Live Oak Bancshares (LOB) appoints Matthew Diffley as principal accounting officer
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Live Oak Bancshares, Inc. appointed Matthew S. Diffley as Principal Accounting Officer of the company effective July 1, 2026, after he joined Live Oak Banking Company as Chief Accounting Officer on June 29, 2026. He succeeds Walter J. Phifer, who had served as interim PAO.
The company expects to grant Mr. Diffley a restricted stock unit award with a grant date fair value of $200,000, vesting in five equal annual installments beginning on the first anniversary of the grant date, subject to Compensation Committee approval. He will also be reimbursed for reasonable relocation expenses and will be eligible for the company’s standard employee benefits, discretionary cash bonuses, and discretionary equity awards. The filing notes he has no family relationships with company executives or directors and no related party transactions requiring disclosure.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
1 item
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Key Figures
New PAO age: 46 years
Effective PAO appointment date: July 1, 2026
Bank CAO start date: June 29, 2026
+3 more
6 metrics
New PAO age
46 years
Age of Matthew S. Diffley at appointment as Principal Accounting Officer
Effective PAO appointment date
July 1, 2026
Date Mr. Diffley became Principal Accounting Officer of the company
Bank CAO start date
June 29, 2026
Date Mr. Diffley joined Live Oak Banking Company as Chief Accounting Officer
RSU grant value
$200,000
Expected grant date fair value of restricted stock unit award
RSU vesting schedule
5 equal installments
Award vests over five years beginning on first anniversary of grant date
Prior controller role start
June 2020
Start date of Mr. Diffley’s Senior Vice President, Controller role at Seacoast Banking Corporation of Florida
Key Terms
Chief Accounting Officer, Principal Accounting Officer, restricted stock unit, relocation expenses, +1 more
5 terms
Chief Accounting Officer financial
"On June 29, 2026, Matthew S. Diffley, age 46, joined Live Oak Banking Company as its Chief Accounting Officer."
A chief accounting officer is a senior executive responsible for overseeing a company's financial records and ensuring all accounting practices are accurate and compliant with regulations. They play a key role in preparing financial reports that help investors understand the company's financial health, much like a trusted navigator guiding a ship through complex waters. Their work ensures transparency and trust in the company's financial information.
Principal Accounting Officer financial
"Effective July 1, 2026, the Board of Directors appointed Mr. Diffley as the Company’s Principal Accounting Officer."
The Principal Accounting Officer is the person responsible for making sure a company's financial records are accurate and follow the rules. They play a key role in preparing financial reports that show how well the company is doing. This helps investors, managers, and regulators trust the company's financial information.
restricted stock unit financial
"The Company expects to grant Mr. Diffley a restricted stock unit award representing shares of the Company’s voting common stock."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
relocation expenses financial
"Mr. Diffley will be reimbursed for reasonable relocation expenses and be eligible to participate in applicable employee benefit plans."
Regulation S-K regulatory
"There have been no related party transactions between Mr. Diffley and the Company that are reportable under Item 404(a) of Regulation S-K."
A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.
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 1, 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
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| (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:
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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
On June 29, 2026, Matthew S. Diffley, age 46, joined Live Oak Banking Company (the “Bank”) as its Chief Accounting Officer. Effective July 1, 2026, the Board of Directors of Live Oak Bancshares, Inc., (the “Company”) appointed Mr. Diffley as the Company’s Principal Accounting Officer (“PAO”). Mr. Diffley replaces Walter J. Phifer who served as interim PAO of the Company since June 16, 2026, as previously announced. Prior to his employment with the Bank, Mr. Diffley served as the Senior Vice President, Controller for Seacoast Banking Corporation of Florida since June 2020.
In connection with his employment, the Company expects to grant Mr. Diffley a restricted stock unit (“RSU”) award representing shares of the Company’s voting common stock with a grant date fair value of $200,000, which will vest in five equal installments beginning on the first anniversary of the date of grant. This RSU award is subject to approval by the Compensation Committee of the Board of Directors. Mr. Diffley will be reimbursed for reasonable relocation expenses and be eligible to participate in applicable employee benefit plans and perquisite programs of the Company, which are generally available to other employees, and will be eligible to participate in the Company’s annual discretionary cash bonus awards and discretionary equity compensation awards.
Mr. Diffley has no family relationships with any of the Company’s executive officers or directors, and there have been no related party transactions between Mr. Diffley and the Company that are reportable under Item 404(a) of Regulation S-K.
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: July 2, 2026 | By: | /s/ Gregory W. Seward | ||||||
| Gregory W. Seward General Counsel | ||||||||
FAQ
How will Matthew Diffley’s RSU award at LOB vest over time?
The restricted stock unit award for Matthew Diffley is expected to vest in five equal installments. Vesting begins on the first anniversary of the grant date, then continues annually, aligning his compensation with longer-term service and performance at Live Oak Bancshares.