UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~December 181, 2025


LIVE OAK BANCSHARES, INC.
(Exact name of registrant as specified in its charter)

North Carolina

001-37497

26-4596286

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1741 Tiburon Drive,

Wilmington,

28403

(Address of principal executive offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (910) 790-5867


Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Voting Common Stock, no par value per share	LOB	New York Stock Exchange LLC
Depositary Shares, Each Representing a 1/40th Interest in a Share of 8.375% Fixed Rate Series A Non-Cumulative Perpetual Preferred Stock, no par value per share	LOB/PA	New York Stock Exchange LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 85.0102. Departure ~~Other~~of ~~Events.~~Directors or Certain Officers; Election of Directors; Appointment of Certain

On Officers; ~~November~~Compensatory ~~18,~~Arrangements ~~2025, the Board~~ of ~~Directors~~Certain of Live Oak Bancshares, Inc. (the “Company”) declared a cash dividend of $0.03 per share of Voting Common Stock and a cash dividend of $0.52344 per depositary share of its 8.375% Fixed Rate Series A Non-Cumulative Perpetual Preferred Stock, each such dividend payable on December 15, 2025 to shareholders of record as of December 2, 2025.Officers

Effective December 1, 2025, Live Oak Bancshares, Inc. (the “Company”), appointed Ewa Stasiowska as Chief Risk Officer of the Company and its wholly owned subsidiary, Live Oak Banking Company (the “Bank”). Ms. Stasiowska succeeds Gregory W. Seward, who had served as Chief Risk Officer of the Company and the Bank since July 2022. Mr. Seward will remain General Counsel of the Company and the Bank.

A copy of the Company’s press release regarding the appointment of Ms. Stasiowska is attached as Exhibit 99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Description

99.1						Press Release dated December 1, 2025

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	LIVE OAK BANCSHARES, INC.
Date: November 18, 2025	By:	/s/ Walter J. Phifer
Date: December 1, 2025	By:	/s/ Gregory W. Seward
		Walter J. PhiferChief Financial Officer
		Gregory W. SewardGeneral Counsel

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