Form 4: Live Oak Bancshares CEO Sells 20,000 Shares

Live Oak Bancshares CEO James S. Mahan III reported the sale of 20,000 shares of common stock through 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 20,000 shares of voting common stock.
• The transactions occurred on February 4, 2026, and February 5, 2026.
• These sales were executed pursuant to a Rule 10b5-1 trading plan, which was adopted by the reporting person on August 27, 2025.
• The shares were sold at weighted average prices ranging from $40.1332 to $42.4358 per share.
• Following these transactions, Mahan's indirect beneficial ownership through the James S. Mahan Revocable Trust decreased to 3,047,844 shares.
• Additional indirect holdings include 3,032,547 shares by Marguerite D. Mahan Revocable Trust, 127,167 shares by 2021 Chip Mahan Family and Charitable Trust, 127,167 shares by 2021 Peggy Mahan Family Trust, and 140,150 shares by Peapod II, LLC.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly negative event. While insider selling is generally a negative signal, the execution under a 10b5-1 plan significantly reduces its bearish implications, suggesting routine financial planning rather than a loss of confidence.

Positives

• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a planned divestment for personal financial management rather than a reaction to new, negative company information.

Negatives

• Insider selling, even under a 10b5-1 plan, represents a reduction in direct exposure by a key executive and significant shareholder.

Future Outlook

No forward-looking statements or guidance are provided in this Form 4 filing.

Industry Context

StockSavvy.ai notes that insider selling, particularly by a CEO and significant owner, can sometimes signal a lack of confidence or a desire to diversify. However, when executed under a Rule 10b5-1 plan, it is often a pre-scheduled event for personal financial planning, which mitigates the negative signal compared to unscheduled sales. This is a common practice among executives to manage their equity holdings while avoiding accusations of trading on material non-public information.

Comparison to Industry Standards

• Insider selling via 10b5-1 plans is a standard practice across industries for executives managing personal wealth and tax planning.
• Compared to other banking executives, a sale of 20,000 shares by a CEO who still holds over 3 million shares (plus other indirect holdings) is a relatively small percentage of their total beneficial ownership, suggesting it is unlikely to be a major shift in conviction.
• For example, a CEO of a similar-sized regional bank might sell a similar percentage of their holdings annually for liquidity or diversification without signaling a negative outlook on the company's future.

Stakeholder Impact

• Shareholders may perceive a slight negative signal from insider selling, though this is mitigated by the pre-arranged 10b5-1 plan. The reduction in the CEO's direct stake is minimal relative to total holdings.

Key Dates

Recommendation

The insider selling, while by a key executive, was conducted under a pre-arranged 10b5-1 plan, which typically indicates personal financial planning rather than a reaction to new, negative company information. Given the relatively small percentage of total holdings sold and the pre-planned nature, this event alone is not sufficient to warrant a change in investment thesis. Investors should continue to hold and monitor broader company performance and market conditions.

Keywords

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