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

Rhea-AI Filing Summary

Live Oak Bancshares, Inc. insider trading report shows that a major insider executed pre-planned stock sales. On December 3, 2025, voting common stock of Live Oak Bancshares (LOB) was sold in two transactions by trusts associated with the reporting person, who is a director, 10% owner, and Chief Executive Officer.

The James S. Mahan Revocable Trust sold 6,082 shares at a weighted average price of $32.9214 per share and 3,918 shares at a weighted average price of $33.2414 per share, under a Rule 10b5-1 trading plan adopted on August 27, 2025. After these trades, the filing reports continued indirect beneficial ownership of substantial voting common stock positions through multiple family and revocable trusts.

Insights

Equity Ownership and Governance Analyst

CEO/director/10% owner executed modest pre-planned share sales; overall ownership remains large and diversified across several trusts.

The filing shows the **CEO, director, and 10% owner** of **Live Oak Bancshares, Inc.** disposing of small blocks of **voting common stock** on 12/03/2025. Two sales occurred from the **James S. Mahan Revocable Trust**, totaling **10,000 shares** (6,082 and 3,918) at weighted average prices of about $32.9214 and $33.2414, coded as sales ("S"). These are reported as **indirect holdings**, meaning the securities are owned through a trust rather than directly.

The explanation confirms these trades were made under a **Rule 10b5‑1 trading plan** adopted on August 27, 2025. A 10b5‑1 plan is a preset trading program that can reduce concerns around the timing of insider transactions. After the reported sales, the trust still holds **3,117,844** shares, and other related entities hold additional blocks: **3,032,547**, **127,167**, **127,167**, and **140,150** shares, all as indirect ownership. This leaves the reporting person with a very substantial remaining stake spread across multiple trusts.

The filing describes routine execution of a pre‑established plan rather than a new compensation arrangement or change in role. The key items to watch going forward are any **future Form 4s** indicating continued sales under the same Rule 10b5‑1 plan and any noticeable changes in the cumulative indirect holdings across the listed trusts over the next several months.

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)
12/03/2025

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	12/03/2025		S(1)		6,082	D	$32.9214(2)	3,121,762	I	By James S. Mahan Revocable Trust
Voting Common Stock	12/03/2025		S(1)		3,918	D	$33.2414(3)	3,117,844	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 $32.206 to $33.189. 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 $33.19 to $33.29. 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	12/05/2025
	** 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 activity did Live Oak Bancshares (LOB) report in this Form 4?

The filing reports that trusts associated with a director, 10% owner, and Chief Executive Officer of Live Oak Bancshares (LOB) sold voting common stock in two transactions on December 3, 2025.

How many Live Oak Bancshares (LOB) shares were sold in the reported transactions?

The James S. Mahan Revocable Trust sold 6,082 shares of voting common stock in one transaction and 3,918 shares in another on December 3, 2025.

At what prices were the Live Oak Bancshares (LOB) shares sold?

One transaction had a weighted average sale price of $32.9214 per share, and the other had a weighted average sale price of $33.2414 per share, each executed in multiple trades within stated price ranges.

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

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

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

The reporting person is listed as a Director, 10% Owner, and Officer, serving as Chief Executive Officer of Live Oak Bancshares, Inc.

How are the insider’s remaining Live Oak Bancshares (LOB) holdings structured?

Following the reported trades, the filing shows continued indirect beneficial ownership of voting common stock through several entities, including the James S. Mahan Revocable Trust, Marguerite D. Mahan Revocable Trust, the 2021 Chip Mahan Family and Charitable Trust, the 2021 Peggy Mahan Family Trust, and Peapod II, LLC.