Seward Gregory W 4

4 · Live Oak Bancshares, Inc. · Filed Feb 19, 2026

AI-generated summary of this filing

Updated Feb 19, 2026

Live Oak (LOB) General Counsel Gregory Seward Exercises RSUs, Withholds 1,054 Shares

What Happened

Gregory W. Seward, General Counsel of Live Oak Bancshares (LOB), had 2,370 restricted stock units (RSUs convert into common shares) vest/convert on February 17, 2026 (reported on Form 4). Of those shares, 1,054 were surrendered/withheld to cover tax withholding at $40.75 per share, raising $42,951. Net newly acquired shares = 2,370 - 1,054 = 1,316 shares.
Transaction codes: M = conversion/exercise of derivative (RSUs → common shares); F = shares delivered to satisfy tax liability. One M entry shows a $0 disposition reflecting the conversion/cancellation of the underlying derivative awards.

Key Details

Transaction date: February 17, 2026; Tax withholding price: $40.75/share; Cash from withheld shares = $42,951.
Shares acquired on conversion: 2,370; Shares withheld/disposed for taxes: 1,054; Net new shares retained: 1,316.
Shares owned after transaction: not specified in the filing.
Footnotes: F1 notes each RSU equals one common share; other footnotes describe five-year vesting schedules for RSUs (vesting in equal annual installments starting on various dates).
Filing timeliness: Form 4 was filed on Feb 19, 2026 (appears timely under the usual two-business-day reporting rule).

Context

This was a standard RSU vest/conversion with a cashless-style tax withholding (the company withheld shares to cover taxes), not an open-market sale or purchase. Such withholding is routine and reflects tax obligations rather than an active sell decision.
For retail investors: this is not an outright sale for cash (except the withheld portion). Purchases are typically more bullish signals; this filing primarily documents compensation vesting and tax withholding.

Form 4

Period: 2026-02-17

General Counsel

Transactions

Exercise/Conversion
Voting Common Stock
[F1]
2026-02-17+2,370→ 117,296 total
Tax Payment
Voting Common Stock
2026-02-17$40.75/sh−1,054$42,951→ 116,242 total
Exercise/Conversion
Restricted Stock Units
[F1][F2]
2026-02-17−2,370→ 2,370 total
→ Voting Common Stock (2,370 underlying)

Holdings

Restricted Stock Units
[F1][F3]
→ Voting Common Stock (8,262 underlying)
8,262
Restricted Stock Units
[F1][F4]
→ Voting Common Stock (23,898 underlying)
23,898
Restricted Stock Units
[F1][F5]
→ Voting Common Stock (8,383 underlying)
8,383
Restricted Stock Units
[F1][F6]
→ Voting Common Stock (7,412 underlying)
7,412
Restricted Stock Units
[F1][F7]
→ Voting Common Stock (1,000 underlying)
1,000

Footnotes (7)

[F1]Each restricted stock unit ("RSU") represents a contingent right to receive one share of Live Oak Bancshares, Inc. (the "Company") voting common stock.
[F2]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.
[F3]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.
[F4]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.
[F5]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.
[F6]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.
[F7]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.

Signature

/s/ Jonathan A. Greene, by Power of Attorney|2026-02-19

1 file