Live Oak Bancshares, Inc. filed a Free Writing Prospectus on November 4, 2026, disclosing the terms of a public offering of 4,000,000 depositary shares, each representing a 1/40th interest in a share of its 8.750% Fixed Rate Series B Non-Cumulative Perpetual Preferred Stock.

Key Highlights

  • Offering size: 4,000,000 depositary shares at a public offering price of $25 per depositary share, for an aggregate liquidation amount of $100,000,000.
  • Dividend rate: 8.750% per annum, non-cumulative, payable quarterly in arrears on March 15, June 15, September 15, and December 15, commencing December 15, 2026, if declared.
  • Net proceeds: $96,850,000 after underwriting discounts and commissions, before expenses, or $111,377,500 if the underwriters exercise their overallotment option in full.
  • Overallotment option: The company has granted underwriters the right to purchase up to an additional 600,000 depositary shares, exercisable for 30 days.
  • Optional redemption: The company may redeem at $25 per depositary share on any dividend payment date on or after December 15, 2031, subject to regulatory approval if then required.
  • Intended listing: The company intends to apply to list the depositary shares on the NYSE under the symbol "LOB/PB," with trading expected to begin within 30 days after initial issuance.
  • Settlement: Trade date is November 4, 2026, with a settlement date of November 12, 2026 (T+5).

Live Oak Bancshares Series B Preferred Stock Offering Terms

According to the filing, Live Oak Bancshares, Inc. is offering depositary shares, each representing a 1/40th interest in a share of its 8.750% Fixed Rate Series B Non-Cumulative Perpetual Preferred Stock, without par value. The underwriting discount and commission is $0.7875 per depositary share. The filing states that net proceeds are expected to be used "for general corporate purposes, including to support balance sheet growth at Live Oak Banking Company and to enhance the Company's capital position."

The Series B preferred stock carries a liquidation preference of $1,000 per share, equivalent to $25 per depositary share. Dividends, if declared, will accrue at 8.750% per annum on a 360-day year of twelve 30-day months basis. The filing notes that the preferred stock is perpetual in term, with an optional redemption available to the company, in whole or in part, on any dividend payment date on or after December 15, 2031, or in whole but not in part within 90 days following a regulatory capital treatment event, as defined in the Preliminary Prospectus Supplement.

The joint book-running managers for the offering are Morgan Stanley and Co. LLC, Keefe, Bruyette and Woods, Inc., RBC Capital Markets, LLC, and UBS Securities LLC. Broadridge Corporate Issuer Solutions, Inc. will serve as transfer agent, registrar, and depositary. The filing notes that the depositary shares and the Series B preferred stock "is not a savings account, deposit or other obligation of any of the Company's bank or non-bank subsidiaries, and neither is insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality." The CUSIP for the depositary shares is 53803X 501 and the ISIN is US53803X5014.

What Was Disclosed

Live Oak Bancshares disclosed the pricing terms for its 4,000,000-share offering of 8.750% Series B Non-Cumulative Perpetual Preferred depositary shares, including an aggregate liquidation amount of $100,000,000, net proceeds of $96,850,000, and an intended NYSE listing under "LOB/PB."