Live Oak Bancshares (NYSE: LOB) president converts RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Live Oak Bancshares President William C. Losch III reported equity compensation activity involving restricted stock units and common shares. On February 17, 2026, he acquired 1,264 shares of voting common stock at $0.00 per share through the exercise or conversion of restricted stock units.

On the same date, 562 shares of voting common stock were disposed of at $40.75 per share to cover tax obligations associated with the equity award, leaving 212,278 shares of voting common stock held directly. Footnotes state that each restricted stock unit represents a contingent right to receive one common share and that several RSU grants vest in five equal annual installments beginning on various dates from 2022 through 2027, subject to 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^*

Losch William C III

(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)
	President

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		M		1,264	A	(1)	212,840	D
Voting Common Stock	02/17/2026		F		562	D	$40.75	212,278	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)	02/17/2026		M			1,264	(2)	(2)	Voting Common Stock	1,264	$0	1,264	D
Restricted Stock Units	(1)							(3)	(3)	Voting Common Stock	33,050		33,050	D
Restricted Stock Units	(1)							(4)	(4)	Voting Common Stock	35,846		35,846	D
Restricted Stock Units	(1)							(5)	(5)	Voting Common Stock	52,694		52,694	D
Restricted Stock Units	(1)							(6)	(6)	Voting Common Stock	36,123		36,123	D
Restricted Stock Units	(1)							(7)	(7)	Voting Common Stock	42,000		42,000	D
Restricted Stock Units	(1)							(8)	(8)	Voting Common Stock	150,000		150,000	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 14, 2023, 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 12, 2025, 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 13, 2024, 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 9, 2027, 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 10, 2026, 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 August 10, 2022, 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 25, 2024, 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	02/19/2026
	** 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 did Live Oak Bancshares (LOB) President William C. Losch III report on this Form 4?

He reported equity compensation activity involving restricted stock units and common stock. On February 17, 2026, he converted RSUs into 1,264 voting common shares and had 562 shares withheld at $40.75 per share to satisfy tax obligations tied to the award.

Did the Live Oak Bancshares (LOB) President buy or sell shares on the open market?

The Form 4 does not show open-market purchases or sales. It reports an RSU-related conversion of 1,264 shares at $0.00 and a disposition of 562 shares coded “F,” indicating shares were withheld to pay exercise price or tax liabilities, rather than an ordinary market trade.

How many Live Oak Bancshares (LOB) shares does William C. Losch III hold after these transactions?

After the reported transactions on February 17, 2026, he directly holds 212,278 shares of Live Oak Bancshares voting common stock. The filing also shows multiple restricted stock unit awards outstanding, each convertible into common shares, with vesting schedules described in the accompanying footnotes.

What do the restricted stock unit (RSU) footnotes mean for Live Oak Bancshares (LOB)?

Each RSU represents a contingent right to receive one share of voting common stock. The footnotes state that different RSU grants vest in five equal annual installments beginning on specified dates between 2022 and 2027, provided William C. Losch III continues serving the company or a related entity.

What is the significance of transaction code "F" in this Live Oak Bancshares (LOB) Form 4?

Transaction code “F” indicates payment of exercise price or tax liability by delivering securities. In this filing, 562 shares of voting common stock at $40.75 per share were disposed of to satisfy tax-related obligations tied to the RSU conversion, rather than representing a discretionary share sale.