Live Oak Bancshares, Inc. Prices Depositary Share Offering

Expected net proceeds would support balance sheet growth at Live Oak Banking Company and enhance the company’s capital position.

Rhea-AI Summary

Live Oak Bancshares (NYSE: LOB) priced an underwritten offering of 4,000,000 depositary shares representing interests in its Series B preferred stock. Each depositary share represents a 1/40th ownership interest and has a $25 liquidation preference. The non-cumulative perpetual preferred stock carries an 8.750% annual dividend rate, payable quarterly if declared, beginning December 15, 2026.

Underwriters have a 30-day option to purchase up to 600,000 additional depositary shares to cover overallotments. Live Oak expects closing on or about November 12, 2026, subject to customary conditions, and intends to apply for NYSE listing under LOB/PB.

2 points · 0 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 3 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.Offering proceeds are expected to support Live Oak Banking Company’s balance sheet growth and enhance company capital.
• Minor point. Forward-looking: it has not happened yet and may not happen.Optional redemption permits Live Oak to redeem preferred stock on dividend dates from December 15, 2031.

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.4,000,000 depositary shares add preferred equity with a $25 liquidation preference per depositary share.
• Minor point. Forward-looking: it has not happened yet and may not happen.8.750% annual preferred dividends are payable quarterly when, as and if declared by the board.
• Minor point. Forward-looking: it has not happened yet and may not happen.Underwriters’ 30-day option permits issuance of up to 600,000 additional depositary shares.

News Explained

If it closes, Live Oak expects to use net proceeds from the priced preferred-share offering for general corporate purposes, including balance-sheet growth at its bank subsidiary and strengthening the company's capital position.

Key Figures

Depositary shares offered: 4,000,000 shares Dividend rate: 8.750% per annum Liquidation preference: $25 per depositary share +4 more

Depositary shares offered

4,000,000 shares

Series B preferred offering

Dividend rate

8.750% per annum

Series B preferred stock; dividends payable if declared

Liquidation preference

$25 per depositary share

Series B preferred offering

Underwriters’ option

Up to 600,000 additional depositary shares

To cover overallotments, if any

Option exercise period

30 days

Underwriters’ option for additional shares

Optional redemption date

On or after December 15, 2031

On a dividend payment date, subject to stated terms

Expected offering close

On or about November 12, 2026

Subject to customary conditions

Previous Offering Reports

1 past event · Latest: Aug 04

Same Type 1 event

1. Aug 04

   Preferred offering

   24h Move

   +0.8%

   Prior transaction issued 4,000,000 Series A depositary shares at an 8.375% rate.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

underwritten offering, depositary shares, non-cumulative, liquidation preference, +2 more

6 terms

underwritten offering financial

"pricing of an underwritten offering of 4,000,000 depositary shares"

An underwritten offering is when a bank or group of banks agrees to buy all of a company's new shares or bonds and then resell them to outside investors, guaranteeing the company will raise a specific amount of money. It matters to investors because it adds certainty that the funding will close while increasing the number of shares or debt in the market, which can lower the price per share and change each existing owner's ownership percentage—think of a wholesaler buying an entire shipment from a maker before it reaches stores.

depositary shares financial

"4,000,000 depositary shares, each representing a 1/40th ownership interest"

Depositary shares are tradable certificates that represent a fractional piece of a larger security held by a third-party bank, like owning a slice of a single big pie instead of the whole pie. They let companies issue and investors buy smaller, more affordable portions of preferred stock or other instruments; holders usually receive proportional dividends and market pricing similar to ordinary shares, but may have limited voting rights and different liquidity or tax implications, which can affect income and resale value.

non-cumulative financial

"8.750% Fixed Rate Series B Non-Cumulative Perpetual Preferred Stock"

Non-cumulative describes a type of dividend or payment right where any missed distributions are not tracked or owed later; if a company skips a payment, investors do not receive that skipped amount in the future. Think of it like a one-time coupon that expires if not used: it can boost potential income when paid, but offers no catch-up protection, so investors face greater income uncertainty and should price in higher risk or lower yield expectations.

liquidation preference financial

"with a liquidation preference of $25 per depositary share"

A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.

overallotments financial

"to cover overallotments, if any"

An overallotment, often called a "greenshoe" option, is a short-term right given to underwriters of a new stock offering to sell up to about 15% more shares than planned. It matters to investors because it lets underwriters smooth the stock’s post-offering price—if demand falls they buy back extra shares to support the price, and if demand stays strong they exercise the option to supply more shares—reducing abrupt swings like a shock absorber for the market.

shelf registration statement regulatory

"filed a “shelf” registration statement"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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WILMINGTON, N.C., Nov. 04, 2026 (GLOBE NEWSWIRE) -- Live Oak Bancshares, Inc. (NYSE: LOB) (“Live Oak” or the “Company”) announced the pricing of an underwritten offering of 4,000,000 depositary shares, each representing a 1/40th ownership interest in a share of 8.750% Fixed Rate Series B Non-Cumulative Perpetual Preferred Stock (the “Series B Preferred Stock”), with a liquidation preference of $25 per depositary share.

When, as and if declared by the board of directors of Live Oak, dividends will be payable on the Series B Preferred Stock from the date of issuance at a rate of 8.750% per annum, payable quarterly in arrears on March 15, June 15, September 15, and December 15 of each year, beginning on December 15, 2026. Live Oak may, at its option, redeem the Series B Preferred Stock on any dividend payment date on or after December 15, 2031, or following a regulatory capital treatment event as described in the prospectus supplement and accompanying prospectus relating to the offering, in each case at a redemption price equal to $1,000 per share of Series B Preferred Stock (equivalent to $25 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends to, but excluding, the redemption date. Live Oak intends to apply to list the depositary shares on the New York Stock Exchange under the symbol “LOB/PB.”

Net proceeds from the offering are expected to be used for general corporate purposes, including to support balance sheet growth at Live Oak Banking Company and to enhance the Company’s capital position.

Morgan Stanley & Co. LLC; Keefe, Bruyette & Woods, A Stifel Company, RBC Capital Markets, LLC; and UBS Investment Bank are serving as joint bookrunning managers for the offering.

The Company has granted to the underwriters an option, exercisable for 30 days, to purchase up to an additional 600,000 depositary shares, at the public offering price less the underwriting discount, to cover overallotments, if any.

The Company expects to close the offering, subject to customary conditions, on or about November 12, 2026.

The Company filed a “shelf” registration statement (File No. 333-294092) (including a base prospectus (the “Base Prospectus”)) on March 6, 2026 and the related preliminary prospectus supplement on November 4, 2026 (the “Preliminary Prospectus Supplement”) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. You may obtain these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the Company, any underwriter, or any dealer participating in the offering will arrange to send you the Base Prospectus and the Preliminary Prospectus Supplement if you request it by calling Morgan Stanley & Co. LLC toll-free at 1-866-718-1649, Keefe, Bruyette & Woods, A Stifel Company at 1-800-966-1559, RBC Capital Markets, LLC at 1-866-375-6829, or UBS Investment Bank at 1-833-481-0269.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy any securities, nor shall there be any offer or sale of these securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Important Note Regarding Forward-Looking Statements
This press release contains forward-looking statements which reflect management’s current views with respect to, among other things, future events and financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “goal,” “target,” “outlook,” “aim,” “would,” “annualized” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. Forward-looking statements in this press release include, but are not limited to, statements regarding the offering, including the expected closing of the offering. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about the industry, management's beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, management cautions that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. A number of important factors could cause actual results to differ materially from those indicated in these forward-looking statements, including the impacts of factors identified in “Risk Factors” or “Management's Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K and other periodic filings with the Securities and Exchange Commission. Any forward-looking statements presented herein are made only as of the date of this press release, and the Company does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

About Live Oak Bancshares
Live Oak Bancshares, Inc. (NYSE: LOB) is a financial holding company and parent company of Live Oak Bank. Live Oak Bancshares and its subsidiaries partner with businesses that share a groundbreaking focus on service and technology to redefine banking.

Contacts:
Walter J. Phifer | CFO | Investor Relations | 910.202.6926
Claire Parker | Corporate Communications | Media Relations | 910.597.1592

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What securities is Live Oak Bancshares offering?

Live Oak is offering 4,000,000 depositary shares, each representing a 1/40th ownership interest in its 8.750% Fixed Rate Series B Non-Cumulative Perpetual Preferred Stock. Each depositary share has a $25 liquidation preference.

When is Live Oak Bancshares expected to close its depositary share offering?

Live Oak expects the offering to close on or about November 12, 2026, subject to customary conditions.

What are the redemption terms for Live Oak Bancshares Series B preferred stock?

Live Oak may redeem the preferred stock on any dividend payment date on or after December 15, 2031, or following a regulatory capital treatment event. The redemption price is $1,000 per preferred share, equivalent to $25 per depositary share, plus declared and unpaid dividends. Undeclared dividends do not accumulate.