Live Oak Bancshares (LOB) CEO and 10% owner discloses 10,000-share sale under Rule 10b5-1 plan

Rhea-AI Filing Summary

Live Oak Bancshares, Inc. insider reporting person, who serves as Chief Executive Officer, director and a 10% owner, reported a sale of company stock. On 12/05/2025, the insider sold 10,000 shares of Voting Common Stock at a weighted average price of $32.809, coded as an open market sale. The transaction was carried out under a Rule 10b5-1 trading plan that was adopted on August 27, 2025.

After this sale, the insider continues to hold substantial indirect positions through several entities, including 3,107,844 shares held by the James S. Mahan Revocable Trust and 3,032,547 shares held by the Marguerite D. Mahan Revocable Trust. Additional indirect holdings include 127,167 shares in the 2021 Chip Mahan Family and Charitable Trust, 127,167 shares in 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
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 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)
12/05/2025

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	12/05/2025		S(1)		10,000	D	$32.809(2)	3,107,844	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 $32.585 to $33.0238. 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	12/09/2025
	** 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) report on this Form 4?

The reporting person disclosed an open market sale of 10,000 shares of Voting Common Stock of Live Oak Bancshares, Inc. on 12/05/2025. The transaction was coded as an "S" transaction, indicating a sale.

At what price were the Live Oak Bancshares (LOB) shares sold in the reported transaction?

The 10,000 shares of Voting Common Stock were sold at a weighted average price of approximately $32.809 per share. The filing notes that the sale was executed in multiple trades at prices ranging from $32.585 to $33.0238.

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

Yes. The filing states that the sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 27, 2025, indicating the trades were pre-arranged under that plan.

What is the reporting person’s relationship to Live Oak Bancshares (LOB)?

The reporting person is listed as a Director, a 10% Owner, and an Officer of Live Oak Bancshares, Inc., with the officer title of Chief Executive Officer.

How many Live Oak Bancshares (LOB) shares does the insider beneficially own after the reported sale?

Following the transaction, the insider reports indirect beneficial ownership of 3,107,844 shares through the James S. Mahan Revocable Trust and 3,032,547 shares through the Marguerite D. Mahan Revocable Trust. Additional indirect holdings include 127,167 shares in the 2021 Chip Mahan Family and Charitable Trust, 127,167 shares in the 2021 Peggy Mahan Family Trust, and 140,150 shares held by Peapod II, LLC.

Are the reported Live Oak Bancshares (LOB) holdings direct or indirect for this insider?

The holdings listed after the transaction are all reported as indirect ownership (I), held through various trusts and an LLC rather than directly in the insider’s own name.