[8-K] Live Oak Bancshares, Inc. Reports Material Event

Rhea-AI Filing Summary

An amended Form 144 filed for Casella Waste Systems (NASDAQ: CWST) discloses a proposed Rule 144 sale by an affiliated insider. The filer plans to dispose of 1,292 common shares through broker Raymond James on or after 12 Mar 2025, with an estimated aggregate market value of $136,302. The shares, originating from recent restricted-stock-unit grants dated 10-12 Mar 2025 (totalling 2,507 shares), were received as equity compensation. Casella has 63.36 million shares outstanding, so the contemplated sale equals roughly 0.002 % of the float—too small to influence liquidity or price.

The same insider previously sold 5,206 shares for $592,182 on 3 Mar 2025. Rule 144 requires this notice and the signer affirms no undisclosed adverse information. Overall, the filing signals routine portfolio diversification rather than a material change in CWST’s fundamentals.

Positive

• Sale size is immaterial at 0.002 % of outstanding shares, limiting market impact.
• Shares stem from recent RSU grants, indicating continued use of equity-based incentives that align management and shareholder interests.

Negative

• Continued insider selling (5,206 shares earlier in March plus 1,292 planned) could be interpreted by some investors as a mildly bearish signal.

Insights

Securities Analyst

TL;DR: 1,292-share Form 144 sale (~$136k) equals 0.002 % of CWST float; fundamentally neutral.

The proposed disposal is immaterial relative to Casella’s market cap and daily volume. RSU origin confirms compensation alignment, while prior 5,206-share sale indicates ongoing diversification. No financial metrics or guidance are affected, so valuation drivers—waste-service pricing, margin expansion, M&A pipeline—remain unchanged. I view the filing as neutral for investors.

Corporate Governance Expert

TL;DR: Routine insider sale within Rule 144 framework; governance risk minimal.

The insider certifies unawareness of undisclosed adverse information, satisfying Rule 10b5-1 safeguards. Sale size is well below 1 % three-month volume threshold, reflecting adherence to SEC limits. Repeated but modest dispositions suggest liquidity needs rather than confidence erosion. Governance profile remains sound; no red flags on control, related-party activity or trading violations.

FALSE0001462120--12-3100014621202025-07-312025-07-310001462120us-gaap:CommonStockMember2025-07-312025-07-310001462120us-gaap:SeriesAPreferredStockMember2025-07-312025-07-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K 

CURRENT REPORT

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

Date of Report (Date of earliest event reported): July 31, 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 PR A			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

Item 3.03. Material Modification to Rights of Security Holders.

On August 4, 2025, Live Oak Bancshares, Inc. (the “Company”) issued an aggregate of 4,000,000 depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of the Company’s 8.375% Fixed Rate Series A Non-Cumulative Perpetual Preferred Stock, no par value per share (the “Series A Preferred Stock”), with a liquidation preference of $1,000 per share of Series A Preferred Stock (equivalent to $25 per Depositary Share), which represents $100,000,000 in aggregate liquidation preference. The Depositary Shares are represented by depositary receipts (the “Depositary Receipts”).

Under the terms of the Series A Preferred Stock, the ability of the Company to declare or pay any dividends on, make distributions with respect to, or to redeem, purchase or acquire, or make a liquidation payment on its common stock or any preferred stock ranking on a parity with or junior to the Series A Preferred Stock will be subject to restrictions in the event that the Company does not declare dividends on the Series A Preferred Stock for the most recently completed dividend period.

The terms of the Series A Preferred Stock are more fully described in the Articles of Amendment, filed on July 31, 2025 with the Secretary of State of North Carolina (the “Articles of Amendment”). The Articles of Amendment establish the authorized number of shares of Series A Preferred Stock as 100,000 and provide for the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions related to the Series A Preferred Stock. The foregoing description is qualified in its entirety by reference to the Articles of Amendment, a copy of which is included as Exhibit 3.2 to the Company’s Registration Statement on Form 8-A and is incorporated by reference herein.

The terms of the Depositary Shares are set forth in the (1) Deposit Agreement, dated as of August 4, 2025 (the “Deposit Agreement”), by and among the Company and Broadridge Corporate Issuer Solutions, Inc., and the holders from time to time of the Depositary Receipts; and (2) the form of Depositary Receipt. Copies of the Deposit Agreement and the form of Depositary Receipt are included as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the issuance of the Series A Preferred Stock and the offer and sale of the Depositary Shares, on July 31, 2025, the Company filed the Articles of Amendment with the Secretary of State of North Carolina, establishing the authorized number of shares of Series A Preferred Stock as 100,000 and providing for the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions related to the Series A Preferred Stock. The Articles of Amendment became effective with the Secretary of State of North Carolina on July 31, 2025. The foregoing description is qualified in its entirety by reference to the Articles of Amendment, a copy of which is included as Exhibit 3.2 to the Company’s Registration Statement on Form 8-A and is incorporated by reference herein.

Item 8.01. Other Events.

On August 4, 2025, the Company completed the issuance and sale of 4,000,000 Depositary Shares pursuant to an Underwriting Agreement, dated July 28, 2025, between the Company, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC and Keefe, Bruyette & Woods, Inc. The sale of the Depositary Shares was made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-269263). The legal opinion as to the legality of the Depositary Shares and the Series A Preferred Stock is included as Exhibit 5.1 to this Current Report on Form 8-K and incorporated by reference herein.

On August 4, 2025, the Company issued a press release announcing the closing of the offering. The press release is included Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

1

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Description
1.1						Underwriting Agreement, dated July 28, 2025 (incorporated herein by reference to Exhibit 1.1 to the Live Oak Bancshares, Inc. Current Report on Form 8-K filed on July 29, 2025).
3.2						Articles of Amendment designating the 8.375% Fixed Rate Series A Non-Cumulative Perpetual Preferred Stock (incorporated herein by reference to Exhibit 3.2 to Live Oak Bancshares, Inc. Registration Statement on Form 8-A filed on August 4, 2025).
4.1						Deposit Agreement, dated as of August 4, 2025, by and among Live Oak Bancshares, Inc., and Broadridge Corporate Issuer Solutions, Inc., and the Holders from time to time of the depositary receipts described therein.
4.2						Form of Depositary Receipt representing the Depositary Shares (included as Exhibit A to Exhibit 4.1 hereto).
5.1						Opinion of Wyrick Robbins Yates & Ponton LLP regarding legality of the Depositary Shares and Series A Preferred Stock.
23.1						Consent of Wyrick Robbins Yates & Ponton LLP (included in Exhibit 5.1).
99.1						Press Release dated August 4, 2025 issued by Live Oak Bancshares, Inc.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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 4, 2025			By:			/s/ Walter J. Phifer
						Walter J. Phifer Chief Financial Officer

3

FAQ

What does Casella Waste Systems' Form 144 filing disclose?

It reports an insider’s intent to sell 1,292 CWST common shares (≈$136k) under Rule 144 on or after 12 Mar 2025.

How significant is the planned 1,292-share sale relative to CWST’s float?

The sale equals about 0.002 % of the 63.36 million shares outstanding—an immaterial amount.

Where did the insider obtain the shares being sold?

They were acquired via restricted-stock-unit grants dated 10-12 Mar 2025 as part of equity compensation.

Has the insider recently sold other CWST shares?

Yes, the same filer sold 5,206 shares for $592,182 on 3 Mar 2025.

Does the filing indicate any undisclosed negative information about CWST?

No. The signer affirms awareness of no material adverse information not already public.