CEO-linked trusts in Live Oak (LOB) report 20,000-share stock sale

Rhea-AI Filing Summary

Live Oak Bancshares, Inc. insider James S. Mahan III, through the James S. Mahan Revocable Trust, sold a total of 20,000 shares of Voting Common Stock in open‑market transactions. The sales occurred on February 18–19, 2026 at weighted average prices of about $40–$41 per share.

The filing notes these sales were effected under a Rule 10b5‑1 trading plan adopted on August 27, 2025. After the latest sale, the James S. Mahan Revocable Trust held 3,007,844 shares indirectly. Additional indirect holdings reported as of February 18, 2026 include 3,032,547 shares by the Marguerite D. Mahan Revocable Trust, 127,167 shares by the 2021 Chip Mahan Family and Charitable Trust, 127,167 shares by the 2021 Peggy Mahan Family Trust, and 140,150 shares by Peapod II, 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

OMB APPROVAL

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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)
02/18/2026

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	02/18/2026		S(1)		9,238	D	$40.256(2)	3,018,606	I	By James S. Mahan Revocable Trust
Voting Common Stock	02/18/2026		S(1)		762	D	$41.1531(3)	3,017,844	I	By James S. Mahan Revocable Trust
Voting Common Stock	02/19/2026		S(1)		10,000	D	$40.0354(4)	3,007,844	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 $39.925 to $40.90. 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.

3. This transaction was executed in multiple trades at prices ranging from $40.97 to $41.455. 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.

4. This transaction was executed in multiple trades at prices ranging from $39.575 to $40.26. 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	02/20/2026
	** 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).
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FAQ

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

The filing reports that entities associated with CEO James S. Mahan III sold Voting Common Stock and listed updated indirect share holdings across several family and trust entities, all as of specific transactions on February 18–19, 2026.

How many Live Oak Bancshares (LOB) shares were sold and at what prices?

The James S. Mahan Revocable Trust sold a total of 20,000 Voting Common Stock shares in open‑market transactions at weighted average prices around $40–$41 per share, based on individual reported prices of $40.0354, $40.2560, and $41.1531.

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

Yes. The Form 4 states the reported sales were effected pursuant to a Rule 10b5‑1 trading plan adopted by the reporting person on August 27, 2025, indicating a pre‑established trading arrangement for these stock sales.

Who executed the Live Oak Bancshares (LOB) share sales reported here?

The sales were made by the James S. Mahan Revocable Trust, an entity associated with James S. Mahan III, who serves as Chief Executive Officer, director, and a more‑than‑ten‑percent owner of Live Oak Bancshares, Inc., according to the filing.

What are the indirect share holdings after these Live Oak Bancshares (LOB) transactions?

After the latest sale, the James S. Mahan Revocable Trust held 3,007,844 shares. The filing also lists indirect holdings of 3,032,547 shares by the Marguerite D. Mahan Revocable Trust, 127,167 shares each by two 2021 family trusts, and 140,150 shares by Peapod II, LLC.

Are the reported Live Oak Bancshares (LOB) trades single or multiple executions?

The Form 4 explains that the reported transactions were executed in multiple trades within stated price ranges, and the prices shown are weighted average prices. Detailed trade counts and exact prices are available upon request from the reporting person.