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  4. [Form 4] Live Oak Bancshares, Inc. Insider Trading Activity

Live Oak CEO sells 20,000 shares via trust

Live Oak Bancshares, Inc. (LOB) director, Chief Executive Officer and ten percent owner James S. Mahan III reported indirect sales of Voting Common Stock by the James S. Mahan Revocable Trust under a Rule 10b5-1 trading plan adopted on August 27, 2025.

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Live Oak Bancshares, Inc. (LOB) director, Chief Executive Officer and ten percent owner James S. Mahan III reported indirect sales of Voting Common Stock by the James S. Mahan Revocable Trust under a Rule 10b5-1 trading plan adopted on August 27, 2025. The trust sold 10,000 shares on August 26, 2026 at a weighted average price of $39.9878 per share, in multiple trades executed between $39.86 and $40.12. It also sold 10,000 shares on August 27, 2026 at a weighted average price of $39.6590 per share, in multiple trades executed between $39.10 and $39.95. Indirect holdings reported for entities associated with Mahan include 3,032,547 shares held by the Marguerite D. Mahan Revocable Trust, 127,167 shares each held by the 2021 Chip Mahan Family and Charitable Trust and the 2021 Peggy Mahan Family Trust, and 140,150 shares held by Peapod II, LLC.

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Insider MAHAN JAMES S III
Role Chief Executive Officer
Sold 20,000 shs ($796K)
Type Security Shares Price Value
Sale Voting Common Stock F1, F3 10,000 $39.659 $397K
Sale Voting Common Stock F1, F2 10,000 $39.9878 $400K
holding Voting Common Stock -- -- --
holding Voting Common Stock -- -- --
holding Voting Common Stock -- -- --
holding Voting Common Stock -- -- --
Holdings After Transaction: Voting Common Stock — 2,787,844 shares (Indirect, By James S. Mahan Revocable Trust); Voting Common Stock — 3,032,547 shares (Indirect, By Marguerite D. Mahan Revocable Trust); Voting Common Stock — 127,167 shares (Indirect, By 2021 Chip Mahan Family and Charitable Trust); Voting Common Stock — 127,167 shares (Indirect, By 2021 Peggy Mahan Family Trust); Voting Common Stock — 140,150 shares (Indirect, By Peapod II, LLC)
Footnotes (3)
  1. F1. 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. F2. This transaction was executed in multiple trades at prices ranging from $39.86 to $40.12. 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. F3. This transaction was executed in multiple trades at prices ranging from $39.10 to $39.95. 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.
Shares sold on 2026-08-26 10,000 shares of Voting Common Stock Indirect sale by James S. Mahan Revocable Trust on August 26, 2026
Weighted average price on 2026-08-26 $39.9878 per share Executed in multiple trades from $39.86 to $40.12
Shares sold on 2026-08-27 10,000 shares of Voting Common Stock Indirect sale by James S. Mahan Revocable Trust on August 27, 2026
Weighted average price on 2026-08-27 $39.6590 per share Executed in multiple trades from $39.10 to $39.95
Indirect holdings – Marguerite D. Mahan Revocable Trust 3,032,547 shares Voting Common Stock held indirectly
Indirect holdings – 2021 Chip Mahan Family and Charitable Trust 127,167 shares Voting Common Stock held indirectly
Indirect holdings – 2021 Peggy Mahan Family Trust 127,167 shares Voting Common Stock held indirectly
Indirect holdings – Peapod II, LLC 140,150 shares Voting Common Stock held indirectly
Rule 10b5-1 trading plan regulatory
"sales reported in this Form 4 were effected pursuant to a Rule 10b5-1"
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.
indirect ownership financial
"ownership_type":"indirect","ownership_code":"I""
revocable trust financial
"By James S. Mahan Revocable Trust"
A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.

FAQ

What insider transactions did LOB CEO James S. Mahan III report in this Form 4?
He reported two indirect sales of 10,000 Voting Common Stock shares each on August 26 and 27, 2026 by the James S. Mahan Revocable Trust, for a total of 20,000 shares sold under a Rule 10b5-1 trading plan.

At what prices were the LOB shares sold by the James S. Mahan Revocable Trust?
On August 26, 2026, 10,000 shares were sold at a weighted average price of $39.9878, in trades from $39.86–$40.12. On August 27, 2026, 10,000 shares were sold at a weighted average price of $39.6590, in trades from $39.10–$39.95.

Were the reported LOB insider sales made under a Rule 10b5-1 trading plan?
Yes. A footnote states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 27, 2025.

How many LOB shares do trusts associated with James S. Mahan III hold after these transactions?
Reported indirect holdings include 3,032,547 shares by the Marguerite D. Mahan Revocable Trust, 127,167 shares each by the 2021 Chip Mahan Family and Charitable Trust and the 2021 Peggy Mahan Family Trust, and 140,150 shares by Peapod II, LLC.

Are the LOB insider transactions direct or indirect holdings for James S. Mahan III?
All reported positions and sales in this Form 4 are classified as indirect ownership, including transactions by the James S. Mahan Revocable Trust and holdings by other related trusts and Peapod II, LLC.

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SEC Form 4
FORM 4UNITED 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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/26/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Voting Common Stock08/26/2026S(1)10,000D$39.9878(2)2,797,844IBy James S. Mahan Revocable Trust
Voting Common Stock08/27/2026S(1)10,000D$39.659(3)2,787,844IBy James S. Mahan Revocable Trust
Voting Common Stock3,032,547IBy Marguerite D. Mahan Revocable Trust
Voting Common Stock127,167IBy 2021 Chip Mahan Family and Charitable Trust
Voting Common Stock127,167IBy 2021 Peggy Mahan Family Trust
Voting Common Stock140,150IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 $39.86 to $40.12. 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 $39.10 to $39.95. 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 Attorney08/28/2026
** Signature of Reporting PersonDate
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