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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 8)
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Live Oak Bancshares, Inc. (Name of Issuer) |
Voting Common Stock, no par value per share (Title of Class of Securities) |
53803X105 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 53803X105 |
| 1 | Names of Reporting Persons
MAHAN JAMES S III | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,619,682.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
14.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Sole Voting Power and Sole Dispositive Power includes 3,067,844 shares held by the James S. Mahan III Revocable Trust and 127,167 shares held by the 2021 Peggy Mahan Family Trust, over which Mr. Mahan has sole investment and voting power.
(2) Shared Voting Power and Shared Dispositive Power includes 3,032,547 shares held by the Marguerite D. Mahan Revocable Trust and 127,167 shares held by the 2021 Chip Mahan Family and Charitable Trust. Marguerite D. Mahan is the spouse of James S. Mahan III. By virtue of his relationship with Marguerite D. Mahan, Mr. Mahan may be deemed to share beneficial ownership of the shares owned by Mrs. Mahan's revocable trust and his family and charitable trust. Also includes 124,807 shares held by Salt Water Fund, a nonprofit corporation for which Mr. Mahan serves as director and officer, and 140,150 shares held by Peapod II, LLC.
(3) Percent of Class Represented by Amount in Row (9) is based on 45,857,617 shares of Voting Common Stock outstanding as of November 14, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 17, 2025.
SCHEDULE 13G
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| CUSIP No. | 53803X105 |
| 1 | Names of Reporting Persons
Marguerite D. Mahan | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,619,682.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
14.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (4) Sole Voting Power and Sole Dispositive Power includes 3,032,547 shares held by the Marguerite D. Mahan Revocable Trust and 127,167 shares held by the 2021 Chip Mahan Family and Charitable Trust, over which Mrs. Mahan has sole investment and voting power.
(5) Shared Voting Power and Shared Dispositive Power includes 3,067,844 shares held by the James S. Mahan III Revocable Trust and 127,167 shares held by the 2021 Peggy Mahan Family Trust. James S. Mahan III is the spouse of Marguerite D. Mahan. By virtue of her relationship with James S. Mahan III, Mrs. Mahan may be deemed to share beneficial ownership of the shares owned by Mr. Mahan's revocable trust and her family trust. Also includes 124,807 shares held by Salt Water Fund, a nonprofit corporation for which Mrs. Mahan serves as a director and officer, and 140,150 shares held by Peapod II, LLC.
SCHEDULE 13G
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| CUSIP No. | 53803X105 |
| 1 | Names of Reporting Persons
James S. Mahan III Revocable Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,067,844.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Percent of Class Represented by amount in Row (9) is based on 45,857,617 shares of Voting Common Stock outstanding as of November 14, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 17, 2025.
SCHEDULE 13G
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| CUSIP No. | 53803X105 |
| 1 | Names of Reporting Persons
Marguerite D. Mahan Revocable Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,032,547.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Percent of Class Represented by amount in Row (9) is based on 45,857,617 shares of Voting Common Stock outstanding as of November 14, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 17, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Live Oak Bancshares, Inc. | |
| (b) | Address of issuer's principal executive offices:
1741Tiburon Drive, Wilmington, NC, 28403 | |
| Item 2. | ||
| (a) | Name of person filing:
This Amendment No. 8 to Schedule 13G is being filed jointly by James S. Mahan III, Marguerite D. Mahan, the James S. Mahan III Revocable Trust, and the Marguerite D. Mahan Revocable Trust. The reporting persons have entered into a Joint Filing Agreement, a copy of which was filed with the original Schedule 13G as Exhibit 99.1 thereto, pursuant to which the reporting persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. | |
| (b) | Address or principal business office or, if none, residence:
c/o Live Oak Bancshares, Inc.
1741 Tiburon Drive
Wilmington, NC 28403 | |
| (c) | Citizenship:
James S. Mahan III and Marguerite D. Mahan are each United States citizens. The James S. Mahan III Revocable Trust is sitused in the state of North Carolina, United States. The Marguerite D. Mahan Revocable Trust is sitused in the state of North Carolina, United States. | |
| (d) | Title of class of securities:
Voting Common Stock, no par value per share | |
| (e) | CUSIP No.:
53803X105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
James S. Mahan III 6,619,682
Marguerite D. Mahan 6,619,682
James S. Mahan III Revocable Trust 3,067,844
Marguerite D. Mahan Revocable Trust 3,032,547 | |
| (b) | Percent of class:
James S. Mahan III 14.4%
Marguerite D. Mahan 14.4%
James S. Mahan III Revocable Trust 6.7%
Marguerite D. Mahan Revocable Trust 6.6% | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
James S. Mahan III 3,195,011
Marguerite D. Mahan 3,159,714
James S. Mahan III Revocable Trust 3,067,844
Marguerite D. Mahan Revocable Trust 3,032,547 | ||
| (ii) Shared power to vote or to direct the vote:
James S. Mahan III 3,424,671
Marguerite D. Mahan 3,459,968
James S. Mahan III Revocable Trust 0
Marguerite D. Mahan Revocable Trust 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
James S. Mahan III 3,195,011
Marguerite D. Mahan 3,159,714
James S. Mahan III Revocable Trust 3,067,844
Marguerite D. Mahan Revocable Trust 3,032,547 | ||
| (iv) Shared power to dispose or to direct the disposition of:
James S. Mahan III 3,424,671
Marguerite D. Mahan 3,459,968
James S. Mahan III Revocable Trust 0
Marguerite D. Mahan Revocable Trust 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Please see previously filed Exhibit 99.1 for 13d-1(k) agreement. |