8-K

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): May 19, 2026

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Approval of Equity Plans. On May 19, 2026, as described below under Item 5.07 of this Current Report on Form 8-K, the Company’s shareholders approved the 2026 Omnibus Stock Incentive Plan (the “Omnibus Plan”) and the 2026 Employee Stock Purchase Plan (the “ESPP”) at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”). Descriptions of the terms of the Omnibus Plan and the ESPP appear on pages 49–62 of the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on April 2, 2026 (the “Proxy Statement”), which descriptions are incorporated herein by reference. The descriptions of the Omnibus Plan and the ESPP contained herein and in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plans, which are filed as Exhibits 10.1 and 10.2 hereto and incorporated by reference herein.

Item 5.07     Submission of Matters to a Vote of Security Holders.

(a)    The 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Live Oak Bancshares, Inc. (the “Company”) was held on May 19, 2026. On March 20, 2026, the record date for the Annual Meeting, 46,239,891 shares of the Company’s voting common stock were issued and outstanding, of which 42,159,893 were present for purposes of establishing a quorum.

(b)    Shareholders voted on the following matters at the Annual Meeting:

(1)     Shareholders elected Tonya W. Bradford, William H. Cameron, David G. Lucht, Jeffrey W. Lunsford, James S. Mahan III, Patrick T. McHenry, Miltom E. Petty, Neil L. Underwood, Yousef A. Valine, and William L. Williams III to the Board of Directors for terms of one year;

(2)    Shareholders approved the Live Oak Bancshares, Inc. 2026 Omnibus Stock Incentive Plan;

(3)    Shareholders approved the Live Oak Bancshares, Inc. 2026 Employee Stock Purchase Plan;

(4)    Shareholders approved a non-binding, advisory proposal to approve compensation paid to the Company’s named executive officers;

(5)    Shareholders ratified KPMG, LLP as the Company’s independent auditor for 2026.

Set forth below are the number of votes cast for or against each such matter as well as the number of abstentions and broker non-votes with respect to such matter.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.