8-A12B

LIVE OAK BANCSHARES, INC.

Date: November 12, 2026

/s/ Gregory W. Seward

Gregory W. Seward

General Counsel

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

LIVE OAK BANCSHARES, INC.

(Exact name of registrant as specified in its charter)


North Carolina		26-4596286
(State of incorporation or organization)		(I.R.S. Employer Identification Number)

1741 Tiburon Drive Wilmington, North Carolina		28403
(Address of principal executive offices)		(Zip code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class

to be so registered

Name of each exchange on which

each class is to be registered

Depositary Shares, Each Representing a 1/40th Interest in a Share of 8.750% Fixed Rate Series B Non-Cumulative Perpetual Preferred Stock, no par value per share

New York Stock Exchange LLC

If this form relates to the registration of a class of securities pursuant to section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e) , check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

333-294092

Securities to be registered pursuant to Section 12(g) of the Act:

None

Item 1. Description of Registrant’s Securities to be Registered.

The securities to be registered hereby are depositary shares (the “Depositary Shares”), each representing a 1/40^th ownership interest in a share of 8.750% Fixed Rate Series B Non-Cumulative Perpetual Preferred Stock, no par value (the “Series B Preferred Stock”), of Live Oak Bancshares, Inc. (the “Company”), with a liquidation preference of $1,000 per share of Series B Preferred Stock (equivalent to $25 per Depositary Share). The descriptions of the Depositary Shares and Series B Preferred Stock are set forth under the heading “Description of Depositary Shares” and “Description of Series B Preferred Stock” in the Company’s final prospectus supplement, dated November 4, 2026, to the prospectus dated March 6, 2026, which constitutes a part of the Company’s Registration Statement on Form S-3 (File No. 333-294092), filed under the Securities Act of 1933, as amended, which information is hereby incorporated herein by reference.

Item 2. Exhibits.


3.1		Amended and Restated Articles of Incorporation of Live Oak Bancshares, Inc. (incorporated by reference to Exhibit 3.1 of the registration statement on Form S-1, filed on June 19, 2015).

3.2		Articles of Amendment designating the 8.750% Fixed Rate Series B Non-Cumulative Perpetual Preferred Stock.

3.3		Amended Bylaws of Live Oak Bancshares, Inc. (incorporated by reference to Exhibit 3.2 of the amended registration statement on Form S-1, filed on July 13, 2015).

4.1		Form of Deposit Agreement, by and among Live Oak Bancshares, Inc., and Broadridge Corporate Issuer Solutions, LLC, and the Holders from time to time of the depositary receipts described therein.

4.2		Form of Depositary Receipt representing the Depositary Shares (included as Exhibit A to Exhibit 4.1 hereto).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.