Live Oak Bancshares agrees to 4M depositary share offering
The preferred stock carries an 8.750% annual dividend rate, payable quarterly only when declared by the board.
Accepted by SEC EDGAR
Learn about SEC filing dates
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Form Type
8-K
Rhea-AI Filing Summary
Live Oak Bancshares, Inc. (LOB) agreed to sell 4,000,000 depositary shares in an underwritten public offering. Each represents a 1/40th interest in the company’s 8.750% Fixed Rate Series B Non-Cumulative Perpetual Preferred Stock and has a $25 liquidation preference. The underwriters may buy up to 600,000 additional depositary shares under a 30-day option to cover overallotments. Closing is expected on or about November 12, 2026, subject to customary conditions.
Dividends on the preferred stock are payable quarterly in arrears at 8.750% per annum when, as and if declared by the board, beginning December 15, 2026. Net proceeds are expected to support general corporate purposes, including balance-sheet growth at Live Oak Banking Company and the company’s capital position. Live Oak may redeem the preferred stock on or after December 15, 2031, on a dividend payment date, or following a regulatory capital treatment event.
8-K Event Classification
3 items: 1.01, 8.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Depositary shares in offering: 4,000,000 depositary shares
Overallotment option: Up to 600,000 depositary shares
Liquidation preference: $25 per depositary share
+4 more
7 metrics
Depositary shares in offering
4,000,000 depositary shares
Underwritten public offering
Overallotment option
Up to 600,000 depositary shares
Option exercisable for 30 days
Liquidation preference
$25 per depositary share
Series B preferred offering
Dividend rate
8.750% per annum
Payable quarterly in arrears when declared; beginning December 15, 2026
Depositary share interest
1/40th interest
Each depositary share represents an interest in one share of Series B Preferred Stock
Redemption price
$1,000 per share of Series B Preferred Stock; equivalent to $25 per depositary share
Plus declared and unpaid dividends
Expected offering close
On or about November 12, 2026
Subject to customary closing conditions
Key Terms
Non-Cumulative Perpetual Preferred Stock, liquidation preference, overallotments, underwriting discount, +1 more
5 terms
Non-Cumulative Perpetual Preferred Stock financial
"8.750% Fixed Rate Series B Non-Cumulative Perpetual Preferred Stock"
Non-cumulative perpetual preferred stock is a type of investment that pays a fixed dividend forever, without a set end date. If the company skips some dividends in a year, you don’t get that money later, and it’s gone forever. It matters because investors get regular income but may miss out if the company faces financial trouble.
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.
underwriting discount financial
"at the public offering price less the underwriting discount"
The underwriting discount is the fee that investment banks or broker-dealers keep when they buy securities from an issuer and resell them to the public; it’s the difference between the price paid to the company and the public offering price, shown per share or as a percentage. It matters to investors because it reduces the cash the company actually raises and is a cost built into the deal—like a sales commission—so a larger discount can mean higher issuance costs, tighter returns for new investors, and a signal about how much effort underwriters must expend to sell the offering.
regulatory capital treatment event regulatory
"following a regulatory capital treatment event"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
When can Live Oak redeem its Series B preferred stock?
Live Oak may redeem the preferred stock on a 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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): November 4, 2026
(Exact name of registrant as specified in its charter) | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (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 | ||||||
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 1.01. Entry into a Material Definitive Agreement.
On November 4, 2026, Live Oak Bancshares, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC and UBS Securities LLC, as representatives for the several underwriters named in the Underwriting Agreement (collectively, the “Underwriters”), pursuant to which the Company agreed to sell, and each Underwriter has severally and not jointly agreed to purchase, subject to and upon the terms and conditions set forth therein, an aggregate of 4,000,000 depositary shares (the “Depositary Shares”) each representing a 1/40th ownership interest in a share of the Company’s 8.750% Fixed Rate Series B Non-Cumulative Perpetual Preferred Stock, no par value per share, with a liquidation value of $25 per depositary share, in a public offering pursuant to a Registration Statement on Form S-3 (File No. 333-294092), and a related prospectus, including the related prospectus supplement (collectively, the “Registration Statement”), filed by the Company with the Securities and Exchange Commission. 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 Underwriting Agreement contains various representations, warranties and agreements by the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions.
The description of the Underwriting Agreement set forth above is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. This Current Report on Form 8-K is being filed for the purpose of filing Exhibit 1.1 as an exhibit to the Registration Statement and such exhibit is hereby incorporated by reference into the Registration Statement. The offering is expected to close on or about November 12, 2026, subject to customary closing conditions.
Item 8.01. Other Events.
On November 4, 2026, the Company issued a press release announcing the pricing of the underwritten public offering of Depositary Shares. This press release has been attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |||||||
1.1 | Underwriting Agreement, dated November 4, 2026 | |||||||
99.1 | Press Release dated November 4, 2026 issued by Live Oak Bancshares, Inc. | |||||||
| 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: November 5, 2026 | By: | /s/ Walter J. Phifer | ||||||
| Walter J. Phifer Chief Financial Officer | ||||||||
Exhibit 99.1
Live Oak Bancshares, Inc. Prices Depositary Share Offering
WILMINGTON, N.C., November 4, 2026 – 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.
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