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

Date of Report (Date of earliest event reported): August 12, 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 August 12, 2025, the Board of Directors (the “Board”) of Live Oak Bancshares, Inc. (the “Company”) appointed Jeffrey Williams Lunsford to serve as a Board member until the Company’s next annual meeting of shareholders. Mr. Lunsford was also appointed as a member of the Board of Live Oak Banking Company (the “Bank”), the Company’s wholly owned subsidiary.

The Board has not yet determined the committees to which Mr. Lunsford will be appointed, if any. Mr. Lunsford 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 and Exchange Commission (the “SEC”) on April 5, 2025, pro-rated for service until the next annual meeting of shareholders. There are no arrangements or understandings between Mr. Lunsford and any other persons pursuant to which he was selected as a director.

Mr. Lunsford is Chairman of the Board of Directors and a co-founder of DefenseStorm, Inc. (“DefenseStorm”). He and members of his “immediate family” (as defined in Instruction 1.a.iii. to Item 404(a) of SEC Regulation S-K) own approximately 8.83% of DefenseStorm. As of June 30, 2025, certain other directors and executive officers of the Company, their related business interests, and members of their immediate families collectively own approximately 3.96% of DefenseStorm. The Company’s wholly owned subsidiary, Live Oak Ventures, Inc., owns approximately 4.49% of DefenseStorm as of June 30, 2025. DefenseStorm provides a broad range of information technology and cybersecurity solutions designed for financial institutions. The Bank paid $469,152 in 2024 and has paid $484,881 thus far in 2025 to DefenseStorm for these services.

A copy of the Company’s press release announcing the appointment of Mr. Lunsford 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.