Form 4: Live Oak Bancshares CEO Sells 10,000 Shares

Live Oak Bancshares CEO James S. Mahan III reported the sale of 10,000 shares of common stock for approximately $328,090 under a pre-arranged 10b5-1 trading plan.

Summary

• James S. Mahan III, Chief Executive Officer, Director, and 10% Owner of Live Oak Bancshares, Inc. (LOB), reported the sale of 10,000 shares of Voting Common Stock.
• The transaction occurred on December 5, 2025, at a weighted average price of $32.809 per share, totaling approximately $328,090.
• The sales were executed pursuant to a Rule 10b5-1 trading plan adopted by Mr. Mahan on August 27, 2025.
• Following the transaction, Mr. Mahan's beneficial ownership stands at 6,534,875 shares, held indirectly through various trusts and entities.
• Specifically, indirect ownership includes 3,107,844 shares via the James S. Mahan Revocable Trust, 3,032,547 shares via the Marguerite D. Mahan Revocable Trust, 127,167 shares via the 2021 Chip Mahan Family and Charitable Trust, 127,167 shares via the 2021 Peggy Mahan Family Trust, and 140,150 shares via Peapod II, LLC.

Sentiment

Score: 5

Explanation: The sale of shares by a key insider, while a reduction in direct ownership, was executed under a pre-arranged 10b5-1 trading plan, suggesting a planned liquidity event rather than a reaction to new negative information. The remaining beneficial ownership is substantial, indicating continued alignment with shareholder interests.

Positives

• The sale was conducted under a Rule 10b5-1 trading plan, indicating a pre-scheduled liquidity event rather than a reaction to new, undisclosed negative information about the company.
• James S. Mahan III retains substantial beneficial ownership of 6,534,875 shares in Live Oak Bancshares, maintaining significant alignment with shareholder interests.

Negatives

• Insider selling, even if planned, can sometimes be interpreted by the market as a signal that the stock price may be near a peak or that the insider sees less upside potential.
• A reduction in direct beneficial ownership by a key executive, which could be viewed as a slight decrease in direct commitment.

Future Outlook

NA

Management Comments

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

NA

Related Party Transactions

• James S. Mahan III's beneficial ownership includes shares held indirectly through the James S. Mahan Revocable Trust, Marguerite D. Mahan Revocable Trust, 2021 Chip Mahan Family and Charitable Trust, 2021 Peggy Mahan Family Trust, and Peapod II, LLC.

Stakeholder Impact

• Shareholders may interpret the insider sale, even if planned, as a signal, but the pre-arranged 10b5-1 plan and the CEO's substantial remaining beneficial ownership mitigate potential negative sentiment.
• No direct impact on employees, customers, suppliers, or creditors is indicated by this filing.

Key Dates

Recommendation

The sale of 10,000 shares by the CEO, while a notable insider transaction, was conducted under a pre-established Rule 10b5-1 trading plan. This suggests a planned liquidity event rather than a reaction to new material information. Given the relatively small size of the sale compared to the CEO's total beneficial ownership (over 6.5 million shares), it does not fundamentally alter the investment thesis for Live Oak Bancshares. Investors should monitor future insider activity but maintain a 'hold' position based solely on this filing.

Keywords

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