lob-20260616

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): June 16, 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,

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

On June 18, 2026, Live Oak Bancshares, Inc. (the “Company”) announced that J. Wesley Sutherland will no longer serve as the Chief Accounting Officer of the Company or its subsidiary Live Oak Banking Company (the “Bank”). Effective June 16, 2026, Walter J. Phifer assumed the role of Principal Accounting Officer on an interim basis while the Company completes an external search for a successor to Mr. Sutherland. Mr. Phifer has been with the Bank since 2015 and has served as Chief Financial Officer of the Company and the Bank since January 2024. Prior to becoming Chief Financial Officer, he served as Treasurer and Head of Finance, Planning and Analysis. The Company expects that Mr. Sutherland will remain employed with the Bank as a Senior Advisor assisting with the transition until he retires on or about September 30, 2026.

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: June 18, 2026	By:	/s/ Gregory W. Seward
		Gregory W. Seward General Counsel

Live Oak Bancshares Inc. filed SEC Form 8-K: Leadership Update