Live Oak Bancshares, Inc.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On June 29, 2026, Matthew S. Diffley, age 46, joined Live Oak Banking Company (the “Bank”) as its Chief Accounting Officer. Effective July 1, 2026, the Board of Directors of Live Oak Bancshares, Inc., (the “Company”) appointed Mr. Diffley as the Company’s Principal Accounting Officer (“PAO”). Mr. Diffley replaces Walter J. Phifer who served as interim PAO of the Company since June 16, 2026, as previously announced. Prior to his employment with the Bank, Mr. Diffley served as the Senior Vice President, Controller for Seacoast Banking Corporation of Florida since June 2020. In connection with his employment, the Company expects to grant Mr. Diffley a restricted stock unit (“RSU”) award representing shares of the Company’s voting common stock with a grant date fair value of $200,000, which will vest in five equal installments beginning on the first anniversary of the date of grant. This RSU award is subject to approval by the Compensation Committee of the Board of Directors. Mr. Diffley will be reimbursed for reasonable relocation expenses and be eligible to participate in applicable employee benefit plans and perquisite programs of the Company, which are generally available to other employees, and will be eligible to participate in the Company’s annual discretionary cash bonus awards and discretionary equity compensation awards. Mr. Diffley has no family relationships with any of the Company’s executive officers or directors, and there have been no related party transactions between Mr. Diffley and the Company that are reportable under Item 404(a) of Regulation S-K.