Live Oak Bancshares (LOB) CEO’s trust sells 20,000 shares under 10b5-1 plan

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Live Oak Bancshares, Inc. chief executive and 10% owner James S. Mahan III, through the James S. Mahan Revocable Trust, reported open‑market sales of a total of 20,000 shares of Voting Common Stock on February 11–12, 2026. Sale prices ranged from about $39.57 to $41.45, with weighted average prices around $40–41 per share for each transaction. The sales were effected under a Rule 10b5‑1 trading plan adopted on August 27, 2025. After these transactions, the trust reported holding just over 3.0 million Voting Common Stock shares indirectly, with additional indirect holdings reported in several related family trusts and an LLC.

Insider Trade Summary

Net Seller: 20,000 shares ($809,760)

Net Sell 8 txns

Insider MAHAN JAMES S III

Role Chief Executive Officer

Sold 20,000 shs ($810K)

Type	Security	Shares	Price	Value
Sale	Voting Common Stock	9,265	$40.046	$371K
Sale	Voting Common Stock	735	$40.9151	$30K
Sale	Voting Common Stock	9,598	$40.8444	$392K
Sale	Voting Common Stock	402	$41.3853	$17K
holding	Voting Common Stock	--	--	--
holding	Voting Common Stock	--	--	--
holding	Voting Common Stock	--	--	--
holding	Voting Common Stock	--	--	--

Holdings After Transaction: Voting Common Stock — 3,028,579 shares (Indirect, By James S. Mahan Revocable Trust)

Footnotes (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 $40.45 to $41.2227. 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. This transaction was executed in multiple trades at prices ranging from $41.445 to $41.45. 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. This transaction was executed in multiple trades at prices ranging from $39.565 to $40.42. 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. This transaction was executed in multiple trades at prices ranging from $40.66 to $41.07. 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.

Form 4 Insider Transactions: What Each Field Means →

02/13/2026 - 05:13 PM

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).

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

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)
02/11/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Voting Common Stock	02/11/2026		S⁽¹⁾		9,598	D	$40.8444⁽²⁾	3,038,246	I	By James S. Mahan Revocable Trust
Voting Common Stock	02/11/2026		S⁽¹⁾		402	D	$41.3853⁽³⁾	3,037,844	I	By James S. Mahan Revocable Trust
Voting Common Stock	02/12/2026		S⁽¹⁾		9,265	D	$40.046⁽⁴⁾	3,028,579	I	By James S. Mahan Revocable Trust
Voting Common Stock	02/12/2026		S⁽¹⁾		735	D	$40.9151⁽⁵⁾	3,027,844	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 $40.45 to $41.2227. 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 $41.445 to $41.45. 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.

4. This transaction was executed in multiple trades at prices ranging from $39.565 to $40.42. 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.

5. This transaction was executed in multiple trades at prices ranging from $40.66 to $41.07. 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	02/13/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Live Oak Bancshares (LOB) report for James S. Mahan III?

Live Oak Bancshares reported that CEO and 10% owner James S. Mahan III, through his revocable trust, sold 20,000 Voting Common Stock shares. The open‑market sales occurred on February 11 and 12, 2026, under a pre‑established Rule 10b5‑1 trading plan.

At what prices did the insider shares of LOB trade in the latest Form 4?

The reported insider sales in Live Oak Bancshares shares were executed at weighted average prices around $40–41 per share. Individual trades occurred in ranges from $39.565 up to $41.45, with each transaction’s reported price reflecting a weighted average across multiple executions.

How many Live Oak Bancshares (LOB) shares does the Mahan trust hold after these transactions?

After the reported sales, the James S. Mahan Revocable Trust held about 3,027,844 Voting Common Stock shares indirectly. Additional indirect holdings were reported through the Marguerite D. Mahan Revocable Trust, two 2021 family trusts, and Peapod II, LLC.

Was the LOB insider sale by James S. Mahan III part of a trading plan?

Yes. The filing states the sales were effected under a Rule 10b5‑1 trading plan adopted on August 27, 2025. Such plans allow pre‑scheduled trades, helping insiders diversify holdings while following established trading parameters.

What role does James S. Mahan III hold at Live Oak Bancshares (LOB)?

James S. Mahan III is reported as a Director, Chief Executive Officer, and a 10% owner of Live Oak Bancshares. His positions and ownership status are disclosed in the filing’s reporting person section alongside the detailed share transactions.

Were any derivative securities reported in this Live Oak Bancshares (LOB) Form 4?

No derivative security transactions were listed; only non‑derivative Voting Common Stock positions were reported. Table II for derivative securities contained headings but no entries, while Table I detailed the open‑market stock sales and indirect holdings.