Form 4: Live Oak Bancshares CEO Reports 10,000 Share Sale

Live Oak Bancshares CEO James S. Mahan III reported the sale of 10,000 shares of common stock at a weighted average price of $36.1734, executed under a pre-arranged Rule 10b5-1 trading plan.

Summary

• James S. Mahan III, Chief Executive Officer, Director, and 10% Owner of Live Oak Bancshares, Inc. (LOB), reported a transaction involving the company's Voting Common Stock.
• On December 19, 2025, 10,000 shares were disposed of (sold) at a weighted average price of $36.1734 per share.
• This sale was executed pursuant to a Rule 10b5-1 trading plan, which was adopted by the reporting person on August 27, 2025.
• The transaction was executed in multiple trades at prices ranging from $35.89 to $36.50, with the reported price being a weighted average.
• Following this transaction, the reporting person's beneficial ownership includes:
• 3,067,844 shares indirectly held by the James S. Mahan Revocable Trust.
• 3,032,547 shares indirectly held by the Marguerite D. Mahan Revocable Trust.
• 127,167 shares indirectly held by the 2021 Chip Mahan Family and Charitable Trust.
• 127,167 shares indirectly held by the 2021 Peggy Mahan Family Trust.
• 140,150 shares indirectly held by Peapod II, LLC.
• The filing does not specify the ownership form (direct or indirect) from which the 10,000 shares were sold, nor does it list any direct beneficial ownership after the transaction.

Sentiment

Score: 5

Explanation: The transaction is a pre-planned insider sale, which is generally considered a neutral event as it is not based on new material non-public information and is often part of an executive's personal financial management or diversification strategy.

Positives

• The sale was conducted under a Rule 10b5-1 trading plan, adopted on August 27, 2025, which indicates a pre-planned transaction not based on new material non-public information, enhancing transparency.

Negatives

• An insider sale, even if pre-planned, reduces the executive's direct stake in the company, which could be perceived negatively by some investors.

Future Outlook

NA

Management Comments

• "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 $35.89 to $36.50. 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."

Industry Context

This Form 4 filing is a routine disclosure of an insider transaction and does not provide information relevant to broader industry trends or competitive analysis.

Related Party Transactions

• The beneficial ownership includes shares held indirectly through various family trusts (James S. Mahan Revocable Trust, Marguerite D. Mahan Revocable Trust, 2021 Chip Mahan Family and Charitable Trust, 2021 Peggy Mahan Family Trust) and an LLC (Peapod II, LLC), which are considered related parties to the reporting person. The reported sale itself is a personal transaction by the reporting person.

Stakeholder Impact

• Shareholders: The sale represents a minor reduction in the CEO's overall beneficial ownership, but the pre-planned nature under a Rule 10b5-1 plan mitigates concerns about management's confidence in the company's future.
• Employees, Customers, Suppliers, Creditors: No direct or material impact from this routine insider transaction report.

Key Dates

Recommendation

The reported sale by CEO James S. Mahan III was executed under a pre-arranged Rule 10b5-1 trading plan, indicating it was not based on new material non-public information. This type of transaction is generally considered a routine part of an executive's financial planning and does not typically signal a change in the company's fundamental outlook. Therefore, a 'hold' recommendation is appropriate as this filing alone does not provide sufficient new information to alter an investment thesis.

Keywords

Live Oak Bancshares, LOB, Insider Trading, Form 4, Stock Sale, CEO, James S. Mahan III, 10b5-1 Plan, Beneficial Ownership