[8-K/A] Live Oak Bancshares, Inc. Amends Material Event Report

Rhea-AI Filing Summary

Live Oak Bancshares appointed Jeffrey Williams Lunsford to its Board of Directors and to the board of its subsidiary, Live Oak Banking Company, with service through the next annual meeting. He will receive pro-rated non-employee director compensation under the company’s existing plan. Mr. Lunsford is Chairman and co-founder of DefenseStorm and, together with his immediate family, owns approximately 8.83% of DefenseStorm. The filing discloses related ownership: other directors/executives and families own 3.96%, and Live Oak Ventures, Inc. owns 4.49% of DefenseStorm as of June 30, 2025. The Bank paid DefenseStorm $469,152 in 2024 and $484,881 year-to-date in 2025 for IT and cybersecurity services. The Company attached a press release as Exhibit 99.1 announcing the appointment.

Positive

• Transparent disclosure of director appointment and related-party ownership percentages
• Detailed vendor payment amounts ($469,152 in 2024 and $484,881 YTD 2025) provide clarity on related-party transactions
• No special arrangements or understandings reported regarding the director selection

Negative

• Committee assignments pending, leaving governance roles unspecified for the new director
• Related-party relationship between a director and a vendor may raise perceptions of conflict, though materiality is not established

Insights

Corporate Governance Expert

TL;DR: New director appointment with disclosed related-party relationships and vendor payments; governance transparency is evident but committee assignments are pending.

The filing discloses the appointment of Jeffrey Williams Lunsford and explicitly identifies his material connection to DefenseStorm, including substantial family ownership and prior vendor payments from the Bank. Disclosure of ownership percentages and precise payment amounts enhances transparency and allows investors to assess potential conflicts. The absence of immediate committee assignments is routine for a mid-cycle appointment but should be updated when made. No other special arrangements or understandings were reported.

Financial Analyst

TL;DR: Director addition is routine; disclosed vendor spend (~$469k in 2024 and ~$485k YTD 2025) is modest relative to typical bank operating budgets.

The filing provides exact vendor payment figures to DefenseStorm and ownership stakes held by insiders and a subsidiary. These amounts enable a quantitative view of related-party exposure but do not, on their face, indicate material financial risk to Live Oak given no further context on total IT spend or revenue. Investors should note the clear disclosure but the filing does not present earnings, balance sheet, or pro forma impacts.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A (Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2025

LIVE OAK BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

North Carolina

001-37497

26-4596286

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1741 Tiburon Drive,

Wilmington,

NC

28403

(Address of principal executive offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (910) 790-5867

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Voting Common Stock, no par value per share			LOB			New York Stock Exchange LLC
Depositary Shares, Each Representing a 1/40th Interest in a Share of 8.375% Fixed Rate Series A Non-Cumulative Perpetual Preferred Stock, no par value per share			LOB/PA			New York Stock Exchange LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

EXPLANATORY NOTE

The sole purpose of this Form 8-K/A (this “Amendment”) is to add iXBRL tagging to the table on the cover page under the caption “Securities registered pursuant to Section 12(b) of the Act” that was inadvertently omitted at the time of the initial filing. No other changes have been made, and this Amendment does not modify or update in any way the disclosures previously made in the original Form 8-K filed on August 12, 2025.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On August 12, 2025, the Board of Directors (the “Board”) of Live Oak Bancshares, Inc. (the “Company”) appointed Jeffrey Williams Lunsford to serve as a Board member until the Company’s next annual meeting of shareholders. Mr. Lunsford was also appointed as a member of the Board of Live Oak Banking Company (the “Bank”), the Company’s wholly owned subsidiary.

The Board has not yet determined the committees to which Mr. Lunsford will be appointed, if any. Mr. Lunsford will participate in the current director compensation arrangements generally applicable to the Company’s non-employee directors as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 5, 2025, pro-rated for service until the next annual meeting of shareholders. There are no arrangements or understandings between Mr. Lunsford and any other persons pursuant to which he was selected as a director.

Mr. Lunsford is Chairman of the Board of Directors and a co-founder of DefenseStorm, Inc. (“DefenseStorm”). He and members of his “immediate family” (as defined in Instruction 1.a.iii. to Item 404(a) of SEC Regulation S-K) own approximately 8.83% of DefenseStorm. As of June 30, 2025, certain other directors and executive officers of the Company, their related business interests, and members of their immediate families collectively own approximately 3.96% of DefenseStorm. The Company’s wholly owned subsidiary, Live Oak Ventures, Inc., owns approximately 4.49% of DefenseStorm as of June 30, 2025. DefenseStorm provides a broad range of information technology and cybersecurity solutions designed for financial institutions. The Bank paid $469,152 in 2024 and has paid $484,881 thus far in 2025 to DefenseStorm for these services.

A copy of the Company’s press release announcing the appointment of Mr. Lunsford is attached as Exhibit 99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Description
99.1						Press Release dated August 12, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			LIVE OAK BANCSHARES, INC.
Date: August 15, 2025			By:			/s/ Gregory W. Seward
						Gregory W. Seward General Counsel & Chief Risk Officer

FAQ

Who was appointed to the Live Oak Bancshares (LOB) board?

The Company appointed Jeffrey Williams Lunsford to its Board of Directors and to the board of Live Oak Banking Company through the next annual meeting.

Does the filing disclose any relationships between the new director and company vendors?

Yes. Mr. Lunsford is Chairman and co-founder of DefenseStorm, and he and his immediate family own approximately 8.83% of DefenseStorm.

What ownership stakes in DefenseStorm are disclosed?

The filing states: Mr. Lunsford and immediate family 8.83%; other directors/executives and families 3.96%; Live Oak Ventures, Inc. 4.49% as of June 30, 2025.

How much has the Bank paid DefenseStorm for services?

The Bank paid DefenseStorm $469,152 in 2024 and $484,881 year-to-date in 2025 for IT and cybersecurity services.

Will Mr. Lunsford receive director compensation?

Yes. He will participate in the Company’s existing non-employee director compensation arrangements on a pro-rated basis until the next annual meeting.