Revocable trust tied to LOB CEO Mahan sells 20,000 Live Oak shares

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Live Oak Bancshares, Inc. director and Chief Executive Officer James S. Mahan III reported open-market sales of 20,000 shares of Voting Common Stock indirectly held through the James S. Mahan Revocable Trust.

The shares were sold at weighted average prices between about $37.77 and $39.25, leaving the trust holding 2,847,844 shares following the most recent transaction on June 11, 2026. According to a footnote, these sales were effected under a pre-arranged Rule 10b5-1 trading plan adopted on August 27, 2025, indicating they were scheduled in advance rather than timed discretionarily.

Insider Trade Summary 10b5-1

Net Seller: 20,000 shares ($769,173)

Net Sell 7 txns

Insider MAHAN JAMES S III

Role Chief Executive Officer

Sold 20,000 shs ($769K)

Type	Security	Shares	Price	Value
Sale	Voting Common Stock	10,000	$38.1851	$382K
Sale	Voting Common Stock	9,085	$38.6848	$351K
Sale	Voting Common Stock	915	$39.2027	$36K
holding	Voting Common Stock	--	--	--
holding	Voting Common Stock	--	--	--
holding	Voting Common Stock	--	--	--
holding	Voting Common Stock	--	--	--

Holdings After Transaction: Voting Common Stock — 2,847,844 shares (Indirect, By James S. Mahan Revocable Trust)

Footnotes (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. This transaction was executed in multiple trades at prices ranging from $38.15 to $39.14. 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. This transaction was executed in multiple trades at prices ranging from $39.15 to $39.25. 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. This transaction was executed in multiple trades at prices ranging from $37.77 to $38.67 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.

Key Figures

Shares sold: 20,000 shares Price per share (sale 1): $38.1851/share Price per share (sale 2): $39.2027/share +5 more

8 metrics

Shares sold 20,000 shares Total Voting Common Stock sold across reported transactions

Price per share (sale 1) $38.1851/share Open-market sale on June 11, 2026

Price per share (sale 2) $39.2027/share Open-market sale on June 10, 2026 with weighted average price

Price per share (sale 3) $38.6848/share Open-market sale on June 10, 2026 with weighted average price

Shares held after latest sale 2,847,844 shares Voting Common Stock held by James S. Mahan Revocable Trust after June 11, 2026 sale

Sell transactions 3 sales Open-market sales of Voting Common Stock reported in Form 4

Net buy/sell direction Net sale of 20,000 shares Transaction summary shows net-sell activity for this filing

10b5‑1 plan adoption date August 27, 2025 Date the reporting person adopted the Rule 10b5-1 trading plan

Key Terms

Rule 10b5-1 trading plan, weighted average price, Voting Common Stock, open-market sale, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"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."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Voting Common Stock financial

"security_title: "Voting Common Stock""

open-market sale financial

"transaction_action: "open-market sale" with transaction_code_description: "Sale in open market or private transaction""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

indirect ownership financial

"direct_or_indirect: "I" and nature_of_ownership: "By James S. Mahan Revocable Trust""

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/12/2026 - 04:59 PM Accepted by SEC EDGAR 06/12/2026 - 04:58 PM

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

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

NORTH CAROLINA

28403

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Voting Common Stock	06/10/2026		S⁽¹⁾		9,085	D	$38.6848⁽²⁾	2,858,759	I	By James S. Mahan Revocable Trust
Voting Common Stock	06/10/2026		S⁽¹⁾		915	D	$39.2027⁽³⁾	2,857,844	I	By James S. Mahan Revocable Trust
Voting Common Stock	06/11/2026		S⁽¹⁾		10,000	D	$38.1851⁽⁴⁾	2,847,844	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 $38.15 to $39.14. 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 $39.15 to $39.25. 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 $37.77 to $38.67 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	06/12/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Live Oak Bancshares (LOB) insider James S. Mahan III report on this Form 4?

James S. Mahan III reported that the James S. Mahan Revocable Trust sold 20,000 shares of Live Oak Bancshares Voting Common Stock. These were open-market sales, and the trust remained a large holder after the transactions.

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

The filing shows sales totaling 20,000 Voting Common Stock shares. Weighted average sale prices for the trades ranged from about $37.77 to $39.25 per share, based on multiple executions across those price ranges.

How many Live Oak Bancshares (LOB) shares does the Mahan trust hold after the sales?

After the reported sales, the James S. Mahan Revocable Trust held 2,847,844 shares of Live Oak Bancshares Voting Common Stock. This figure comes from the most recent transaction entry dated June 11, 2026, showing total shares following the transaction.

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

Yes. A footnote explains the sales were made under a Rule 10b5-1 trading plan adopted by the reporting person on August 27, 2025. Such plans schedule trades in advance, reducing the significance of trade timing as an informational signal.

Who actually holds the Live Oak Bancshares (LOB) shares involved in these Form 4 transactions?

The sold shares are held indirectly through the James S. Mahan Revocable Trust, as noted in the filing’s ownership descriptions. Additional indirect holdings are listed for entities such as Peapod II, LLC and several family or revocable trusts.

Does this Live Oak Bancshares (LOB) Form 4 include any derivative securities or option exercises?

No derivative securities or option exercises appear in this Form 4. The derivative summary shows zero derivative transactions, and all reported trades involve non-derivative Voting Common Stock held through various indirect ownership entities.