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

Rhea-AI Filing Summary

Live Oak Bancshares appointed Jeffrey Williams Lunsford to its Board and to the board of its wholly owned bank subsidiary, with service through the next annual shareholders' meeting and pro-rated non-employee director compensation. Mr. Lunsford is Chairman and a co-founder of DefenseStorm, a provider of information technology and cybersecurity solutions for financial institutions.

The filing discloses ownership and vendor relationships: Mr. Lunsford and family own approximately 8.83% of DefenseStorm; certain other directors and executives and their related interests own about 3.96%; the company’s subsidiary Live Oak Ventures owns about 4.49%. The Bank paid DefenseStorm $469,152 in 2024 and $484,881 year-to-date in 2025. A press release announcing the appointment is attached as an exhibit.

Positive

• Board addition: Jeffrey Williams Lunsford was appointed to the Company's and Bank's boards, expanding board membership.
• Relevant industry experience disclosed: Mr. Lunsford is Chairman and co-founder of DefenseStorm, a cybersecurity and IT provider for financial institutions, aligning his background with bank technology needs.
• Transparent disclosure: The filing provides specific ownership percentages and vendor payment amounts, supporting informational clarity for shareholders.

Negative

• Related-party nexus: Mr. Lunsford and his immediate family own approximately 8.83% of DefenseStorm, which is a vendor to the Bank.
• Insider and subsidiary ownership overlap: Certain other directors/executive officers and Live Oak Ventures own approximately 3.96% and 4.49% of DefenseStorm, respectively, creating aggregated insider exposure.
• Vendor payments disclosed: The Bank paid DefenseStorm $469,152 in 2024 and $484,881 year-to-date in 2025, which may raise conflict-of-interest considerations given the director-vendor relationship.

Insights

Corporate Governance Expert

TL;DR: Board added a director with direct ties to a vendor; disclosures are clear but create a related-party oversight consideration.

The company transparently discloses that Jeffrey Williams Lunsford joins both the holding company and bank boards and will receive pro-rated non-employee director compensation. The filing also details equity holdings by Mr. Lunsford, other insiders, and the company subsidiary in DefenseStorm, plus vendor payments made by the Bank to DefenseStorm totaling $469,152 in 2024 and $484,881 year-to-date in 2025. From a governance perspective, these facts warrant careful committee assignments and oversight to manage potential conflicts of interest and ensure arm's-length procurement and audit committee review where appropriate.

Risk Analyst

TL;DR: Appointment introduces an insider-vendor nexus; disclosed payments are modest but require disclosure controls and procurement transparency.

The filing identifies measurable related-party links: combined insider and subsidiary ownership positions in DefenseStorm and multi-hundred-thousand-dollar annual payments from the Bank to that vendor. While the amounts disclosed are not presented as material relative to total company metrics in this filing, they are quantifiable and should be monitored for concentration risk in vendor dependence and for any procurement or cybersecurity service performance implications. Proper documentation and independent review of vendor contracts help mitigate potential operational and reputational risks.

FALSE000146212000014621202025-08-122025-08-12

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): 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

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 12, 2025			By:			/s/ Gregory W. Seward
						Gregory W. Seward General Counsel & Chief Risk Officer

1

FAQ

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

The Board appointed Jeffrey Williams Lunsford to serve as a director of Live Oak Bancshares, Inc. and as a member of the Board of Live Oak Banking Company until the next annual meeting.

What is Jeffrey Lunsford's connection to DefenseStorm referenced in the 8-K?

Mr. Lunsford is the Chairman and co-founder of DefenseStorm, which provides IT and cybersecurity solutions for financial institutions.

What ownership stakes in DefenseStorm are disclosed?

The filing states Mr. Lunsford and his immediate family own approximately 8.83% of DefenseStorm; certain other directors/executives and related interests own ~3.96%; Live Oak Ventures owns ~4.49% as of June 30, 2025.

How much did the Bank pay DefenseStorm for services?

The Bank paid DefenseStorm $469,152 in 2024 and has paid $484,881 year-to-date in 2025.

Will Mr. Lunsford receive director compensation?

Yes. Mr. Lunsford will participate in the current non-employee director compensation arrangements as described in the company’s definitive proxy statement, pro-rated until the next annual meeting.