Live Oak Bancshares (LOB) CEO trust sells 20,000 shares under 10b5-1 plan

Rhea-AI Filing Summary

Live Oak Bancshares Chief Executive Officer James S. Mahan III, through the James S. Mahan Revocable Trust, reported open-market sales of a total of 20,000 shares of Voting Common Stock. The trust sold 10,000 shares at a weighted average price of $32.8280 on one day and 10,000 shares at $32.5041 on the next day under a pre-arranged Rule 10b5-1 trading plan adopted on August 27, 2025. Following these sales, the revocable trust held 2,947,844 shares, and the filing also lists additional indirect holdings in several family and charitable trusts and an LLC.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MAHAN JAMES S III

(Last) (First) (Middle)

1741 TIBURON DRIVE

(Street)

WILMINGTON NC 28403

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Live Oak Bancshares, Inc. [ LOB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Voting Common Stock	03/11/2026		S(1)		10,000	D	$32.828(2)	2,957,844	I	By James S. Mahan Revocable Trust
Voting Common Stock	03/12/2026		S(1)		10,000	D	$32.5041(3)	2,947,844	I	By James S. Mahan Revocable Trust
Voting Common Stock								3,032,547	I	By Marguerite D. Mahan Revocable Trust
Voting Common Stock								127,167	I	By 2021 Chip Mahan Family and Charitable Trust
Voting Common Stock								127,167	I	By 2021 Peggy Mahan Family Trust
Voting Common Stock								140,150	I	By Peapod II, LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 27, 2025.

2. This transaction was executed in multiple trades at prices ranging from $32.395 to $33.125. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the trades were effected.

3. This transaction was executed in multiple trades at prices ranging from $32.06 to $32.90. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the trades were effected.

Remarks:

	/s/ Jonathan A. Greene, By Power of Attorney	03/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider activity did Live Oak Bancshares (LOB) disclose in this Form 4?

Live Oak Bancshares disclosed that a trust associated with CEO James S. Mahan III sold 20,000 shares. The James S. Mahan Revocable Trust executed two open-market sales of Voting Common Stock on consecutive days, each for 10,000 shares, according to the Form 4 filing.

At what prices were the Live Oak Bancshares (LOB) shares sold in the reported transactions?

The 10,000-share blocks were sold at weighted average prices of $32.8280 and $32.5041. Each day’s sale was executed in multiple trades within disclosed price ranges, with the reported figures reflecting weighted averages for the open-market transactions.

How many Live Oak Bancshares (LOB) shares did the James S. Mahan Revocable Trust hold after the sales?

After the transactions, the James S. Mahan Revocable Trust held 2,947,844 shares of Voting Common Stock. This figure reflects the position remaining in that specific trust following the two 10,000-share open-market sales reported in the Form 4.

Were the Live Oak Bancshares (LOB) insider sales made under a Rule 10b5-1 trading plan?

Yes. The filing states the sales were effected under a Rule 10b5-1 trading plan adopted on August 27, 2025. Such pre-arranged plans allow insiders to schedule trades in advance, helping separate routine liquidity management from discretionary timing decisions.

Who is the reporting person in this Live Oak Bancshares (LOB) Form 4 filing?

The reporting person is James S. Mahan III, Chief Executive Officer, director and more than ten percent owner of Live Oak Bancshares. The reported sales involve shares held indirectly through the James S. Mahan Revocable Trust, as described in the ownership details.

Does the Form 4 show other indirect holdings for the Live Oak Bancshares (LOB) CEO?

Yes. The Form 4 lists additional indirect holdings through several family and charitable trusts and Peapod II, LLC. These entries appear as holding records with share balances, complementing the trading activity in the James S. Mahan Revocable Trust.