FALSE 0001462120 0001462120 2026-05-19 2026-05-19 0001462120 us-gaap:CommonStockMember 2026-05-19 2026-05-19 0001462120 us-gaap:SeriesAPreferredStockMember 2026-05-19 2026-05-19
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): May 19, 2026

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, | NC |  | 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Approval of Equity Plans. On May 19, 2026, as described below under Item 5.07 of this Current Report on Form 8-K, the Company’s shareholders approved the 2026 Omnibus Stock Incentive Plan (the “Omnibus Plan”) and the 2026 Employee Stock Purchase Plan (the “ESPP”) at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”). Descriptions of the terms of the Omnibus Plan and the ESPP appear on pages 49–62 of the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on April 2, 2026 (the “Proxy Statement”), which descriptions are incorporated herein by reference. The descriptions of the Omnibus Plan and the ESPP contained herein and in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plans, which are filed as Exhibits 10.1 and 10.2 hereto and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Live Oak Bancshares, Inc. (the “Company”) was held on May 19, 2026. On March 20, 2026, the record date for the Annual Meeting, 46,239,891 shares of the Company’s voting common stock were issued and outstanding, of which 42,159,893 were present for purposes of establishing a quorum.
(b) Shareholders voted on the following matters at the Annual Meeting:
(1) Shareholders elected Tonya W. Bradford, William H. Cameron, David G. Lucht, Jeffrey W. Lunsford, James S. Mahan III, Patrick T. McHenry, Miltom E. Petty, Neil L. Underwood, Yousef A. Valine, and William L. Williams III to the Board of Directors for terms of one year;
(2) Shareholders approved the Live Oak Bancshares, Inc. 2026 Omnibus Stock Incentive Plan;
(3) Shareholders approved the Live Oak Bancshares, Inc. 2026 Employee Stock Purchase Plan;
(4) Shareholders approved a non-binding, advisory proposal to approve compensation paid to the Company’s named executive officers;
(5) Shareholders ratified KPMG, LLP as the Company’s independent auditor for 2026.
Set forth below are the number of votes cast for or against each such matter as well as the number of abstentions and broker non-votes with respect to such matter.

Item |  | For |  | Against |  | Withheld/Abstain |  | Broker Non-Votes
Election of Directors |  |  |  |  |  |  |  |
Tonya W. Bradford |  | 32,897,516 |  | __ |  | 2,786,843 |  | 6,475,534
William H. Cameron |  | 26,669,363 |  | __ |  | 9,014,996 |  | 6,475,534
David G. Lucht |  | 30,673,278 |  | __ |  | 5,011,081 |  | 6,475,534
Jeffrey W. Lunsford |  | 35,491,630 |  | __ |  | 192,729 |  | 6,475,534
James S. Mahan III |  | 34,333,132 |  | __ |  | 1,351,227 |  | 6,475,534
Patrick T. McHenry |  | 35,317,705 |  | __ |  | 366,654 |  | 6,475,534
Miltom E. Petty |  | 28,137,862 |  | __ |  | 7,546,497 |  | 6,475,534
Neil L. Underwood |  | 33,623,094 |  | __ |  | 2,061,265 |  | 6,475,534
Yousef A. Valine |  | 27,948,286 |  | __ |  | 7,736,073 |  | 6,475,534
William L. Williams III |  | 33,678,284 |  | __ |  | 2,006,075 |  | 6,475,534
Approval of the Company’s 2026 Stock Incentive Plan |  | 25,509,462 |  | 9,353,674 |  | 821,223 |  | 6,475,534
Approval of the Company’s 2026 Employee Stock Purchase Plan |  | 35,593,365 |  | 45,945 |  | 45,049 |  | 6,475,534
Advisory proposal to approve compensation paid to the Company’s named executive officers |  | 31,451,567 |  | 4,197,280 |  | 35,512 |  | 6,475,534
Ratification of the Selection of KPMG, LLP as Independent Auditor of the Company for 2026 |  | 42,118,705 |  | 28,462 |  | 12,726 |  | __

(c) Not applicable.
(d) Not applicable.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit Number |  | Description
10.1 |  | Live Oak Bancshares, Inc. 2026 Omnibus Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 filed on May 19, 2026)
10.2 |  | Live Oak Bancshares, Inc. 2026 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.2 to the Registrant’s Registration Statement on Form S-8 filed on May 19, 2026)
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: May 22, 2026 | By: | /s/Gregory W. Seward
|  | Gregory W. Seward General Counsel