Form 4: LOB CFO Phifer Reports RSU Vesting and Stock Transactions

Live Oak Bancshares CFO Walter J. Phifer reported the vesting of restricted stock units and related common stock transactions, including a new RSU grant.

Summary

• Walter J. Phifer, Chief Financial Officer of Live Oak Bancshares, Inc. (LOB), reported several transactions involving the company's common stock and Restricted Stock Units (RSUs).
• On February 10, 2026, Phifer acquired 1,852 shares of voting common stock, which is likely due to the vesting and conversion of RSUs.
• Concurrently, 957 shares of voting common stock were disposed of at a price of $41.04 per share, typically to cover tax withholding obligations related to the RSU vesting.
• Following these transactions, Phifer directly beneficially owns 13,767 shares of voting common stock.
• On February 9, 2026, Phifer was granted 9,580 new Restricted Stock Units (RSUs), which will vest in five equal annual installments starting February 9, 2027.
• On February 10, 2026, 1,852 RSUs vested, which were part of a grant that began vesting on February 10, 2026.
• Phifer holds additional RSUs with various vesting schedules, including 69 units (vesting from February 22, 2022), 236 units (vesting from December 15, 2022), 3,144 units (vesting from December 9, 2023), 8,012 units (vesting from February 12, 2025), and 14,581 units (vesting from August 18, 2026).

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive filing, reflecting ongoing executive compensation and alignment of interests through equity grants, which is a standard and healthy practice. The new RSU grant indicates continued commitment.

Positives

• Grant of 9,580 new Restricted Stock Units (RSUs) to the CFO on February 9, 2026, indicating continued long-term incentive alignment.
• Vesting of 1,852 RSUs on February 10, 2026, converting into common stock, demonstrating the realization of equity compensation.

Negatives

• Disposition of 957 shares of common stock at $41.04 per share on February 10, 2026, likely for tax withholding purposes, which reduces the direct beneficial ownership of common stock.

Future Outlook

The vesting schedules for the various Restricted Stock Units extend through several future years, indicating a long-term incentive structure for the Chief Financial Officer tied to continuous service to the company.

Industry Context

StockSavvy.ai notes that the grant and vesting of Restricted Stock Units (RSUs) are standard practices in executive compensation across the financial services industry, aligning management's interests with long-term shareholder value. The disposition of shares for tax withholding is also a common and expected event upon RSU vesting.

Related Party Transactions

• The reported transactions involve equity compensation (Restricted Stock Units and common stock) granted to Walter J. Phifer, the Chief Financial Officer, which are considered related party transactions as they involve an executive of the company.

Stakeholder Impact

• Shareholders: The grant of new RSUs and the vesting of existing ones align the CFO's long-term interests with shareholder value creation. The sale of shares for tax purposes is a routine event and does not indicate a lack of confidence.
• Employees: The compensation structure for a key executive may serve as a benchmark or indicator of the company's overall approach to employee equity incentives.

Next Steps

• Continued vesting of 9,580 RSUs in five equal annual installments beginning February 9, 2027.
• Continued vesting of 7,412 RSUs (remaining from the 02/10/2026 grant) in subsequent annual installments.
• Continued vesting of 69 RSUs in subsequent annual installments from February 22, 2022.
• Continued vesting of 236 RSUs in subsequent annual installments from December 15, 2022.
• Continued vesting of 3,144 RSUs in subsequent annual installments from December 9, 2023.
• Continued vesting of 8,012 RSUs in subsequent annual installments from February 12, 2025.
• Continued vesting of 14,581 RSUs in five equal annual installments beginning August 18, 2026.

Key Dates

Recommendation

This Form 4 filing details routine equity compensation transactions for a key executive. While the grant of new RSUs is a positive sign of continued alignment, the overall activity is standard and does not provide new fundamental information to warrant a change in investment thesis. The transactions are expected and do not suggest any significant shift in company prospects or insider sentiment that would alter a 'hold' recommendation.

Keywords

Live Oak Bancshares, LOB, Walter J. Phifer, CFO, SEC Form 4, Insider Trading, Restricted Stock Units, RSU, Equity Compensation, Stock Transactions, Beneficial Ownership