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

Rhea-AI Filing Summary

Live Oak Bancshares CEO-associated trust reports a small planned share sale. A James S. Mahan Revocable Trust, associated with Chief Executive Officer James S. Mahan III, sold 10,000 shares of Live Oak Bancshares Voting Common Stock at a weighted average price of $35.962 per share on May 13, 2026.

After this open-market sale, the trust held 2,937,844 shares of Voting Common Stock. The filing also lists additional indirect holdings through several other family and revocable trusts with updated post-transaction share balances.

The sale was carried out under a pre-arranged Rule 10b5-1 trading plan adopted on August 27, 2025, indicating the transaction was scheduled in advance rather than timed discretionarily.

Insights

Equity markets analyst

Routine planned sale of 10,000 Live Oak shares by CEO-linked trust.

The Form 4 shows a James S. Mahan Revocable Trust, associated with Live Oak Bancshares CEO James S. Mahan III, completing an open-market sale of 10,000 Voting Common Stock shares at a weighted average price of $35.962 on May 13, 2026.

Following the transaction, that trust still holds 2,937,844 shares, suggesting the sale represents a small fraction of its reported position. No derivative positions remain in this filing’s derivative summary, so the disclosure focuses on common stock holdings and this single sale.

The filing notes the sale occurred under a Rule 10b5-1 trading plan adopted on August 27, 2025, indicating it was pre-scheduled. Such plans typically make the timing of trades less informative about management’s view, and subsequent company filings may provide additional context on any future plan executions.

Insider Trade Summary 10b5-1

Net Seller: 10,000 shares ($359,620)

Net Sell 5 txns

Insider MAHAN JAMES S III

Role Chief Executive Officer

Sold 10,000 shs ($360K)

Type	Security	Shares	Price	Value
Sale	Voting Common Stock	10,000	$35.962	$360K
holding	Voting Common Stock	--	--	--
holding	Voting Common Stock	--	--	--
holding	Voting Common Stock	--	--	--
holding	Voting Common Stock	--	--	--

Holdings After Transaction: Voting Common Stock — 2,937,844 shares (Indirect, By James S. Mahan Revocable Trust)

Footnotes (1)

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 $35.73 to $36.491. 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: 10,000 shares Weighted average sale price: $35.962 per share Post-sale holdings (Revocable Trust): 2,937,844 shares +4 more

7 metrics

Shares sold 10,000 shares Open-market sale on May 13, 2026 by James S. Mahan Revocable Trust

Weighted average sale price $35.962 per share Voting Common Stock sale on May 13, 2026

Post-sale holdings (Revocable Trust) 2,937,844 shares Voting Common Stock held indirectly after the sale

Holding (Peapod II, LLC) 140,150 shares Indirect Voting Common Stock holdings as of May 13, 2026

Holding (Peggy Mahan Family Trust) 127,167 shares Indirect Voting Common Stock holdings as of May 13, 2026

Holding (Chip Mahan Family & Charitable Trust) 127,167 shares Indirect Voting Common Stock holdings as of May 13, 2026

Holding (Marguerite D. Mahan Revocable Trust) 3,032,547 shares Indirect Voting Common Stock holdings as of May 13, 2026

Key Terms

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

5 terms

Voting Common Stock financial

"The filing reports transactions in Live Oak Bancshares Voting Common Stock."

Rule 10b5-1 trading plan regulatory

"The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person."

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 for multiple trades."

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.

open-market sale financial

"The transaction code S indicates an open-market sale of common stock."

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

"Shares are reported as indirectly owned through various trusts and LLCs."

Form 4 Insider Transactions: What Each Field Means →

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).

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 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)
05/13/2026

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)
			Code	V	Amount	(A) or (D)	Price
Voting Common Stock	05/13/2026		S(1)		10,000	D	$35.962(2)	2,937,844	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 $35.73 to $36.491. 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	05/15/2026
	** 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)

FAQ

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

The filing reports that a James S. Mahan Revocable Trust, associated with Live Oak Bancshares CEO James S. Mahan III, sold 10,000 shares of Voting Common Stock. The transaction occurred on May 13, 2026, and was executed as an open-market sale.

How many Live Oak Bancshares shares were sold and at what price?

The trust sold 10,000 shares of Live Oak Bancshares Voting Common Stock at a weighted average price of $35.962 per share. The trades were executed in multiple lots within a $35.73 to $36.491 price range.

How many Live Oak Bancshares shares does the James S. Mahan Revocable Trust hold after the sale?

After the open-market sale of 10,000 shares, the James S. Mahan Revocable Trust held 2,937,844 shares of Live Oak Bancshares Voting Common Stock. The Form 4 also lists indirect holdings through several additional trusts with their own post-transaction balances.

Was the Live Oak Bancshares insider sale under a Rule 10b5-1 trading plan?

Yes. The Form 4 states the reported sale was made under a Rule 10b5-1 trading plan adopted on August 27, 2025. Such pre-arranged plans schedule trades in advance, which can limit how much the trade’s timing signals about insider sentiment.

Who is the insider linked to this Live Oak Bancshares (LOB) share sale?

The reporting person is James S. Mahan III, Live Oak Bancshares’ Chief Executive Officer and a ten percent owner. The sale itself is attributed to the James S. Mahan Revocable Trust, which holds the shares indirectly on his behalf.