Live Oak Bancshares (LOB) CEO plans Rule 10b5-1 sales of up to 400,000 shares

Rhea-AI Filing Summary

Live Oak Bancshares, Inc. reported that its Chairman and Chief Executive Officer, James S. Mahan III, adopted a prearranged stock trading plan under Rule 10b5-1. The plan allows him to sell up to 400,000 shares of the company’s voting common stock as part of his personal long-term financial and tax planning strategies.

The sales may occur over a defined period from November 2025 through September 2026. Any transactions executed under this plan will be reported through Form 4 filings with the Securities and Exchange Commission, providing ongoing public transparency about the CEO’s share sales.

Insights

Corporate governance analyst

CEO adopts Rule 10b5-1 plan to sell up to 400,000 shares on a scheduled basis.

The CEO of Live Oak Bancshares, Inc., James S. Mahan III, has set up a Rule 10b5-1 trading plan to sell up to 400,000 shares of voting common stock. The company notes this is part of his personal long-term financial and tax planning, which frames the activity as structured personal diversification rather than an ad hoc sale.

Rule 10b5-1 plans are designed to allow insiders to trade pursuant to a preset schedule, reducing concerns that trades are based on material nonpublic information. Here, the plan specifies that potential sales may occur between November 2025 and September 2026.

The filing states that all transactions under the plan will be disclosed on Form 4 with the SEC, giving investors ongoing visibility into the actual number and timing of shares sold. The overall effect is administrative rather than transformational, and the significance will depend on how much of the “up to 400,000” capacity is ultimately used.

FALSE000146212000014621202025-08-272025-08-290001462120us-gaap:CommonStockMember2025-08-272025-08-290001462120us-gaap:SeriesAPreferredStockMember2025-08-272025-08-29

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 27, 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 8.01. Other Events.

On August 27, 2025, James S. Mahan III, who serves as Chairman and Chief Executive Officer of Live Oak Bancshares, Inc. (the “Company”), entered into a prearranged stock trading plan to sell up to 400,000 shares of his holdings of the Company’s voting common stock, no par value per share, as part of his personal long-term financial and tax planning strategies. The shares may be sold starting in November 2025 through September 2026. The trading plan is designed to comply with Rule 10b5-1 promulgated under the Securities Exchange Act of 1934. Transactions under the trading plan will be publicly disclosed through Form 4 filings with the Securities and Exchange Commission.

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 29, 2025			By:			/s/ Gregory W. Seward
						Gregory W. Seward Chief Risk Officer & General Counsel

FAQ

What did Live Oak Bancshares (LOB) announce in this 8-K?

Live Oak Bancshares, Inc. disclosed that its Chairman and Chief Executive Officer, James S. Mahan III, entered into a prearranged Rule 10b5-1 stock trading plan to sell up to 400,000 shares of the company’s voting common stock as part of his personal long-term financial and tax planning strategies.

How many Live Oak Bancshares (LOB) shares may the CEO sell under the new plan?

Under the disclosed Rule 10b5-1 trading plan, CEO James S. Mahan III may sell up to 400,000 shares of Live Oak Bancshares’ voting common stock, according to the 8-K.

Over what period can the CEO of Live Oak Bancshares (LOB) sell shares?

The 8-K states that shares under the CEO’s trading plan may be sold starting in November 2025 and continuing through September 2026, according to the preset schedule in the Rule 10b5-1 plan.

What is a Rule 10b5-1 trading plan in the context of Live Oak Bancshares (LOB)?

The filing explains that the CEO’s plan is designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, which allows insiders to sell stock according to a prearranged plan, helping separate the timing of sales from access to any material nonpublic information.

How will investors know when the Live Oak Bancshares (LOB) CEO sells shares?

The company states that any transactions executed under the CEO’s Rule 10b5-1 plan will be publicly reported through Form 4 filings with the Securities and Exchange Commission, providing transparency into each sale.

Does this 8-K indicate a change in the CEO role at Live Oak Bancshares (LOB)?

No change in role is described; the 8-K identifies James S. Mahan III as Chairman and Chief Executive Officer and focuses on his adoption of a prearranged Rule 10b5-1 trading plan to sell up to 400,000 shares.