Live Oak Bancshares, Inc. received an Amendment No. 8 to Schedule 13G from James S. Mahan III, Marguerite D. Mahan and their revocable trusts, reporting significant ownership of the company’s voting common stock.
Each of James and Marguerite Mahan is reported as beneficially owning 6,619,682 shares, or 14.4% of the voting common stock, based on 45,857,617 shares outstanding as of November 14, 2025, as disclosed in the issuer’s Form 10‑Q. Their respective revocable trusts are listed separately, with the James S. Mahan III Revocable Trust holding 3,067,844 shares (6.7%) and the Marguerite D. Mahan Revocable Trust holding 3,032,547 shares (6.6%).
The filing details how these shares are split between sole and shared voting and dispositive power through the individual trusts, family trusts, a nonprofit entity called Salt Water Fund, and Peapod II, LLC, reflecting a concentrated insider and family-related ownership position in LOB.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)
Live Oak Bancshares, Inc.
(Name of Issuer)
Voting Common Stock, no par value per share
(Title of Class of Securities)
53803X105
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
53803X105
1
Names of Reporting Persons
MAHAN JAMES S III
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,195,011.00
6
Shared Voting Power
3,424,671.00
7
Sole Dispositive Power
3,195,011.00
8
Shared Dispositive Power
3,424,671.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,619,682.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
14.4 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (1) Sole Voting Power and Sole Dispositive Power includes 3,067,844 shares held by the James S. Mahan III Revocable Trust and 127,167 shares held by the 2021 Peggy Mahan Family Trust, over which Mr. Mahan has sole investment and voting power.
(2) Shared Voting Power and Shared Dispositive Power includes 3,032,547 shares held by the Marguerite D. Mahan Revocable Trust and 127,167 shares held by the 2021 Chip Mahan Family and Charitable Trust. Marguerite D. Mahan is the spouse of James S. Mahan III. By virtue of his relationship with Marguerite D. Mahan, Mr. Mahan may be deemed to share beneficial ownership of the shares owned by Mrs. Mahan's revocable trust and his family and charitable trust. Also includes 124,807 shares held by Salt Water Fund, a nonprofit corporation for which Mr. Mahan serves as director and officer, and 140,150 shares held by Peapod II, LLC.
(3) Percent of Class Represented by Amount in Row (9) is based on 45,857,617 shares of Voting Common Stock outstanding as of November 14, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 17, 2025.
SCHEDULE 13G
CUSIP No.
53803X105
1
Names of Reporting Persons
Marguerite D. Mahan
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,159,714.00
6
Shared Voting Power
3,459,968.00
7
Sole Dispositive Power
3,159,714.00
8
Shared Dispositive Power
3,459,968.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,619,682.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
14.4 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (4) Sole Voting Power and Sole Dispositive Power includes 3,032,547 shares held by the Marguerite D. Mahan Revocable Trust and 127,167 shares held by the 2021 Chip Mahan Family and Charitable Trust, over which Mrs. Mahan has sole investment and voting power.
(5) Shared Voting Power and Shared Dispositive Power includes 3,067,844 shares held by the James S. Mahan III Revocable Trust and 127,167 shares held by the 2021 Peggy Mahan Family Trust. James S. Mahan III is the spouse of Marguerite D. Mahan. By virtue of her relationship with James S. Mahan III, Mrs. Mahan may be deemed to share beneficial ownership of the shares owned by Mr. Mahan's revocable trust and her family trust. Also includes 124,807 shares held by Salt Water Fund, a nonprofit corporation for which Mrs. Mahan serves as a director and officer, and 140,150 shares held by Peapod II, LLC.
SCHEDULE 13G
CUSIP No.
53803X105
1
Names of Reporting Persons
James S. Mahan III Revocable Trust
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,067,844.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,067,844.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,067,844.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.7 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Percent of Class Represented by amount in Row (9) is based on 45,857,617 shares of Voting Common Stock outstanding as of November 14, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 17, 2025.
SCHEDULE 13G
CUSIP No.
53803X105
1
Names of Reporting Persons
Marguerite D. Mahan Revocable Trust
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,032,547.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,032,547.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,032,547.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.6 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Percent of Class Represented by amount in Row (9) is based on 45,857,617 shares of Voting Common Stock outstanding as of November 14, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 17, 2025.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Live Oak Bancshares, Inc.
(b)
Address of issuer's principal executive offices:
1741Tiburon Drive, Wilmington, NC, 28403
Item 2.
(a)
Name of person filing:
This Amendment No. 8 to Schedule 13G is being filed jointly by James S. Mahan III, Marguerite D. Mahan, the James S. Mahan III Revocable Trust, and the Marguerite D. Mahan Revocable Trust. The reporting persons have entered into a Joint Filing Agreement, a copy of which was filed with the original Schedule 13G as Exhibit 99.1 thereto, pursuant to which the reporting persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
(b)
Address or principal business office or, if none, residence:
c/o Live Oak Bancshares, Inc.
1741 Tiburon Drive
Wilmington, NC 28403
(c)
Citizenship:
James S. Mahan III and Marguerite D. Mahan are each United States citizens. The James S. Mahan III Revocable Trust is sitused in the state of North Carolina, United States. The Marguerite D. Mahan Revocable Trust is sitused in the state of North Carolina, United States.
(d)
Title of class of securities:
Voting Common Stock, no par value per share
(e)
CUSIP No.:
53803X105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
James S. Mahan III 6,619,682
Marguerite D. Mahan 6,619,682
James S. Mahan III Revocable Trust 3,067,844
Marguerite D. Mahan Revocable Trust 3,032,547
(b)
Percent of class:
James S. Mahan III 14.4%
Marguerite D. Mahan 14.4%
James S. Mahan III Revocable Trust 6.7%
Marguerite D. Mahan Revocable Trust 6.6%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
James S. Mahan III 3,195,011
Marguerite D. Mahan 3,159,714
James S. Mahan III Revocable Trust 3,067,844
Marguerite D. Mahan Revocable Trust 3,032,547
(ii) Shared power to vote or to direct the vote:
James S. Mahan III 3,424,671
Marguerite D. Mahan 3,459,968
James S. Mahan III Revocable Trust 0
Marguerite D. Mahan Revocable Trust 0
(iii) Sole power to dispose or to direct the disposition of:
James S. Mahan III 3,195,011
Marguerite D. Mahan 3,159,714
James S. Mahan III Revocable Trust 3,067,844
Marguerite D. Mahan Revocable Trust 3,032,547
(iv) Shared power to dispose or to direct the disposition of:
James S. Mahan III 3,424,671
Marguerite D. Mahan 3,459,968
James S. Mahan III Revocable Trust 0
Marguerite D. Mahan Revocable Trust 0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
MAHAN JAMES S III
Signature:
MAHAN JAMES S III
Name/Title:
James S. Mahan, III Chairman & Chief Executive Officer
Date:
02/05/2026
Marguerite D. Mahan
Signature:
Marguerite D. Mahan
Name/Title:
Marguerite D. Mahan
Date:
02/05/2026
James S. Mahan III Revocable Trust
Signature:
James S. Mahan III
Name/Title:
James S. Mahan III, Trustee
Date:
02/05/2026
Marguerite D. Mahan Revocable Trust
Signature:
Marguerite D. Mahan Revocable Trust
Name/Title:
Marguerite D. Mahan, Trustee
Date:
02/05/2026
Exhibit Information
Please see previously filed Exhibit 99.1 for 13d-1(k) agreement.
What does the Schedule 13G/A filing for Live Oak Bancshares (LOB) show?
The filing shows that James and Marguerite Mahan and their revocable trusts report significant beneficial ownership of Live Oak Bancshares voting common stock. It updates their aggregate holdings, voting power and dispositive power, and confirms they remain major shareholders in the company.
How many Live Oak Bancshares (LOB) shares do James and Marguerite Mahan beneficially own?
James and Marguerite Mahan each report beneficial ownership of 6,619,682 Live Oak Bancshares voting common shares. This figure includes shares held directly and indirectly through their revocable trusts, family trusts, a nonprofit corporation, and an LLC associated with them.
What percentage of Live Oak Bancshares (LOB) does the Mahan group own?
James and Marguerite Mahan each report beneficial ownership of 14.4% of Live Oak Bancshares voting common stock. These percentages are calculated using 45,857,617 shares outstanding as of November 14, 2025, as reported in the company’s Form 10‑Q.
How are the Mahan holdings in Live Oak Bancshares (LOB) structured?
Holdings are spread across individual revocable trusts, family trusts, a nonprofit entity and an LLC. Shares are reported with both sole and shared voting and dispositive power, reflecting estate planning and family-related ownership rather than a single direct personal account.
What is the role of the revocable trusts in the LOB Schedule 13G/A filing?
The James S. Mahan III Revocable Trust reports 3,067,844 shares (6.7%), and the Marguerite D. Mahan Revocable Trust reports 3,032,547 shares (6.6%). These trusts are separate reporting persons, each with sole voting and dispositive power over their respective Live Oak Bancshares shares.
Does the Live Oak Bancshares (LOB) filing indicate any change in control?
The filing reports significant beneficial ownership but does not state a change in control. It lists current ownership levels, voting power and dispositive power for the Mahans and their trusts, confirming that they continue to hold more than 5% of the company’s voting common stock.
