Live Oak Bancshares (NASDAQ: LOB) GC settles 1,000 RSUs, with 445 shares for taxes

Rhea-AI Filing Summary

Live Oak Bancshares General Counsel Gregory W. Seward exercised 1,000 restricted stock units into voting common stock on February 23, 2026 at a price of $0.00 per share. To cover tax obligations, 445 shares were withheld at $38.30 per share, leaving him with 116,797 voting common shares held directly after these transactions.

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^*

Seward Gregory W

(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)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		M		1,000	A	(1)	117,242	D
Voting Common Stock	02/23/2026		F		445	D	$38.3	116,797	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)	02/23/2026		M			1,000	(2)	(2)	Voting Common Stock	1,000	$0	0	D
Restricted Stock Units	(1)							(3)	(3)	Voting Common Stock	2,370		2,370	D
Restricted Stock Units	(1)							(4)	(4)	Voting Common Stock	8,262		8,262	D
Restricted Stock Units	(1)							(5)	(5)	Voting Common Stock	23,898		23,898	D
Restricted Stock Units	(1)							(6)	(6)	Voting Common Stock	8,383		8,383	D
Restricted Stock Units	(1)							(7)	(7)	Voting Common Stock	7,412		7,412	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 vested in five equal annual installments beginning on February 22, 2022.

3. 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.

4. 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.

5. 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.

6. 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.

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.

Remarks:

	/s/ Jonathan A. Greene, by Power of Attorney	02/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did LOB’s General Counsel report on February 23, 2026?

On February 23, 2026, Live Oak Bancshares’ General Counsel Gregory W. Seward exercised 1,000 restricted stock units into voting common stock. As part of the same event, the company withheld 445 shares to satisfy tax obligations related to the RSU vesting and settlement.

Did the LOB General Counsel buy or sell shares in the open market?

The Form 4 shows an RSU exercise and a tax-withholding disposition, not an open-market trade. Shares were issued at $0.00 per share from vested RSUs, and 445 shares were withheld at $38.30 solely to cover tax liabilities.

How many Live Oak Bancshares (LOB) shares does the General Counsel own after these transactions?

Following the February 23, 2026 transactions, Gregory W. Seward directly holds 116,797 shares of voting common stock. This figure reflects the 1,000 shares received from RSU conversion, net of the 445-share tax-withholding disposition reported in the filing.

What happened to the 1,000 restricted stock units reported for LOB’s General Counsel?

The 1,000 restricted stock units were converted into an equal number of Live Oak Bancshares voting common shares at $0.00 per share. Each RSU represented a contingent right to receive one share, which became actual stock upon vesting and exercise on February 23, 2026.

Why were 445 shares of Live Oak Bancshares stock disposed of in this Form 4?

The 445-share disposition was coded as F, indicating shares were withheld to pay taxes rather than sold in the market. These shares were valued at $38.30 each and used to satisfy tax liabilities tied to the RSU settlement.

What do the RSU footnotes in the LOB Form 4 indicate about vesting?

The footnotes explain that various RSU grants vest in five equal annual installments beginning on specific February dates between 2022 and 2027, each subject to Gregory W. Seward’s continued service with Live Oak Bancshares or a related entity on the applicable vesting dates.