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

Live Oak Bancshares CEO James S. Mahan III sold 10,000 shares of common stock for approximately $35.97 per share under a pre-arranged trading plan.

Summary

• James S. Mahan III, Chief Executive Officer, Director, and 10% Owner of Live Oak Bancshares, Inc. (LOB), reported a sale of common stock.
• The transaction involved the disposition of 10,000 shares of Voting Common Stock.
• The sale occurred on December 17, 2025, at a weighted average price of $35.9699 per share.
• The shares were sold pursuant to a Rule 10b5-1 trading plan adopted by Mr. Mahan on August 27, 2025.
• Following this transaction, Mr. Mahan directly beneficially owns 3,077,844 shares of Voting Common Stock.
• Indirect beneficial ownership includes 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 the CEO is a neutral event given it was executed under a pre-arranged 10b5-1 plan, which suggests a planned diversification or liquidity event rather than a reaction to new negative information. The amount sold is also a small fraction of total beneficial ownership.

Positives

• The sale was executed under a pre-arranged Rule 10b5-1 trading plan, indicating a scheduled, non-discretionary transaction rather than a reaction to new information.

Negatives

• Insider selling, even under a 10b5-1 plan, can sometimes be perceived by the market as a reduction in a key executive's direct stake in the company.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Industry Context

This Form 4 filing reports an individual insider transaction and does not provide broader industry context or trends. It reflects a personal investment decision by a key executive.

Related Party Transactions

• James S. Mahan III has indirect beneficial ownership through the Marguerite D. Mahan Revocable Trust (3,032,547 shares), the 2021 Chip Mahan Family and Charitable Trust (127,167 shares), the 2021 Peggy Mahan Family Trust (127,167 shares), and Peapod II, LLC (140,150 shares).

Stakeholder Impact

• Shareholders may note the reduction in direct ownership by the CEO, though the pre-planned nature of the sale under a 10b5-1 plan mitigates potential negative interpretations.
• The transaction does not directly impact employees, customers, suppliers, or creditors.

Key Dates

Recommendation

The Form 4 reports a routine insider sale under a pre-established 10b5-1 trading plan. While insider selling can sometimes be a negative signal, the planned nature of this transaction, coupled with the relatively small percentage of total beneficial ownership sold, suggests it is likely for personal financial planning rather than a reflection of a change in the company's fundamental outlook. Therefore, this filing alone does not warrant a change from a 'hold' recommendation, but it is a data point to monitor alongside other company developments.

Keywords

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