Live Oak Bancshares (LOB) CBO exercises 1,580 RSUs, with 703 shares withheld

Rhea-AI Filing Summary

Live Oak Bancshares, Inc. Chief Banking Officer Mark Michael Moroz reported equity compensation activity involving restricted stock units (RSUs) and common shares. On February 17, 2026, he exercised or converted 1,580 RSUs at $0.00 per unit into 1,580 shares of voting common stock, recorded as directly owned.

On the same date, 703 shares of voting common stock were disposed of at $40.75 per share in a tax-withholding transaction related to this equity award. After these transactions, he directly held 12,034 shares of voting common stock.

Footnotes explain that each RSU equals one share of voting common stock and detail multiple RSU awards that vest in installments beginning on dates such as February 10, 2026, February 12, 2026, February 14, 2026, May 19, 2026, and other specified vesting dates, all contingent 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^*

Moroz Mark 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 Banking Officer

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		1,580	A	(1)	12,737	D
Voting Common Stock	02/17/2026		F		703	D	$40.75	12,034	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			1,580	(2)	(2)	Voting Common Stock	1,580	$0	1,580	D
Restricted Stock Units	(1)							(3)	(3)	Voting Common Stock	6,760		6,760	D
Restricted Stock Units	(1)							(4)	(4)	Voting Common Stock	8,982		8,982	D
Restricted Stock Units	(1)							(5)	(5)	Voting Common Stock	7,412		7,412	D
Restricted Stock Units	(1)							(6)	(6)	Voting Common Stock	5,659		5,659	D
Restricted Stock Units	(1)							(7)	(7)	Voting Common Stock	4,000		4,000	D
Restricted Stock Units	(1)							(8)	(8)	Voting Common Stock	35,587		35,587	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 two equal annual installments beginning on February 14, 2026, subject to the reporting person's continuous service to the Company or a related entity on such date.

3. The RSUs vest in four equal annual installments beginning on February 12, 2026, 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 three equal annual installments beginning on December 9, 2025, subject to the reporting person's continuous service to the Company or a related entity on such date.

7. 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. The RSUs vest in five equal annual installments beginning on May 19, 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	02/19/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did Live Oak Bancshares (LOB) report for Mark Michael Moroz?

Mark Michael Moroz exercised 1,580 restricted stock units into voting common stock and had 703 shares withheld at $40.75 per share to cover tax obligations. After these transactions, he directly held 12,034 shares of Live Oak Bancshares voting common stock.

How many Live Oak Bancshares (LOB) shares did the CBO acquire and dispose of in this Form 4?

The Chief Banking Officer acquired 1,580 shares of voting common stock through the exercise or conversion of restricted stock units. In a separate tax-withholding transaction, 703 shares of voting common stock were disposed of at a price of $40.75 per share.

What does the tax-withholding transaction mean in the Live Oak Bancshares (LOB) filing?

The filing shows 703 shares of voting common stock disposed of at $40.75 per share to satisfy tax obligations linked to an equity award. This tax-withholding disposition is coded “F” and is distinct from an open-market sale or discretionary share sale.

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

Following the reported equity compensation events, Mark Michael Moroz directly holds 12,034 shares of Live Oak Bancshares voting common stock. This figure reflects the RSU exercise into common shares and the concurrent share disposition for tax-withholding purposes.

How do the restricted stock units (RSUs) for Live Oak Bancshares (LOB) vest for the CBO?

Each RSU represents a right to receive one share of voting common stock, with various grants vesting in equal installments. Vesting begins on dates including February 10, 2026, February 12, 2026, February 14, 2026, May 19, 2026, and other specified dates, subject to continued service.

What types of securities are involved in the Live Oak Bancshares (LOB) insider report?

The insider report involves restricted stock units and voting common stock of Live Oak Bancshares. RSUs convert into common shares upon vesting or exercise, and the filing records both the RSU derivative position and the resulting directly held voting common stock balances.