairns’ Live Oak Bancshares transactions open-market buys or sells?

The reported activity was not open-market buying or selling. Cairns exercised 145 RSUs into common stock and then had 73 shares withheld at $38.30 per share to cover taxes, which is characterized as a tax-withholding disposition under transaction code F.

What do Michael Cairns’ Restricted Stock Units in Live Oak Bancshares represent?

Each Restricted Stock Unit represents a contingent right to receive one share of Live Oak Bancshares voting common stock. The units convert into shares as they vest over time, subject to Cairns’ continuous service with the company or a related entity on the specified vesting dates.

How do Michael Cairns’ RSUs in LOB vest over time according to the filing?

The filing shows several RSU awards vesting in equal annual installments on scheduled dates, such as five equal installments beginning February 9, 2027 and February 10, 2026, along with other awards vesting on specified December and August dates, contingent on continued service.

What was the tax-withholding share price in Michael Cairns’ LOB Form 4?

The tax-withholding disposition used a share price of $38.30 for 73 shares of voting common stock. These shares were delivered back to satisfy tax liabilities arising from the RSU vesting and conversion, rather than being sold in an open-market transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/25/2026 - 05:24 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^*

Cairns Michael

(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 Credit 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		145	A	(1)	10,257	D
Voting Common Stock	02/23/2026		F		73	D	$38.3	10,184	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			145	(2)	(2)	Voting Common Stock	145	$0	0	D
Restricted Stock Units	(1)							(3)	(3)	Voting Common Stock	10,778		10,778	D
Restricted Stock Units	(1)							(4)	(4)	Voting Common Stock	5,131		5,131	D
Restricted Stock Units	(1)							(5)	(5)	Voting Common Stock	236		236	D
Restricted Stock Units	(1)							(6)	(6)	Voting Common Stock	1,886		1,886	D
Restricted Stock Units	(1)							(7)	(7)	Voting Common Stock	2,838		2,838	D
Restricted Stock Units	(1)							(8)	(8)	Voting Common Stock	9,680		9,680	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. 145 of the RSUs vested on each of February 22, 2025 and February 23, 2026.

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. 235 of the RSUs will vest on each of December 15, 2024 and 2025, and 236 of the RSUs will vest on December 15, 2026, subject to the reporting person's continuous service to the Company or a related entity on such date.

6. 943 of the RSUs vested on December 9, 2024 and 943 of the RSUs will vest on each of December 8, 2024, 2025, 2026, and 2027, subject to the reporting person's continuous service to the Company or a related entity on such date.

7. 945 of the RSUs vested on December 9, 2024, and 946 of the RSUs will vest on each of December 8, 2025, 2026, 2027, and 2028, subject to the reporting person's continuous service to the Company or a related entity on such date.

8. 2,420 of the RSUs will vest on each of August 19, 2025, 2026, 2027, 2028, and 2029, 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).
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