Live Oak Bancshares (LOB) CEO and 10% owner discloses Rule 10b5-1 share sales

Rhea-AI Filing Summary

Live Oak Bancshares, Inc. reported insider share sales by its Chief Executive Officer, who is also a director and 10% owner, on 12/10/2025. Through the James S. Mahan Revocable Trust, the reporting person sold 3,505 shares of voting common stock at a weighted average price of $33.6529 and an additional 6,495 shares at a weighted average price of $34.6927, coded as open market sales. These trades were carried out under a pre-arranged Rule 10b5-1 trading plan adopted on August 27, 2025.

Following the reported transactions, the James S. Mahan Revocable Trust held 3,097,844 shares of voting common stock indirectly. Additional indirect holdings reported include 3,032,547 shares held by the Marguerite D. Mahan Revocable Trust, 127,167 shares held by the 2021 Chip Mahan Family and Charitable Trust, 127,167 shares held by the 2021 Peggy Mahan Family Trust, and 140,150 shares held 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

OMB Number:			3235-0287
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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 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)
12/10/2025

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	12/10/2025		S(1)		3,505	D	$33.6529(2)	3,104,339	I	By James S. Mahan Revocable Trust
Voting Common Stock	12/10/2025		S(1)		6,495	D	$34.6927(3)	3,097,844	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 $33.10 to $34.06. 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 $34.1144 to $35.08. 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	12/12/2025
	** 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 transaction did Live Oak Bancshares (LOB) disclose?

Live Oak Bancshares disclosed that its Chief Executive Officer, who is also a director and 10% owner, sold 3,505 and 6,495 shares of voting common stock on 12/10/2025 in open market transactions.

At what prices did the Live Oak Bancshares (LOB) insider sell shares?

The reporting person sold shares at weighted average prices of $33.6529 for 3,505 shares and $34.6927 for 6,495 shares, with each transaction executed in multiple trades within disclosed price ranges.

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

Yes. The filing states the sales were effected under a Rule 10b5-1 trading plan adopted by the reporting person on August 27, 2025.

How many Live Oak Bancshares (LOB) shares did the CEO’s revocable trust hold after the sale?

After the reported transactions, the James S. Mahan Revocable Trust beneficially owned 3,097,844 shares of Live Oak Bancshares voting common stock indirectly.

What other indirect holdings of Live Oak Bancshares (LOB) stock were reported?

Indirect holdings reported 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.

Does the Form 4 show any derivative securities for Live Oak Bancshares (LOB)?

No. The section for derivative securities shows no derivative securities acquired, disposed of, or beneficially owned in this filing.