8-K - LOB - Equibles

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): December 1, 2022

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	The NASDAQ Stock Market 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On December 1, 2022, Live Oak Bancshares, Inc. (the “Company”), acting pursuant to authorization from its Board of Directors, provided written notice to The Nasdaq Stock Market LLC (“Nasdaq”) of its determination to voluntarily withdraw the principal listing of the Company’s voting common stock, no par value (the “Voting Common Stock”), from Nasdaq and transfer the listing to the New York Stock Exchange (“NYSE”). The Company expects that listing and trading of its Voting Common Stock on Nasdaq will end at market close on December 13, 2022, and that trading will commence on the NYSE at market open on December 14, 2022.

The Voting Common Stock has been authorized for listing on NYSE, where it will continue to trade under the stock symbol “LOB.”

Item 7.01. Regulation FD Disclosure.

On December 2, 2022, the Company issued a press release announcing the anticipated transfer of the principal listing of the Voting Common Stock to the NYSE, a copy of which is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

As provided in General Instruction B.2 to Form 8-K, the information furnished in this Item 7.01 and in Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the limitations of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br><br>Number	Description
99.1	Press release dated Decembera1222022exhibit991.htm2 , 2022 .
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: December 2, 2022	By:	/s/ Gregory W. Seward
		Gregory W. Seward<br>General Counsel

Document

Exhibit 99.1

Live Oak Bancshares, Inc. Announces Transfer of Listing of Voting Common Stock to the New York Stock Exchange

WILMINGTON, N.C., December 2, 2022 – Live Oak Bancshares, Inc. (Nasdaq: LOB) announced today that it is transferring the listing of its voting common stock to the New York Stock Exchange (NYSE) from The Nasdaq Stock Market LLC (Nasdaq). Live Oak Bancshares’ voting common stock will begin trading on the NYSE on December 14, 2022, under its current ticker symbol LOB. Live Oak Bancshares will continue to trade its voting common stock on Nasdaq until the close of the market on December 13, 2022.

“We are pleased to join the NYSE and its prestigious trading platform as we continue on our mission to be America’s small business bank,” said Live Oak Bancshares Chairman and CEO James S. (Chip) Mahan III. “We believe in providing long-term value to our customers and shareholders, and we look forward to leveraging the NYSE platform as we broaden our products and services to our country’s entrepreneurs.”

“We are thrilled to welcome Live Oak Bancshares, the parent company of the nation’s leading small business bank, to the NYSE community of icons and disruptors and look forward to supporting them as they continue to transform how banking is done.” said John Tuttle, Vice Chairman, NYSE Group.

About Live Oak Bancshares Live Oak Bancshares, Inc. (Nasdaq: LOB) is a financial holding company and parent company of Live Oak Bank. Live Oak Bancshares and its subsidiaries partner with businesses who share a groundbreaking focus on service and technology to redefine banking. To learn more, visit www.liveoakbank.com.

Contact: Claire Parker, SVP of Corporate Communications 910.597.1592 claire.parker@liveoak.bank