FALSE000146212000014621202025-05-062025-05-06

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

Date of Report (Date of earliest event reported): May 6, 2025

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

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:

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

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

(d)    On May 6, 2025, the Board of Directors (the “Board”) of Live Oak Bancshares, Inc. (the “Company”) appointed Patrick Timothy McHenry to serve as a Board member, effective as of May 21, 2025. Mr. McHenry will serve until the Company’s 2026 annual meeting of shareholders. Mr. McHenry was also appointed as a member of the Board of Live Oak Banking Company (“the Bank”), the Company’s wholly owned banking subsidiary, effective as of May 21, 2025.

The Board has not yet determined the committees to which Mr. McHenry will be appointed, if any. Mr. McHenry will participate in the current director compensation arrangements generally applicable to the Company’s non-employee directors as described in the Company’s definitive proxy statement filed with the Securities Exchange Commission on April 5, 2025, pro-rated for service until the next annual meeting of shareholders. There are no arrangements or understandings between Mr. McHenry and any other persons pursuant to which he was selected as a director. Mr. McHenry has not engaged in any transaction with the Company or the Bank that would be reportable as a related party transaction under Item 404(a) of the Securities Exchange Commission Regulation S-K.

A copy of the Company’s press release announcing the appointment of Mr. McHenry is attached as Exhibit 99.1 to this Form 8-K.

(d) Exhibits

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.