Live Oak Bancshares sees $20–$25M gain from Apiture deal

Live Oak Bancshares, Inc. reports that Computer Services Inc. has entered into a definitive agreement to acquire Apiture, Inc., in which Live Oak Banking Company holds an investment.

Rhea-AI Filing Summary

Live Oak Bancshares, Inc. reports that Computer Services Inc. has entered into a definitive agreement to acquire Apiture, Inc., in which Live Oak Banking Company holds an investment. When the deal closes, Apiture will become a wholly owned subsidiary of CSI and each Apiture stockholder, including Live Oak Banking Company, will receive merger consideration under the agreement terms.

The company currently expects to realize an estimated pre-tax gain in the range of $20 million to $25 million from this transaction, subject to closing price adjustments. After the transaction settles, Live Oak will also stop recognizing further pass-through losses from its Apiture investment. Completion of the deal remains subject to customary approvals and closing conditions.

Positive

• Expected pre-tax gain of $20 million to $25 million from the Apiture transaction provides a meaningful one-time earnings uplift.
• Cessation of pass-through losses from the Apiture investment after settlement removes an ongoing earnings drag.

Negative

• None.

Insights

Banking and financials analyst

Apiture sale is expected to generate a sizable one-time gain and stop ongoing investment losses.

Live Oak Bancshares, through Live Oak Banking Company, holds an equity stake in Apiture, Inc.. A definitive agreement calls for a Computer Services Inc. subsidiary to merge into Apiture, leaving Apiture as a wholly owned subsidiary of CSI. As part of the merger consideration, Live Oak will receive value for its stake once the transaction closes, creating a discrete monetization event for this non-core investment.

The company currently anticipates a pre-tax gain between $20 million and $25 million, subject to closing price adjustments. This range suggests a meaningful, but one-time, boost to earnings tied directly to the transaction’s final terms and timing. In addition, the company states it will no longer recognize pass-through losses from the Apiture investment after settlement, removing a recurring drag linked to that position.

The closing remains contingent on customary approvals and closing conditions described in the agreement, so the actual gain and timing could differ from current expectations. The forward-looking statements section highlights risks including potential termination of the agreement, regulatory outcomes, legal proceedings, and differences between expected and realized costs, tax treatment, and pre-tax gain from the transaction.

8-K Event Classification

Item 7.01 — Regulation FD Disclosure

1 item

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction involving Apiture is mentioned in Live Oak Bancshares (LOB)'s 8-K?

The filing states that Computer Services Inc. has entered into a definitive agreement under which a wholly owned CSI subsidiary will merge with and into Apiture, Inc., with Apiture surviving as a wholly owned subsidiary of CSI.

How is Live Oak Bancshares (LOB) involved in the Apiture acquisition?

Live Oak Banking Company, a wholly owned subsidiary of Live Oak Bancshares, holds an investment in Apiture and will receive merger consideration as an Apiture stockholder when the transaction closes.

What gain does Live Oak Bancshares (LOB) expect from the Apiture transaction?

The company anticipates realizing an estimated pre-tax gain in the range of $20 million to $25 million, subject to closing price adjustments linked to the transaction.

Will Live Oak Bancshares (LOB) continue to record losses from its Apiture investment?

The company indicates it will no longer recognize further pass-through losses from the Apiture investment after the transaction settles, eliminating that recurring loss source.

What conditions could affect completion of the Apiture transaction for Live Oak Bancshares (LOB)?

Completion of the transaction is subject to customary approvals and closing conditions, and the company cites potential risks such as regulatory approvals, possible termination events, legal proceedings, and differences between expected and actual costs, tax treatment, and pre-tax gain.

Are the expectations about the Apiture deal considered forward-looking statements by Live Oak Bancshares (LOB)?

Yes. The company identifies statements about the timing, completion, accounting and tax treatment of the transaction and the expected pre-tax gain as forward-looking statements that involve significant risks and uncertainties.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/19/2025 - 09:03 AM EDT Learn about SEC filing dates

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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 19, 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 7.01. Regulation FD Disclosure.

On August 19, 2025, Computer Services Inc., (“CSI”) announced it had entered into a definitive agreement to acquire Apiture, Inc. (“Apiture”). Live Oak Banking Company, a wholly owned subsidiary of Live Oak Bancshares, Inc., (the “Company”) has an investment in Apiture. Under the terms of the agreement, a wholly owned subsidiary of CSI will merge with and into Apiture, with Apiture surviving the transaction as a wholly owned subsidiary of CSI (the “Transaction”). Upon the closing of the Transaction, each stockholder of Apiture, including Live Oak Banking Company, will receive a portion of the merger consideration payable under the terms of the agreement. The closing of the Transaction is subject to customary approvals and closing conditions. The Company anticipates realizing an estimated pre-tax gain in the range of $20 million to $25 million, subject to closing price adjustments. Additionally, the Company will no longer recognize further pass-through losses from the investment after the transaction settles.

Important Note Regarding Forward-Looking Statements.

Statements in this report that are based on other than historical data or that express the Company’s plans or expectations regarding future events or determinations are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. They usually can be identified by the use of forward-looking terminology, such as “believes,” “expects,” or “are expected to,” “plans,” “projects,” “goals,” “estimates,” “will,” “may,” “should,” “could,” “would,” “continues,” “intends to,” “outlook” or “anticipates,” or variations of these and similar words, or by discussions of strategies that involve risks and uncertainties. Statements based on historical data are not intended and should not be understood to indicate the Company’s expectations regarding future events. Forward-looking statements provide current expectations or forecasts of future events or determinations. These forward-looking statements are not guarantees of future performance or determinations, nor should they be relied upon as representing management’s views as of any subsequent date. Forward-looking statements involve significant risks and uncertainties, and actual results may differ materially from those presented, either expressed or implied, in this report. Factors that could cause actual results to differ materially from those expressed in the forward-looking statements include the following: (1) uncertainty regarding the timing of and ability to complete the Transaction discussed herein; (2) the occurrence of any event, change or other circumstances that could give rise to the termination of the Transaction agreement; (3) the outcome of any legal proceedings that may be instituted against the parties to the Transaction or others related to the Transaction agreement; (4) the failure to satisfy the conditions to the completion of the Transaction, or the failure to obtain regulatory approvals required for the Transaction on the terms expected or on the anticipated schedule; (5) differences in the final amount of the costs, fees, expenses and charges related to the Transaction from those expected; (6) differences from current plans in the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the Transaction; (7) differences from expectations in the amount of pre-tax gain the Company may experience as a result of the Transaction; and (8) the other factors discussed in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) and available at the SEC’s Internet site (http://www.sec.gov). Except as required by law, the Company specifically disclaims any obligation to update any factors or to publicly announce the result of revisions to any of the forward-looking statements included herein to reflect future events or developments.

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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 19, 2025			By:			/s/ Walter J. Phifer
						Walter J. Phifer Chief Financial Officer

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