Phifer Walter J 4
4 · Live Oak Bancshares, Inc. · Filed Feb 11, 2026
Research Summary
AI-generated summary of this filing
Live Oak Bancshares (LOB) CFO Walter Phifer Exercises RSUs; Shares Withheld
What Happened
Walter J. Phifer, Chief Financial Officer of Live Oak Bancshares (LOB), was granted restricted stock units (RSUs) and converted a portion into common shares. The filing shows a 2/9/2026 grant of 9,580 RSUs and conversion/exercise activity on 2/10/2026 that resulted in 1,852 shares from derivatives. Of those, 957 shares were surrendered to cover tax withholding, generating $39,275 in tax payment per the filing.
Key Details
- Transactions reported:
- 2026-02-09: Grant of 9,580 RSUs (derivative award; $0 per share reported).
- 2026-02-10: Conversion/exercise of derivative resulting in 1,852 shares (M code).
- 2026-02-10: 957 shares withheld/disposed to cover tax liability at $41.04 per share = $39,275 (F code).
- The filing also lists a 1,852-share disposition entry (derivative) at $0.00 — likely related to the conversion/net settlement mechanics reported.
- RSU mechanics: Footnotes state each RSU is a contingent right to one share and vest according to multi-year schedules (vesting footnotes F1–F8; most RSUs vest in five equal annual installments).
- Shares owned after transaction: The filing does not state total post-transaction holdings for Phifer.
- Filing/timeliness: Report filed 2026-02-11 for transactions on 2/9–2/10 — filed within the usual Form 4 reporting window (appears timely).
Context
- RSUs are derivative awards that convert to shares upon vesting or on specified dates; the $0 prices and derivative codes indicate conversion/settlement rather than an open-market purchase or sale.
- The 957-share disposition is a tax-withholding event (common on RSU vesting/conversion) and is not an open-market sale that necessarily reflects a change in sentiment.
- No 10b5-1 plan or late-filing flag is indicated in the filing; amounts surrendered were used to satisfy tax obligations.
Insider Transaction Report
Form 4
Phifer Walter J
Chief Financial Officer
Transactions
- Exercise/Conversion
Voting Common Stock
[F1]2026-02-10+1,852→ 14,724 total - Tax Payment
Voting Common Stock
2026-02-10$41.04/sh−957$39,275→ 13,767 total - Award
Restricted Stock Units
[F1][F2]2026-02-09+9,580→ 9,580 total→ Voting Common Stock (9,580 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F3]2026-02-10−1,852→ 7,412 total→ Voting Common Stock (1,852 underlying)
Holdings
- 69
Restricted Stock Units
[F1][F4]→ Voting Common Stock (69 underlying) - 236
Restricted Stock Units
[F1][F5]→ Voting Common Stock (236 underlying) - 3,144
Restricted Stock Units
[F1][F6]→ Voting Common Stock (3,144 underlying) - 8,012
Restricted Stock Units
[F1][F7]→ Voting Common Stock (8,012 underlying) - 14,581
Restricted Stock Units
[F1][F8]→ Voting Common Stock (14,581 underlying)
Footnotes (8)
- [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 9, 2027, 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 10, 2026, 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 22, 2022, 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 December 15, 2022, 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 December 9, 2023, 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 12, 2025, subject to the reporting person's continuous service to the Company or a related entity on such date.
- [F8]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.
Signature
/s/ Jonathan A. Greene, By Power of Attorney|2026-02-11