Phifer Walter J 4

What Happened
Walter J. Phifer, Chief Financial Officer of Live Oak Bancshares, exercised/converted 2,003 restricted stock units (RSUs) on February 12, 2026. Of those shares, 992 were withheld/disposed to cover tax liabilities at a reported price of $40.22 per share, amounting to $39,898. The RSU conversion shows an exercise/conversion entry at $0 (typical for RSU vesting), so this was not a cash purchase of stock but conversion of award units into common shares.

Key Details

• Transaction date: February 12, 2026 (report filed February 17, 2026; Period of Report: Feb 12, 2026). Filing does not indicate lateness.
• Actions reported: M = exercise/conversion of derivative (2,003 RSUs); F = shares withheld to pay tax liability (992 shares).
• Withholding price/value: 992 shares × $40.22 = $39,898 reported as disposed to satisfy taxes.
• Net shares remaining from this vesting: 2,003 − 992 = ~1,011 shares retained (based on reported numbers).
• Shares owned after transaction: not specified in the provided data (see full filing for post-transaction beneficial ownership).
• Footnotes: F1 defines RSUs as contingent rights to receive one share each; other footnotes detail varying RSU vesting schedules—see the filing for full vesting timelines and applicability.

Context
RSUs convert to actual shares upon vesting and are commonly subject to withholding (via share retention or sale) to satisfy tax obligations; this reporting reflects that routine settlement. The transaction is not an open-market purchase or an intent-to-sell signal — it’s award vesting with tax withholding. For investors, purchases are generally more indicative of bullish insider conviction; this filing documents compensation-related settlement rather than a discretionary buy or sell.