Live Oak Bancshares, INC. 8-K Filing

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• 0001462120-25-000096.txt ( ) — 1142KB
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02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. On November 10, 2025, management and the Audit Committee of the Board of Directors (the "Audit Committee") of Live Oak Bancshares Inc. (the "Company"), in consultation with KPMG LLP ("KPMG"), the Company's independent registered public accounting firm, concluded that the Company will amend its 2024 Annual Report on Form 10-K (the "FY2024 Form 10-K") and the Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025 and June 30, 2025, respectively (collectively, the "Q1 and Q2 2025 Form 10-Qs") to restate the Consolidated Financial Statements for each of the periods included in those filings in order to restate the Statements of Cash Flows and related notes as further described below. The FY 2024 Form 10-K and the Q1 and Q2 2025 Form 10-Qs are collectively referred to herein as the "Prior Filings." In preparing the Company's Consolidated Statements of Cash Flows for the quarter ended September 30, 2025, an error was identified in the classification of cash flows between operating and investing activities associated with the proceeds received from the sale of loan participations and the related supplemental disclosures of non-cash operating, investing and financing activities related to these loans. The net total of the misclassification had no impact on the Company's reported cash balances as they offset each other, as highlighted in the table below. The misclassification did not impact the Consolidated Statements of Income, Consolidated Statements of Comprehensive Income, Consolidated Balance Sheets, or Consolidated Statements of Changes in Shareholders' Equity included within the Prior Filings. Further, management concluded that these misclassifications also had no effect on the Company's total cash balances, liquidity measures, total loan cash flow activity, total loans or the classification of loans, the allowance for cred

SIGNATURES

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. LIVE OAK BANCSHARES, INC. Date: November 12, 2025 By: /s/ Walter J. Phifer Walter J. Phifer Chief Financial Officer 5

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