🧾 What This Document Is — The Proxy Statement

This is Live Oak Bancshares' Definitive Proxy Statement (DEF 14A) for its 2026 Annual Meeting of Shareholders. It's a formal document required by the SEC that provides shareholders with the information they need to vote on important company matters. Think of it as the official agenda and background packet for the annual shareholder meeting.

👉 The Meeting: It will be held in person on May 19, 2026, at 9:00 a.m. at the company's corporate office: 1741 Tiburon Drive, Wilmington, North Carolina 28403.

👉 Your Vote Matters: Whether you own shares directly ("record holder") or through a broker ("street name"), this document tells you how to cast your vote on the key proposals.

🏢 What The Company Does — A Quick Refresher

Live Oak Bancshares, Inc. (NASDAQ: LOB) is the holding company for Live Oak Banking Company. In simple terms, it's a bank focused on a specific niche.

👉 Business Model: It primarily operates as a specialty lender, with a strong emphasis on SBA (Small Business Administration) lending. It was founded by banking innovator James S. Mahan III, who also started the world's first internet bank.

👉 Industry: It operates in the regional banking and fintech sector, blending traditional banking with a technology-forward approach. It's also an active investor in fintech startups through its venture fund, Canapi Ventures.

💰 Who Owns the Company? — Key Shareholders

The filing reveals who the major owners are as of January 31, 2026.

👉 Big Institutional Holders:

• T. Rowe Price Investment Management, Inc.: 6,456,789 shares (14.0%)
• BlackRock, Inc.: 2,887,100 shares (6.3%)
• The Vanguard Group: 2,509,008 shares (5.5%)

👉 Insider Holdings: Directors and executive officers as a group beneficially own 10,328,280 shares (22.4%). Founder and CEO James S. Mahan III is the largest individual holder with 6,619,682 shares (14.4%). Notably, a significant portion of his shares are pledged as collateral for a personal line of credit with a $25.9 million balance.

🚀 What Are Shareholders Voting On? — The 5 Key Proposals

The annual meeting has five main items for your vote. The Board recommends voting FOR on all of them.

1. Election of Directors: Vote to elect 10 directors for one-year terms. This includes nominees with diverse backgrounds in banking, tech, risk management, and academia.
2. New 2026 Omnibus Stock Incentive Plan: Approve a new plan that allows the company to grant stock awards (like options or restricted stock) to employees and directors as a form of compensation. This is a key tool for attracting and retaining talent.
3. New 2026 Employee Stock Purchase Plan (ESPP): Approve a new plan that allows employees to buy company stock at a discount, typically through payroll deductions. This helps employees share in the company's success.
4. "Say-on-Pay" Advisory Vote: A non-binding vote to approve the compensation paid to the company's top executives (the "named executive officers"). This gives shareholders a voice on executive pay philosophy.
5. Ratification of Auditors: Vote to confirm the selection of KPMG LLP as the company's independent accounting firm for 2026. This is a standard annual procedure.

⚖️ How Does the Company Govern Itself? — Board & Committees

The Board and its committees are deeply involved in oversight, especially given the bank's regulated nature.

👉 Leadership: The Board is led by James S. Mahan III, who serves as both Chairman and CEO. The Board believes this structure is effective because of his deep company knowledge.

👉 Key Committees & Their Focus:

• Audit Committee (Meets frequently - 17 times in 2025): Oversees financial reporting, internal controls, and the external auditor. Chaired by Yousef A. Valine.
• Risk Committee (6 meetings in 2025): Focuses on managing major risks like credit, cyber, and compliance. Chaired by David G. Lucht.
• Compensation Committee (5 meetings in 2025): Sets pay for the CEO and other executives and oversees incentive plans. Chaired by William H. Cameron.
• Nominating & Corporate Governance Committee (4 meetings in 2025): Identifies and recommends director candidates and oversees governance policies. Chaired by David G. Lucht.

👉 Cybersecurity Oversight: The Risk Committee is specifically responsible for overseeing cybersecurity risks. Management provides quarterly reports to this committee on threats, security initiatives, and compliance.

📦 What's Changed? — Important Governance Updates

The filing notes a few significant recent events and policies.

👉 New Directors: Two new directors were appointed in 2025: Jeffrey W. Lunsford (a tech CEO) in August and Patrick T. McHenry (former U.S. Congressman) in May, bringing fresh expertise to the board.

👉 Clawback Policy: The company has adopted a mandatory Clawback Policy. If a financial restatement is required, the company must recover any incentive-based compensation that was erroneously paid to executives during the three years prior, regardless of fault. Notably, a 2024 restatement of cash flow classifications did not trigger any clawback payments.

👉 Pledging Shares: The company's policy does not prohibit directors and executives from pledging their company shares as loan collateral, but requires them to consult with the General Counsel first. Several top insiders, including the CEO, have significant pledged shares.

📅 Key Dates & Logistics

• Record Date: You must have been a shareholder by the close of business on March 20, 2026, to vote.
• Meeting Date: May 19, 2026, at 9:00 a.m.
• How to Vote: You can vote in person, by mail, or online at www.proxyvote.com until 11:59 p.m. ET on May 18, 2026. Your control number is on your Internet Notice or proxy card.

🧠 The Analogy

Think of this proxy statement as the "annual report card and town hall agenda" for the company's owners (shareholders). It shows you who's on the "school board" (the Directors), what they've been studying (governance and risk), what major tests are coming up (the Proposals), and asks you to grade their performance (Say-on-Pay) and approve next year's plan (Stock Plans).

📇 Key Contacts & People

• James S. Mahan III: Chairman & CEO
• Walter J. Phifer: Chief Financial Officer (Designated Proxy)
• Gregory W. Seward: General Counsel & Corporate Secretary (Designated Proxy)
• Yousef A. Valine: Chair, Audit Committee
• David G. Lucht: Chair, Risk & Nominating/Governance Committees
• William H. Cameron: Chair, Compensation Committee
• Company Address: 1741 Tiburon Drive, Wilmington, North Carolina 28403
• Website for Materials: www.liveoak.bank (Investor Relations section)
• Voting Website: www.proxyvote.com

🧩 Final Takeaway

This proxy is your guide to voting on the future leadership and compensation plans at Live Oak Bancshares. The key takeaways are the election of the entire board, the approval of two new equity plans crucial for employee incentives, and the advisory vote on executive pay, all set against a backdrop of active board oversight in risk and a significant insider ownership stake.