Live Oak Bancshares (NASDAQ: LOB) CXO reports RSU vesting and tax share disposals

Rhea-AI Filing Summary

Live Oak Bancshares Chief Experience Officer Spencer Courtney reported RSU vesting and related share activity. On February 12 and 13, 2026, he exercised restricted stock units into 2,128 and 2,845 shares of voting common stock, respectively. In connection with these vestings, 1,038 shares at $40.22 and 1,264 shares at $40.54 were withheld and disposed of to cover tax obligations.

Following these transactions, Courtney directly owned 28,547 shares of voting common stock and also had 153.7958 shares held indirectly by his spouse. He continued to hold multiple blocks of restricted stock units that vest in equal or pro rata annual installments through dates ranging from 2023 to 2027, conditioned 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^*

Spencer Courtney

(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 Experience 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		2,128	A	(1)	28,004	D
Voting Common Stock	02/12/2026		F		1,038	D	$40.22	26,966	D
Voting Common Stock	02/13/2026		M		2,845	A	(1)	29,811	D
Voting Common Stock	02/13/2026		F		1,264	D	$40.54	28,547	D
Voting Common Stock								153.7958	I	By Spouse

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			2,128	(2)	(2)	Voting Common Stock	2,128	$0	6,384	D
Restricted Stock Units	(1)	02/13/2026		M			2,845	(3)	(3)	Voting Common Stock	2,845	$0	5,690	D
Restricted Stock Units	(1)							(4)	(4)	Voting Common Stock	6,586		6,586	D
Restricted Stock Units	(1)							(5)	(5)	Voting Common Stock	5,701		5,701	D
Restricted Stock Units	(1)							(6)	(6)	Voting Common Stock	3,160		3,160	D
Restricted Stock Units	(1)							(7)	(7)	Voting Common Stock	2,000		2,000	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 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 14, 2023, subject to the reporting person's continuous service to the Company or a related entity on such date.

7. 2,000 of the RSUs will vest on each of February 22, 2023, 2024, 2025, and 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).
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FAQ

What insider transactions did LOB Chief Experience Officer Spencer Courtney report?

Spencer Courtney reported RSU exercises and tax-related share dispositions. On February 12 and 13, 2026, he converted 2,128 and 2,845 restricted stock units into voting common shares, with a portion of the resulting shares delivered to satisfy associated tax withholding obligations at prices around $40 per share.

How many Live Oak Bancshares (LOB) shares does Spencer Courtney own after these Form 4 transactions?

After the reported transactions, Spencer Courtney directly owned 28,547 shares of Live Oak Bancshares voting common stock. In addition, 153.7958 shares were held indirectly by his spouse, reflecting both his personal holdings and a small indirect beneficial interest reported in the filing.

What RSU activity did the LOB Form 4 disclose for February 12–13, 2026?

The filing shows RSU conversions into common shares on both dates. 2,128 RSUs and 2,845 RSUs were exercised into the same number of voting common shares, representing scheduled vesting events rather than open-market purchases, with related share dispositions to cover tax liabilities.

How were taxes handled on Spencer Courtney’s RSU vesting at Live Oak Bancshares (LOB)?

Taxes were satisfied through share withholding and disposition. The Form 4 lists 1,038 shares disposed of at $40.22 and 1,264 shares at $40.54, coded as tax-withholding transactions associated with the RSU exercises, rather than discretionary market sales.

What future vesting schedule applies to Spencer Courtney’s remaining LOB RSUs?

The remaining RSUs vest in multi-year installments. Different grants vest in five equal or pro rata annual installments beginning on dates between February 14, 2023 and February 9, 2027, each contingent on his continued service with Live Oak Bancshares or a related entity.

Are Spencer Courtney’s reported LOB transactions open-market buys or sells?

The transactions are primarily RSU exercises and related tax-withholding dispositions, not open-market trades. Code M entries reflect derivative conversions into common shares, while code F entries show shares delivered to cover tax obligations tied to those vesting events.