Live Oak Bancshares (LOB) CCO logs 10,778 RSU grant and tax-share withholding

Rhea-AI Filing Summary

Live Oak Bancshares Chief Credit Officer Michael Cairns reported equity award activity. On February 9, 2026, he received a grant of 10,778 restricted stock units (RSUs), each representing one share of voting common stock, vesting in five equal annual installments beginning February 9, 2027.

On February 10, 2026, he exercised 1,282 RSUs, acquiring the same number of voting common shares, and 638 shares of common stock were withheld at $41.04 per share to cover tax obligations. After these transactions, he directly held 10,112 voting common shares and multiple RSU awards with stated vesting schedules running through 2029.

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^*

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)
02/09/2026

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	02/10/2026		M		1,282	A	(1)	10,750	D
Voting Common Stock	02/10/2026		F		638	D	$41.04	10,112	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)	02/09/2026		A		10,778		(2)	(2)	Voting Common Stock	10,778	$0	10,778	D
Restricted Stock Units	(1)	02/10/2026		M			1,282	(3)	(3)	Voting Common Stock	1,282	$0	5,131	D
Restricted Stock Units	(1)							(4)	(4)	Voting Common Stock	236		236	D
Restricted Stock Units	(1)							(5)	(5)	Voting Common Stock	1,886		1,886	D
Restricted Stock Units	(1)							(6)	(6)	Voting Common Stock	2,838		2,838	D
Restricted Stock Units	(1)							(7)	(7)	Voting Common Stock	145		145	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. 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.

3. 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.

4. 235 of the RSUs vested 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.

5. 943 of the RSUs vested on December 9, 2024 and 2025, and 943 of the RSUs will vest on each of December 9, 2026 and 2027, subject to the reporting person's continuous service to the Company or a related entity on such date.

6. 945 of the RSUs vested on December 9, 2024, 946 of the RSUs vested on December 8, 2025, and 946 of the RSUs will vest on each of December 8, 2026, 2027, and 2028, subject to the reporting person's continuous service to the Company or a related entity on such date.

7. 145 of the RSUs vested on February 22, 2025 and 145 of the RSUs will vest on February 22, 2026, subject to the reporting person's continuous service to the Company or a related entity on such date.

8. 2,420 of the RSUs vested on August 19, 2025 and 2,420 of the RSUs will vest on each of August 19, 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	02/11/2026
	** 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 insider transactions did Michael Cairns report at Live Oak Bancshares (LOB)?

Michael Cairns reported an RSU grant and related share activity. He received 10,778 restricted stock units on February 9, 2026, then exercised 1,282 RSUs into common shares on February 10, 2026, with 638 shares withheld to satisfy tax obligations at $41.04 per share.

How many Live Oak Bancshares (LOB) shares does Michael Cairns hold after these transactions?

After the reported transactions, Michael Cairns directly holds 10,112 shares of Live Oak Bancshares voting common stock. He also holds several restricted stock unit awards, including a 10,778-unit grant and other RSU blocks, all subject to specified multi-year vesting schedules extending through various dates to 2029.

What are the key terms of Michael Cairns’s new 10,778 RSU award at Live Oak Bancshares (LOB)?

The 10,778 restricted stock units granted to Michael Cairns on February 9, 2026 vest in five equal annual installments starting February 9, 2027. Each RSU represents a contingent right to receive one share of Live Oak Bancshares voting common stock, subject to continued service with the company.

How were taxes handled on Michael Cairns’s recent share acquisition at Live Oak Bancshares (LOB)?

When 1,282 RSUs were converted into voting common shares on February 10, 2026, 638 shares were disposed of under code F at $41.04 per share. This disposition reflects shares withheld to pay the exercise price or satisfy associated tax liabilities on the equity award.

What other RSU vesting schedules are disclosed for Michael Cairns at Live Oak Bancshares (LOB)?

The filing discloses multiple RSU awards with detailed vesting schedules. Various blocks vest annually on dates including December 9, December 8, December 15, February 22, and August 19 between 2024 and 2029, all conditioned on Michael Cairns’s continuous service with Live Oak Bancshares or a related entity.