[Form 4] Live Oak Bancshares, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Live Oak Bancshares insider transaction summary: Walter J. Phifer, Chief Financial Officer, reported a disposal of 5,743 shares of the company's voting common stock on 08/18/2025. On the same date he was granted 14,581 restricted stock units (RSUs) that convert one-for-one into voting common stock and vest in five equal annual installments beginning on August 18, 2026, subject to continued service.

The filing also lists several previously granted RSU tranches with staggered vesting dates and an employee stock option exercisable for 6,160 shares (exercise price $13.59) that vested in multiple installments through February 16, 2023. All reported equity holdings are held directly by the reporting person.

Positive

• 14,581 RSUs granted on 08/18/2025 that convert one-for-one into voting common stock, supporting long-term retention
• Employee stock option for 6,160 shares is exercisable (exercise price $13.59) and fully vested through 2023

Negative

• Disposition of 5,743 voting shares reported on 08/18/2025
• No cash proceeds or sale price disclosed for the disposed shares in this filing

Insights

Corporate Governance Expert

TL;DR: Routine insider equity activity: a sale plus a new RSU grant with standard multi-year vesting tied to continued service.

The disposal of 5,743 voting shares is reported alongside a contemporaneous grant of 14,581 RSUs that vest over five years beginning August 18, 2026. This structure is consistent with retention-focused compensation practices and aligns executive incentives with long-term service. The filing shows the CFO holds multiple RSU tranches with staggered vesting and an outstanding employee stock option for 6,160 shares at a $13.59 strike that fully vested through 2023. There are no indications of indirect holdings or third-party arrangements in the disclosure.

Compensation/Equity Analyst

TL;DR: Grant and prior vesting activity are typical for executive compensation; transaction appears administrative rather than transformative.

The 14,581 RSU grant and prior tranches create multi-year vesting schedules that will deliver shares contingent on continued service. The option described has completed its vesting schedule through 2023 and remains exercisable for 6,160 shares at a $13.59 exercise price. The reported disposal of 5,743 shares reduces immediate share ownership but is offset by forthcoming RSU issuances. No cash compensation amounts or proceeds from the disposition are disclosed in this Form 4.

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
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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)
08/18/2025

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								5,743	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)	08/18/2025		A		14,581		(2)	(2)	Voting Common Stock	14,581	$0	14,581	D
Restricted Stock Units	(1)							(3)	(3)	Voting Common Stock	69		69	D
Restricted Stock Units	(1)							(4)	(4)	Voting Common Stock	471		471	D
Restricted Stock Units	(1)							(5)	(5)	Voting Common Stock	4,716		4,716	D
Restricted Stock Units	(1)							(6)	(6)	Voting Common Stock	8,012		8,012	D
Restricted Stock Units	(1)							(7)	(7)	Voting Common Stock	9,264		9,264	D
Employee Stock Option (right to buy)	$13.59							(8)	02/16/2026	Voting Common Stock	6,160		6,160	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 August 18, 2026, 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 22, 2022, 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 December 15, 2022, 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 December 9, 2023, 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 12, 2025, 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.

8. The shares subject to this option vested and became exercisable yearly in seven installments beginning on February 16, 2017, as follows: 10% of the shares subject to the option vested on each of February 16, 2017, 2018, 2019, 2020, and 2021; 25% of the shares subject to the option vested on each of February 16, 2022 and 2023.

Remarks:

	/s/ Jonathan A. Greene, By Power of Attorney	08/20/2025
	** 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 did Walter J. Phifer (LOB CFO) report on Form 4 dated 08/20/2025?

The filing reports a disposition of 5,743 voting common shares on 08/18/2025 and a contemporaneous grant of 14,581 restricted stock units convertible into one share each.

How do the 14,581 RSUs granted to the CFO vest?

The 14,581 RSUs vest in five equal annual installments beginning August 18, 2026, subject to the reporting person’s continued service.

Are there other RSU tranches or options disclosed for the reporting person?

Yes. Multiple prior RSU tranches with staggered vesting dates are listed, and an employee stock option for 6,160 shares (strike $13.59) that vested through February 16, 2023 is reported.

Does the Form 4 show indirect ownership or third-party holdings for the CFO?

No. The filing indicates the shares and derivative securities are held directly by the reporting person.

Is the sale price or proceeds from the 5,743-share disposition provided?

No. This Form 4 does not disclose the sale price or cash proceeds related to the disposed shares.