LOB 10-Q Quarterly Report Sept. 30, 2025

LIVE OAK BANCSHARES, INC.

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lob-20250930

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


x			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2025


o			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ________ to ________.

Commission file number: 001-37497

LIVE OAK BANCSHARES, INC.

(Exact name of registrant as specified in its charter)


North Carolina			26-4596286
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

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

( 910 ) 790-5867


(Registrant’s telephone number, including area code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Voting Common Stock, no par value per share	LOB	New York Stock Exchange LLC
Depositary Shares , Each Representing a 1/40th Interest in a Share of 8.375% Fixed Rate Series A Non-Cumulative Perpetual Preferred Stock, no par value per share	LOB/PA	New York Stock Exchange LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of November 14, 2025, there were 45,857,617 shares of the registrant’s voting common stock outstanding.

Table of Contents

EXPLANATORY NOTE

This Form 10-Q includes information to present the effect of restatements to the Consolidated Financial Statements for the Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025 and June 30, 2025 (including all periods within the filings) (the “Prior Forms 10-Q”), to make corrections to the Consolidated Statements of Cash Flows. This information is included in the Notes to Unaudited Condensed Consolidated Financial Statements in Part I, Item 1, under the heading “Note 1. Basis of Presentation - Correction of Error.” The restatement of the financial statements in the Prior Forms 10-Q reflect the correction of an error for 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 within the Consolidated Statements of Cash Flows.

The following sections in the Form 10-Q reflect this restatement:

Part I - Item 1. Financial Statements

Part I - Item 4. Controls and Procedures

Part II - Item 1A. Risk Factors

Table of Contents

Live Oak Bancshares, Inc.

Form 10-Q

For the Quarterly Period Ended September 30, 2025

TABLE OF CONTENTS


		Page
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	1
	Condensed Consolidated Statements of Income for the Three and Ni ne Months Ended September 30, 2025 and 2024	2
	Condensed Consolidated Statements of Comprehensive Income for the Three and Nin e Months Ended September 30, 2025 and 2024	3
	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024	4
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024	6
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	41
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	62
Item 4.	Controls and Procedures	64
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	65
Item 1A.	Risk Factors	65
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	65
Item 3.	Defaults Upon Senior Securities	65
Item 4.	Mine Safety Disclosures	65
Item 5.	Other Information	65
Item 6.	Exhibits	66
	Index to Exhibits	66
	Signatures	67

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Live Oak Bancshares, Inc.

Condensed Consolidated Balance Sheets

As of September 30, 2025 (unaudited) and December 31, 2024

(Dollars in thousands)


	September 30, 2025		December 31, 2024
Assets
Cash and due from banks	$	892,445	$	608,800

Certificates of deposit with other banks	250		250
Investment securities available-for-sale	1,373,219		1,248,203
Loans held for sale	360,693		346,002
Loans and leases held for investment (includes $ 280,291 and $ 328,746 measured at fair value, respectively)	11,554,818		10,233,374
Allowance for credit losses on loans and leases	( 185,700 )		( 167,516 )
Net loans and leases	11,369,118		10,065,858
Premises and equipment, net	241,140		264,059
Foreclosed assets	11,024		1,944
Servicing assets (includes $ 62,321 and $ 55,788 measured at fair value, respectively)	62,491		56,144
Other assets	355,522		352,120
Total assets	$	14,665,902	$	12,943,380
Liabilities and shareholders’ equity
Liabilities
Deposits:
Noninterest-bearing	$	494,019	$	318,890
Interest-bearing	12,796,704		11,441,604
Total deposits	13,290,723		11,760,494
Borrowings	105,045		112,820
Other liabilities	67,585		66,570
Total liabilities	13,463,353		11,939,884
Shareholders’ equity
Series A Preferred stock, no par value, 1,000,000 shares authorized, 100,000 shares and 0 shares, issued and outstanding at September 30, 2025 and December 31, 2024, respectively	96,266		—
Class A common stock, no par value, 100,000,000 shares authorized, 45,855,739 and 45,359,425 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively	383,288		365,607

Retained earnings	770,820		715,767
Accumulated other comprehensive loss	( 52,151 )		( 82,344 )
Total shareholders' equity attributed to Live Oak Bancshares, Inc.	1,198,223		999,030
Non-controlling interest	4,326		4,466
Total shareholders’ equity	1,202,549		1,003,496
Total liabilities and shareholders’ equity	$	14,665,902	$	12,943,380

See Notes to Unaudited Condensed Consolidated Financial Statements

Live Oak Bancshares, Inc.

Condensed Consolidated Statements of Income

For the three and nine months ended September 30, 2025 and 2024 (unaudited)

(Dollars in thousands, except per share data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Interest income
Loans and fees on loans	$	211,599	$	192,170	$	611,728	$	550,020
Investment securities, taxable	12,175		9,750		34,912		27,923
Other interest earning assets	7,654		7,016		22,177		21,861
Total interest income	231,428		208,936		668,817		599,804
Interest expense
Deposits	114,266		110,174		338,534		317,530
Borrowings	1,677		1,762		5,045		3,843
Total interest expense	115,943		111,936		343,579		321,373
Net interest income	115,485		97,000		325,238		278,431
Provision for credit losses	22,242		34,502		74,458		62,631
Net interest income after provision for credit losses	93,243		62,498		250,780		215,800
Noninterest income
Loan servicing revenue	8,812		8,040		25,675		23,011
Loan servicing asset revaluation	( 4,360 )		( 4,207 )		( 12,145 )		( 9,829 )
Net gains on sales of loans	20,868		16,646		61,157		42,543
Net (loss) gain on loans accounted for under the fair value option	( 350 )		2,255		( 302 )		2,208
Equity method investments (loss) income	( 1,470 )		( 1,393 )		( 6,425 )		( 8,182 )
Equity security investments gains, net	18		909		1,042		541
Lease income	2,179		2,424		7,855		7,300
Management fee income	—		1,116		—		7,658
Other noninterest income	4,917		7,142		13,864		27,938
Total noninterest income	30,614		32,932		90,721		93,188
Noninterest expense
Salaries and employee benefits	52,817		44,524		149,962		138,054
Travel expense	2,480		2,344		7,851		7,110
Professional services expense	1,999		3,287		7,897		8,226
Advertising and marketing expense	1,839		2,473		9,924		9,169
Occupancy expense	2,339		2,807		7,445		7,442
Technology expense	10,234		9,081		29,551		24,800
Equipment expense	3,320		3,472		10,750		10,057
Other loan origination and maintenance expense	4,777		4,872		13,552		12,442
Renewable energy tax credit investment impairment (recovery)	336		115		606		( 642 )
FDIC insurance	3,643		1,933		10,739		7,782

Other expense	3,501		2,681		12,318		8,542
Total noninterest expense	87,285		77,589		260,595		232,982
Income before taxes	36,572		17,841		80,906		76,006
Income tax expense	10,106		4,816		21,385		8,432
Net income	26,466		13,025		59,521		67,574
Net loss attributable to non-controlling interest	50		—		140		—
Net income attributable to Live Oak Bancshares, Inc.	26,516		13,025		59,661		67,574
Preferred stock dividends	954		—		954		—
Net income attributable to common shareholders	$	25,562	$	13,025	$	58,707	$	67,574
Basic earnings per share	$	0.56	$	0.28	$	1.29	$	1.50
Diluted earnings per share	$	0.55	$	0.28	$	1.28	$	1.48

See Notes to Unaudited Condensed Consolidated Financial Statements

Table of Contents

Live Oak Bancshares, Inc.

Condensed Consolidated Statements of Comprehensive Income

For the three and nine months ended September 30, 2025 and 2024 (unaudited)

(Dollars in thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net income	$	26,466	$	13,025	$	59,521	$	67,574
Other comprehensive income before tax:
Net unrealized gain on investment securities available-for-sale during the period	12,319		38,565		39,727		30,953
Reclassification adjustment for gain on sale of securities available-for-sale included in net income	—		—		—		—
Other comprehensive income before tax	12,319		38,565		39,727		30,953
Income tax expense	( 2,956 )		( 9,256 )		( 9,534 )		( 7,429 )
Other comprehensive income, net of tax	9,363		29,309		30,193		23,524
Total comprehensive income	35,829		42,334		89,714		91,098
Comprehensive loss attributable to non-controlling interest	50		—		140		—
Total comprehensive income attributable to Live Oak Bancshares, Inc.	$	35,879	$	42,334	$	89,854	$	91,098

See Notes to Unaudited Condensed Consolidated Financial Statements

Table of Contents

Live Oak Bancshares, Inc.

Condensed Consolidated Statements of Changes in Shareholders’ Equity

For the three and nine months ended September 30, 2025 and 2024 (unaudited)

(Dollars in thousands)


	Three Months Ended
	Preferred Stock			Common stock				Retained earnings		Accumulated other comprehensive (loss) income		Non-controlling interest		Total equity
	Shares	Amount		Shares		Amount
	Series A			Class A	Class B
Balance at June 30, 2025	—	$	—	45,686,081	—	$	377,953	$	746,450	$	( 61,514 )	$	4,376	$	1,067,265
Net income	—	—		—	—	—		26,516		—		( 50 )		26,466
Other comprehensive income	—	—		—	—	—		—		9,363		—		9,363
Issuance of restricted stock	—	—		80,886	—	—		—		—		—		—
Issuance of Series A preferred stock, net of issuance costs	100,000	96,266		—	—	—		—		—		—		96,266
Tax withholding related to vesting of restricted stock and other	—	—		—	—	( 2,080 )		—		—		—		( 2,080 )
Employee stock purchase program	—	—		15,403	—	562		—		—		—		562
Stock option exercises	—	—		73,369	—	951		—		—		—		951

Restricted stock compensation expense	—	—		—	—	5,902		—		—		—		5,902
Transfer from retained earnings to other assets for pro rata portion of equity method investee stock compensation expense	—	—		—	—	—		183		—		—		183
Cash dividends - preferred	—	—		—	—	—		( 954 )		—		—		( 954 )
Cash dividends ($ 0.03 per share) - common	—	—		—	—	—		( 1,375 )		—		—		( 1,375 )
Balance at September 30, 2025	100,000	$	96,266	45,855,739	—	$	383,288	$	770,820	$	( 52,151 )	$	4,326	$	1,202,549

Balance at June 30, 2024	—	$	—	45,003,856	—	$	356,381	$	695,172	$	( 90,504 )	$	—	$	961,049
Net income	—	—		—	—	—		13,025		—		—		13,025
Other comprehensive income	—	—		—	—	—		—		29,309		—		29,309
Issuance of restricted stock	—	—		78,402	—	—		—		—		—		—
Tax withholding related to vesting of restricted stock and other	—	—		—	—	( 2,356 )		—		—		—		( 2,356 )
Employee stock purchase program	—	—		16,445	—	747		—		—		—		747
Stock option exercises	—	—		52,988	—	539		—		—		—		539

Restricted stock compensation expense	—	—		—	—	6,614		—		—		—		6,614
Transfer from retained earnings to other assets for pro rata portion of equity method investee stock compensation expense	—	—		—	—	—		183		—		—		183
Cash dividends ($ 0.03 per share) - common	—	—		—	—	—		( 1,354 )		—		—		( 1,354 )
Balance at September 30, 2024	—	$	—	45,151,691	—	$	361,925	$	707,026	$	( 61,195 )	$	—	$	1,007,756

Table of Contents

Live Oak Bancshares, Inc.

Condensed Consolidated Statements of Changes in Shareholders’ Equity (Continued)

For the three and nine months ended September 30, 2025 and 2024 (unaudited)

(Dollars in thousands)


					Nine Months Ended
	Preferred Stock				Common stock				Retained earnings		Accumulated other comprehensive income (loss)		Non-controlling interest		Total equity
	Shares		Amount		Shares		Amount
	Series A				Class A	Class B
Balance at December 31, 2024	—		$	—	45,359,425	—	$	365,607	$	715,767	$	( 82,344 )	$	4,466	$	1,003,496
Net income	—		—		—	—	—		59,661		—		( 140 )		59,521
Other comprehensive income	—		—		—	—	—		—		30,193		—		30,193
Issuance of restricted stock	—		—		261,390	—	—		—		—		—		—
Issuance of Series A preferred stock, net of issuance costs	100,000		96,266		—	—	—		—		—		—		96,266
Tax withholding related to vesting of restricted stock and other	—		—		—	—	( 5,551 )		—		—		—		( 5,551 )
Employee stock purchase program	—		—		38,418	—	1,221		—		—		—		1,221
Stock option exercises	—		—		196,506	—	2,497		—		—		—		2,497

Restricted stock compensation expense	—		—		—	—	19,514		—		—		—		19,514
Transfer from retained earnings to other assets for pro rata portion of equity method investee stock compensation expense	—		—		—	—	—		457		—		—		457
Cash dividends - preferred	—		—		—	—	—		( 954 )		—		—		( 954 )
Cash dividends ($ 0.09 per share) - common	—		—		—	—	—		( 4,111 )		—		—		( 4,111 )
Balance at September 30, 2025	100,000		$	96,266	45,855,739	—	$	383,288	$	770,820	$	( 52,151 )	$	4,326	$	1,202,549

Balance at December 31, 2023	$	—	$	—	44,617,673	—	$	344,568	$	642,817	$	( 84,719 )	$	—	$	902,666
Net income	—		—		—	—	—		67,574		—		—		67,574
Other comprehensive loss	—		—		—	—	—		—		23,524		—		23,524
Issuance of restricted stock	—		—		247,685	—	—		—		—		—		—
Tax withholding related to vesting of restricted stock and other	—		—		—	—	( 5,750 )		—		—		—		( 5,750 )
Employee stock purchase program	—		—		34,930	—	1,449		—		—		—		1,449
Stock option exercises	—		—		251,403	—	1,945		—		—		—		1,945

Restricted stock compensation expense	—		—		—	—	19,713		—		—		—		19,713

Transfer from retained earnings to other assets for pro rata portion of equity method investee stock compensation expense	—		—		—	—	—		684		—		—		684
Cash dividends ($ 0.09 per share) - common	—		—		—	—	—		( 4,049 )		—		—		( 4,049 )
Balance at September 30, 2024	—		$	—	45,151,691	—	$	361,925	$	707,026	$	( 61,195 )	$	—	$	1,007,756

See Notes to Unaudited Condensed Consolidated Financial Statements

Table of Contents

Live Oak Bancshares, Inc.

Condensed Consolidated Statements of Cash Flows

For the nine months ended September 30, 2025 and 2024 (unaudited)

(Dollars in thousands)


	Nine Months Ended September 30,
	2025		2024 As restated
Cash flows from operating activities
Net income	$	59,521	$	67,574
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	20,430		16,631
Provision for credit losses	74,458		62,631
Accretion of discount on securities, net	( 445 )		( 631 )
Deferred tax expense (benefit)	3,577		( 8,989 )
Originations of loans held for sale	( 1,044,930 )		( 744,286 )
Proceeds from sales of loans held for sale	995,641		745,063
Net gains on sale of loans held for sale	( 61,157 )		( 42,543 )
Net (gain) loss on impairment or sale of foreclosed assets	( 33 )		9
Net loss (gain) on loans accounted for under fair value option	302		( 2,208 )
Net change in servicing assets	( 6,347 )		( 3,962 )
Net gain on disposal of long-lived assets	—		( 9,079 )
Net loss on disposal of property and equipment	3,517		177

Equity method investments loss (income)	6,425		8,182
Equity security investments (gains) losses, net	( 1,042 )		( 541 )
Loss (gain) on equity warrant assets	819		( 6,119 )
Renewable energy tax credit investment impairment (recovery)	606		( 642 )

Restricted stock compensation expense	19,514		19,713
Stock based compensation excess tax (deficiency) benefit	( 669 )		729
Lease right-of-use assets and liabilities, net	( 10 )		166
Changes in assets and liabilities:
Other assets	8,246		( 4,915 )
Other liabilities	129		10,146
Net cash provided by operating activities	78,552		107,106
Cash flows from investing activities
Purchases of investment securities available-for-sale	( 209,171 )		( 189,116 )
Proceeds from maturities, calls, and principal paydowns of investment securities available-for-sale	124,327		113,394
Proceeds from sale of foreclosed assets	3,137		583


Purchases of loans previously sold	( 85,379 )		( 67,424 )
Loan and lease originations and principal collections, net	( 1,231,068 )		( 1,083,063 )
Proceeds from sale of long-lived asset	—		43,598
Purchases of equity security investments	( 4,931 )		( 3,951 )
Purchases of equity method investments	( 3,781 )		( 6,426 )
Proceeds from sale of equity security investments	708		1,177
Proceeds from sale of equity method investments	522		1,338
Proceeds from sale of premises and equipment	4,361		978
Purchases of premises and equipment, net	( 5,454 )		( 45,289 )
Net cash used by investing activities	( 1,406,729 )		( 1,234,201 )

Table of Contents

Live Oak Bancshares, Inc.

Condensed Consolidated Statements of Cash Flows (Continued)

For the nine months ended September 30, 2025 and 2024 (unaudited)

(Dollars in thousands)


	Nine Months Ended September 30,
	2025		2024 As restated
Cash flows from financing activities
Net increase in deposits	$	1,530,229	$	1,125,528
Proceeds from borrowings	123		99,659
Repayment of borrowings	( 7,898 )		( 7,642 )
Stock option exercises	2,497		1,945
Employee stock purchase program	1,221		1,449
Proceeds from the issuance of preferred stock, net	96,266		—
Tax withholding related to vesting of restricted stock and other	( 5,551 )		( 5,750 )
Shareholder dividend distributions - preferred	( 954 )		—
Shareholder dividend distributions - common	( 4,111 )		( 4,049 )
Net cash provided by financing activities	1,611,822		1,211,140
Net increase in cash and cash equivalents	283,645		84,045
Cash and cash equivalents, beginning	608,800		582,540
Cash and cash equivalents, ending	$	892,445	$	666,585

Supplemental disclosures of cash flow information
Interest paid	$	343,299	$	321,470
Income tax paid, net	16,267		26,476

Supplemental disclosures of noncash investing and financing activities
Unrealized holding gains on investment securities available-for-sale, net of taxes	$	30,193	$	23,524
Transfers from loans and leases to foreclosed real estate and other repossessions or SBA receivable	35,421		10,351
Net transfers between foreclosed assets and SBA receivable	33		—

Transfer from premises and equipment, net to other assets	—		18,540
Transfer of loans held for sale to loans and leases held for investment	148,037		139,714
Transfer of loans and leases held for investment to loans held for sale	73,162		82,351
Transfer from retained earnings to other assets for pro rata portion of equity method investee stock compensation expense	457		684

Accrued premises and equipment additions	—		297
Equity method investment commitments	—		1,008
Equity security investment commitments	—		2,500

See Notes to Unaudited Condensed Consolidated Financial Statements

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Live Oak Bancshares, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1. Basis of Presentation

Nature of Operations

Live Oak Bancshares, Inc. (collectively with its subsidiaries including Live Oak Banking Company, the “Company”) is a bank holding company headquartered in Wilmington, North Carolina incorporated under the laws of the State of North Carolina in December 2008. The Company conducts business operations primarily through its commercial bank subsidiary, Live Oak Banking Company (the “Bank”). The Bank was organized and incorporated under the laws of the State of North Carolina on February 25, 2008 and commenced operations on May 12, 2008. The Bank specializes in providing lending and deposit related services to small businesses nationwide. A significant portion of the loans originated by the Bank are partially guaranteed by the Small Business Administration (“SBA”) under the 7(a) Loan Program and the U.S. Department of Agriculture’s (“USDA”) Rural Energy for America Program (“REAP”), Water and Environmental Program (“WEP”), Business & Industry (“B&I”) and Community Facilities loan programs. These loans are to small businesses and professionals with what the Bank believes are lower risk characteristics. Industries, or “verticals,” on which the Bank focuses its lending efforts are carefully selected. The Bank also lends more broadly to select borrowers outside of those verticals.

As of September 30, 2025, t he Company’s wholly owned material subsidiaries are the Bank, Government Loan Solutions, Inc. (“GLS”), Live Oak Grove, LLC (“Grove”), and Live Oak Ventures, Inc. (“Live Oak Ventures”). GLS is a management and technology consulting firm that advises and offers solutions and services to participants in the government guaranteed lending sector. GLS primarily provides services in connection with the settlement, accounting, and securitization processes for government guaranteed loans, including loans originated under the SBA 7(a) loan programs and USDA guaranteed loans. The Grove provides Company employees and business visitors with on-site dining at the Company's Wilmington, North Carolina headquarters. Live Oak Ventures’ purpose is investing in businesses that align with the Company's strategic initiative to be a leader in financial technology. Canapi Advisors, LLC (“Canapi Advisors”) was a wholly owned subsidiary providing investment advisory services to a series of funds (the “Canapi Funds”) focused on providing venture capital to new and emerging financial technology companies. During the third quarter of 2024, the Canapi Funds were restructured and Canapi Advisors voluntarily withdrew as an investment advisor to the funds. Canapi Advisors was subsequently dissolved in the fourth quarter of 2024. During the fourth quarter of 2024, Live Oak Ventures consolidated its investment in Synply, Inc. ( “ Synply ” ) as a result of its controlling interest in that entity. Synply is a cloud-based technology platform designed to simplify the loan syndication process for financial institutions. The non-controlling interest in Synply is disclosed according to the Company’s consolidation policy.

The Bank’s wholly owned subsidiaries are Live Oak Number One, Inc., Live Oak Clean Energy Financing LLC (“LOCEF”), Live Oak Private Wealth, LLC (“Live Oak Private Wealth”) and Tiburon Land Holdings, LLC (“TLH”). Live Oak Number One, Inc. holds properties foreclosed on by the Bank. LOCEF provides financing to entities for renewable energy applications. Live Oak Private Wealth provides high-net-worth individuals and families with strategic wealth and investment management services. TLH holds land adjacent to the Bank's headquarters consisting of wetlands and other protected property for the use and enjoyment of the Bank's employees and customers.

The Company generates revenue primarily from net interest income and secondarily through the origination and sale of government guaranteed loans. Income from the retention of loans is comprised principally of interest income. Income from the sale of loans is comprised of loan servicing revenue and revaluation of related servicing rights along with net gains on sales of loans. Offsetting these revenues are the cost of funding sources, provision for credit losses, any costs related to foreclosed assets and other operating costs such as salaries and employee benefits, travel, professional services, advertising and marketing and tax expense. The Company also has less routinely generated gains and losses arising from its financial technology investments.

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Live Oak Bancshares, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

General

In the opinion of management, all adjustments necessary for a fair presentation of the financial position and results of operations for the periods presented have been included, and all intercompany transactions have been eliminated in consolidation. Results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2025. The Condensed Consolidated Balance Sheet as of December 31, 2024 has been derived from the audited consolidated financial statements contained in the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2024, filed with the Securities Exchange Commission ( “ SEC ” ) on November 17, 2025 (SEC File No. 001-37497) (the “ 2024 Form 10-K/A ” ). A summary description of the significant accounting policies followed by the Company is set forth in Note 1 of the Notes to Consolidated Financial Statements in the Company’s 2024 Form 10-K/A. These Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and footnotes in the Company's 2024 Form 10-K/A.

The preparation of financial statements in conformity with United States ( “ U.S. ” ) generally accepted accounting principles ( “ GAAP ” ) requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

Amounts in all tables in the Notes to Unaudited Condensed Consolidated Financial Statements have been presented in thousands, except percentage, time period, share and per share data or where otherwise indicated.

Business Segments

Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the President of Live Oak Bancshares, Inc. and the Bank. In determining the appropriateness of the segment definition, the Company considers the components of the business about which financial information is available and components the chief operating decision maker regularly evaluates relative to resource allocation and performance assessment.

Management has determined that the Company has one significant operating segment, which is providing a banking platform for small businesses nationwide. The banking platform generates revenue primarily from net interest income and secondarily through the origination and sale of government guaranteed loans. The chief operating decision maker assesses performance and decides how to allocate resources based on net income which is reported on the consolidated statements of income. The chief operating decision maker uses net income to evaluate income generated from total assets (return on assets) and profitability of the segment in relation to total shareholders’ equity (return on equity). The measures of segment assets and equity are reported on the consolidated balance sheets as total assets and total shareholders’ equity. Net income is also used to monitor budget versus actual results. All of these elements are used in assessing performance of the segment.

Significant segment expenses are reported on the consolidated statements of income.

Use of Estimates

In preparing unaudited condensed consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect reported amounts of assets and liabilities as of the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The allowance for credit losses (“ACL”) is a material estimate that is particularly susceptible to significant change in the near term.

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Live Oak Bancshares, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Changes in Accounting Estimates

During the third quarter of 2025, the Company made enhancements to the quantitative and qualitative components of the ACL estimate. Within the quantitative component, the Company updated the method used to forecast the probability of default during a reasonable and supportable forecast period. The Company changed the economic variable used in forecasting default rates from the national unemployment rate to the Baa-rated Corporate Bond Yield utilizing a logistic regression and changed the default rate forecast starting point from 36 month historical default performance to the most recent 12 month trailing average default performance. These changes were based on a statistical analysis of historical defaults and macroeconomic factors. In conjunction with the enhancements made to the probability of default methodology, the Company made enhancements to the qualitative framework to introduce weighting of quantifiable credit metrics used in the qualitative ACL estimate to put more weight on the metrics that are the strongest indicators of credit risk in the portfolio. The cumulative effect of these changes was not material.

During the second quarter of 2024, the Company made enhancements to the qualitative framework of the ACL. The enhanced framework leverages quantifiable credit risk metrics as well as current and forecasted economic conditions to determine possible portfolio outcomes that are not captured in quantitatively modeled results. The framework continues to consider risk factors which include, but are not limited to, changes in lending policies, economic and business conditions, nature and volume of portfolio, volume and severity of past due loans, value of underlying collateral, concentrations, and prepayment speeds. The result of these changes was not material.

These refinements have been accounted for as changes in accounting estimates under Financial Accounting Standards Board ( “ FASB ” ) Accounting Standards Codification ( “ ASC ” ) 250, Accounting Changes and Error Corrections , with prospective application beginning in the period of change.

Long-Lived Asset Reclassified to Held for Sale

During the second quarter of 2024, the Company sold an aircraft that was previously reclassified as held for sale. The $ 6.7 million gain on the sale of the aircraft is reflected in other income on the Condensed Consolidated Statements of Income.

During the first quarter of 2024, the Company determined that retention of an idle building and accompanying land adjacent to its main campus was not best suited to serve future expansion plans. As a result of this determination, the Company entered into a purchase and sale agreement with a third party with expected total proceeds, net of estimated expenses, of $ 20.9 million. Accordingly, the $ 18.5 million carrying amount of the building and land, was considered held for sale, and reclassified from premises and equipment, net to other assets in the Unaudited Condensed Consolidated Balance Sheet. During the third quarter of 2024, the building and land were sold for a gain of $ 2.4 million.

Preferred Stock

On August 4, 2025, the Company issued and sold 4,000,000 depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of the Company’s 8.375 % Fixed Rate Series A Non-Cumulative Perpetual Preferred Stock, no par value per share (the “Series A Preferred Stock”), with a liquidation preference of $ 1,000 per share of Series A Preferred Stock (equivalent to $ 25 per Depositary Share), which represents $ 100,000,000 in aggregate liquidation preference. Net proceeds, after underwriting discounts and expenses, totaled $ 96.3 million. Holders of the Series A Preferred Stock and Depositary Shares will not have voting rights, except with respect to certain changes in the terms of the preferred stock, certain dividend non-payments and as otherwise required by applicable law. The Company may redeem the Series A Preferred Stock at its option, (i) in whole or in part, from time to time, on any dividend payment date on or after September 15, 2030 or (ii) in whole but not in part, at any time within 90 days following a regulatory capital treatment event, in either case at a redemption price equal to $ 1,000 per share (equivalent to $ 25 per depositary share), plus any declared and unpaid dividends.

During three months ended September 30, 2025, a cash dividend of $ 0.23845 per Depositary Share of its Series A Preferred Stock was declared and paid.

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Live Oak Bancshares, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Correction of Error

Subsequent to the issuance of the Company's March 31, 2025 and June 30, 2025 Quarterly Consolidated Financial Statements on May 5, 2025 and August 5, 2025, respectively, an error was identified in the historical Condensed Consolidated Statements of Cash Flows related to 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. Accordingly, the Company has restated the Condensed Consolidated Statements of Cash Flows to reflect the error correction for the three months ended March 31, 2025 and 2024, six months ended June 30, 2025 and 2024 and nine months ended September 30, 2024. Net income, retained earnings and shareholders' equity previously reported were not affected by the error correction.

The effect of the above error on previously reported Condensed Consolidated Statements of Cash Flows is presented below:


	As reported		Corrections		As restated
2025
Condensed consolidated statement of cash flows for the three months ended March 31, 2025
Operating activities:
Proceeds from sales of loans held for sale	$	422,294	$	( 137,954 )	$	284,340
Net cash provided by (used in) operating activities	104,977		( 137,954 )		( 32,977 )

Investing activities:
Loan and lease originations and principal collections, net	$	( 524,894 )	$	137,954	$	( 386,940 )
Net cash used by investing activities	( 599,264 )		137,954		( 461,310 )

Net increase in cash and cash equivalents	$	135,463	$	—	$	135,463

Supplemental disclosures of noncash operating, investing, and financing activities
Transfer of loans held for sale to loans and leases held for investment	$	205,385	$	( 137,370 )	$	68,015
Transfer of loans and leases held for investment to loans held for sale	283,718		( 274,740 )		8,978

Condensed consolidated statement of cash flows for the six months ended June 30, 2025
Operating activities:
Proceeds from sales of loans held for sale	$	924,481	$	( 296,882 )	$	627,599
Net cash provided by operating activities	313,146		( 296,882 )		16,264

Investing activities:
Loan and lease originations and principal collections, net	$	( 984,384 )	$	296,882	$	( 687,502 )
Net cash used by investing activities	( 1,084,324 )		296,882		( 787,442 )

Net increase in cash and cash equivalents	$	53,955	$	—	$	53,955

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Live Oak Bancshares, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements


	As reported		Corrections		As restated

Supplemental disclosures of noncash operating, investing, and financing activities
Transfer of loans held for sale to loans and leases held for investment	$	408,925	$	( 295,599 )	$	113,326
Transfer of loans and leases held for investment to loans held for sale	610,907		( 591,199 )		19,708

2024
Condensed consolidated statement of cash flows for the three months ended March 31, 2024
Operating activities:
Proceeds from sales of loans held for sale	$	258,708	$	( 60,725 )	$	197,983
Net cash provided by operating activities	90,893		( 60,725 )		30,168

Investing activities:
Loan and lease originations and principal collections, net	$	( 228,713 )	$	60,725	$	( 167,988 )
Net cash used by investing activities	( 278,698 )		60,725		( 217,973 )

Net increase in cash and cash equivalents	$	14,854	$	—	$	14,854

Supplemental disclosures of noncash operating, investing, and financing activities
Transfer of loans and leases held for investment to loans held for sale	$	63,508	$	( 60,552 )	$	2,956

Condensed consolidated statement of cash flows for the six months ended June 30, 2024
Operating activities:
Proceeds from sales of loans held for sale	$	577,817	$	( 115,071 )	$	462,746
Net cash provided by operating activities	174,769		( 115,071 )		59,698

Investing activities:
Loan and lease originations and principal collections, net	$	( 577,457 )	$	115,071	$	( 462,386 )
Net cash used by investing activities	( 664,282 )		115,071		( 549,211 )

Net increase in cash and cash equivalents	$	32,909	$	—	$	32,909

Supplemental disclosures of noncash operating, investing, and financing activities
Transfer of loans and leases held for investment to loans held for sale	$	178,482	$	( 114,800 )	$	63,682

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Live Oak Bancshares, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements


	As reported		Corrections		As restated

Condensed consolidated statement of cash flows for the nine months ended September 30, 2024
Operating activities:
Proceeds from sales of loans held for sale	$	1,003,740	$	( 258,677 )	$	745,063
Net cash provided by operating activities	365,783		( 258,677 )		107,106

Investing activities:
Loan and lease originations and principal collections, net	$	( 1,341,740 )	$	258,677	$	( 1,083,063 )
Net cash used by investing activities	( 1,492,878 )		258,677		( 1,234,201 )

Net increase in cash and cash equivalents	$	84,045	$	—	$	84,045

Supplemental disclosures of noncash operating, investing, and financing activities
Transfer of loans and leases held for investment to loans held for sale	$	340,121	$	( 257,770 )	$	82,351

Note 2. Recent Accounting Pronouncements

In October 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-06 “Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”). ASU 2023-06 amends the ASC to incorporate certain disclosure requirements from SEC Release No. 33-10532 - Disclosure Update and Simplification that was issued in 2018. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company does not believe this standard will have a material impact on its consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 requires enhanced income tax disclosures primarily related to the rate reconciliation and income taxes paid information to provide more transparency by requiring (i) consistent categories and greater disaggregation of information in the rate reconciliation table and (ii) income taxes paid, net of refunds, to be disaggregated by jurisdiction based on an established threshold. ASU 2023-09 is effective January 1, 2025 and impacts the Company’s annual income tax disclosure. Aside from complying with the new disclosure requirements, the Company does not believe this standard will have a material impact on its consolidated financial statements.

In March 2024, the FASB issued ASU 2024-01 “Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards” (“ASU 2024-01”). ASU 2024-01 adds an illustrative example to clarify how an entity should determine whether a profits interest or similar award is within the scope of ASC 718. The Company adopted the standard on January 1, 2025, with no material effect on its consolidated financial statements.

In March 2024, the FASB issued ASU 2024-02 “Codification Improvements - Amendments to Remove References to the Concepts Statements” (“ASU 2024-02”). ASU 2024-02 removes references to various Concepts Statements in the Codification. The Company adopted the standard on January 1, 2025, with no material effect on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03 “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”). ASU 2024-03 requires disaggregation of certain expense captions into specified categories within the footnotes. The amendments in this standard will be effective for the Company on January 1, 2027. The Company is currently evaluating the impact the amendments will have on the consolidated financial statements and related disclosures.

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Live Oak Bancshares, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

In September 2025, the FASB issued ASU 2025-06 “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”). ASU 2025-06 indicates an entity should start capitalizing software costs when both of the following occur: (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. The amendments in this standard will be effective for the Company on January 1, 2028. The Company is currently evaluating the impact the amendments will have on the consolidated financial statements.

In September 2025, the FASB issued ASU 2025-07 “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract” (“ASU 2025-07”). ASU 2025-07 adds a scope exception from derivative accounting for nonexchange traded contracts with underlyings based on operations or activities specific to one of the parties to the contract. It also clarifies that the revenue guidance in ASC 606 applies initially to share-based noncash consideration received from a customer for the transfer of goods or services. The guidance in other ASCs, including derivatives (ASC 815) and equity securities (ASC 321), is not applied unless and until the entity’s right to receive or retain the share-based noncash consideration is unconditional under ASC 606.The amendments in this standard will be effective for the Company on January 1, 2027. The Company is currently evaluating the impact the amendments will have on the consolidated financial statements.

Legislative Developments

On July 4, 2025, H.R. 1, the U.S. fiscal-year 2025 budget reconciliation legislation, commonly known as the One Big Beautiful Bill Act (“OBBB”), was signed into law, implementing changes in tax and other provisions. The Company does not currently believe the impacts of the OBBB will be material to the consolidated financial statements and related disclosures .

Note 3. Earnings Per Share

Basic and diluted earnings per share are computed based on the weighted-average number of shares outstanding during each period. Diluted earnings per share reflects the potential dilution that could occur upon the exercise of stock options or upon the vesting of restricted stock grants, any of which would result in the issuance of common stock that would then share in the net income of the Company.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Basic earnings per share:
Net income attributable to common shareholders	$	25,562	$	13,025	$	58,707	$	67,574
Weighted-average basic shares outstanding	45,780,794		45,073,482		45,632,313		44,937,409
Basic earnings per share	$	0.56	$	0.28	$	1.29	$	1.50
Diluted earnings per share:
Net income attributable to common shareholders	$	25,562	$	13,025	$	58,707	$	67,574
Total weighted-average basic shares outstanding	45,780,794		45,073,482		45,632,313		44,937,409
Add effect of dilutive stock options and restricted stock grants	436,164		880,465		324,522		769,836
Total weighted-average diluted shares outstanding	46,216,958		45,953,947		45,956,835		45,707,245
Diluted earnings per share	$	0.55	$	0.28	$	1.28	$	1.48
Anti-dilutive stock options and restricted stock grants	490,788		297,730		1,389,056		567,464

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Live Oak Bancshares, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 4. Investments

Available-for-Sale

The carrying amount of investments and their approximate fair values are reflected in the following table:


September 30, 2025	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
U.S. government agencies	$	13,596	$	25	$	30	$	13,591
Mortgage-backed securities	1,425,085		5,244		73,798		1,356,531
Municipal bonds	3,158		—		61		3,097

Total	$	1,441,839	$	5,269	$	73,889	$	1,373,219


December 31, 2024	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
U.S. government agencies	$	18,196	$	—	$	299	$	17,897
Mortgage-backed securities	1,335,177		1,083		108,927		1,227,333
Municipal bonds	3,176		—		203		2,973

Total	$	1,356,549	$	1,083	$	109,429	$	1,248,203

During the three months ended September 30, 2025, six securities totaling $ 12.5 million were settled and one security totaling $ 3.0 million matured. During the nine months ended September 30, 2025, thirteen securities totaling $ 29.4 million were settled and two securities totaling $ 7.0 million matured. During the three months ended September 30, 2024, four securities totaling $ 3.7 million were settled. During the nine months ended September 30, 2024, six securities totaling $ 18.5 million were settled, one security totaling $ 2.5 million was called and one security totaling $ 3.0 million matured.

Accrued interest receivable on available-for-sale securities totaled $ 4.8 million and $ 4.2 million at September 30, 2025 and December 31, 2024, respectively, and is included in other assets in the accompanying Unaudited Condensed Consolidated Balance Sheets.

The following tables show debt securities available-for-sale in an unrealized loss position for which an allowance for credit losses has not been recorded, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position.


	Less Than 12 Months				12 Months or More				Total
September 30, 2025	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U.S. government agencies	$	2,993	$	7	$	2,957	$	23	$	5,950	$	30
Mortgage-backed securities	105,622		677		799,834		73,121		905,456		73,798
Municipal bonds	3,015		48		82		13		3,097		61

Total	$	111,630	$	732	$	802,873	$	73,157	$	914,503	$	73,889


	Less Than 12 Months				12 Months or More				Total
December 31, 2024	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U.S. government agencies	$	8,036	$	189	$	9,861	$	110	$	17,897	$	299
Mortgage-backed securities	265,934		4,173		859,819		104,754		1,125,753		108,927
Municipal bonds	—		—		2,973		203		2,973		203
Total	$	273,970	$	4,362	$	872,653	$	105,067	$	1,146,623	$	109,429

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Live Oak Bancshares, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

At September 30, 2025, there were 385 mortgage-backed securities, one U.S. government agency and one municipal bond in unrealized loss positions for greater than 12 months. There were 15 mortgage-backed securities, one U.S. government agency and two municipal bonds in unrealized loss positions for less than 12 months. Unrealized losses at December 31, 2024 were comprised of 404 mortgage-backed securities, three U.S. government agencies and two municipal bonds in unrealized loss positions for greater than 12 months. There were 59 mortgage-backed securities and two U.S. government agencies in unrealized loss positions for less than 12 months.

These unrealized losses are primarily the result of non-credit-related volatility in the market and market interest rates. Since none of the unrealized losses relate to the issuers' ability to honor redemption obligations, and the Company does not intend to sell the related securities and does not believe it is more likely than not that it will be required to sell the securities before recovery of amortized cost, none of the losses have been recognized in the Company’s Unaudited Condensed Consolidated Statements of Income.

All mortgage-backed securities in the Company’s portfolio at September 30, 2025 and December 31, 2024 were backed by U.S. government sponsored enterprises (“GSEs”).

The following is a summary of investment securities by maturity:


	September 30, 2025
	Available-for-Sale
	Amortized Cost		Fair Value
U.S. government agencies

One to five years	$	3,727	$	3,707
Five to ten years	9,869		9,884
Total	13,596		13,591
Mortgage-backed securities
Within one year	29,220		28,987
One to five years	218,918		214,594
Five to ten years	191,066		177,155
After 10 years	985,881		935,795
Total	1,425,085		1,356,531
Municipal bonds
Five to ten years	3,063		3,015
After 10 years	95		82
Total	3,158		3,097





Total	$	1,441,839	$	1,373,219

The table above reflects contractual maturities. Actual results will differ as the loans underlying the mortgage-backed securities may prepay sooner than scheduled.

At September 30, 2025, investment securities with a fair value of $ 580.2 million and amortized cost of $ 630.2 million were pledged to support unused borrowing capacity. At December 31, 2024, investment securities with a fair value of $ 621.4 million and amortized cost of $ 695.1 million were pledged to support unused borrowing capacity.

Equity Investments

Equity investments, largely comprised of non-marketable equity investments, are generally accounted for under either the equity method or equity security accounting and are included in other assets in the accompanying Unaudited Condensed Consolidated Balance Sheets. The below tables provide additional information related to investments accounted for under these two methods.

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Live Oak Bancshares, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Equity Method Accounting

The carrying amount and ownership percentage of each equity method investment at September 30, 2025 and December 31, 2024 is reflected in the following table:


	September 30, 2025				December 31, 2024
	Amount		Ownership %		Amount		Ownership %
Apiture, Inc. (1)	$	48,640	40.4	%	$	53,108	40.4	%
Canapi Ventures SBIC Fund, LP (2) (6)	11,221		2.9		11,504		2.9
Canapi Ventures Fund, LP (3) (6)	1,367		1.5		1,438		1.5
Canapi Ventures Fund II, LP (4) (6)	3,199		1.6		2,193		1.6
Canapi Ventures SBIC Fund II, LP (5) (6)	1,830		2.9		1,238		2.9
Affordable housing (7)	13,716		Various		14,724		Various
Solar tax credit investments (8)	4,250		99.0		5,309		99.0
Other (9)	576		Various		1,489		Various
Total	$	84,799			$	91,003


(1)			On October 21, 2025, the Company sold all interest in Apiture, Inc. Please refer to Note 11. Subsequent Event for details.
(2)			Investment unfunded commitments of $ 4.8 million and $ 5.0 million as of September 30, 2025 and December 31, 2024, respectively.
(3)			Investment unfunded commitments of $ 472 thousand and $ 492 thousand as of September 30, 2025 and December 31, 2024, respectively.
(4)			Investment unfunded commitments of $ 4.0 million and $ 5.2 million as of September 30, 2025 and December 31, 2024, respectively.
(5)			Investment unfunded commitments of $ 5.8 million and $ 6.5 million as of September 30, 2025 and December 31, 2024, respectively.
(6)			Investee is accounted for under equity method due to the Company's potential influence with investment advisor.
(7)			Affordable Housing includes low income housing tax credit (“LIHTC”) in Estrella Landing Apartments LLC (“Estrella Landing”), in which the Company holds a 99.9 % limited member interest. Also included are Cape Fear Collective Impact Opportunity 1 LLC (“Cape Fear Collective 1”) and Cape Fear Collective Impact Opportunity 2 LLC (“Cape Fear Collective 2”) which the Company holds 91.0 % and 32.3 % of limited member interests, respectively. As of December 31, 2024, the Company had an unfunded commitment of $ 1.7 million in Estrella Landing. There was no unfunded commitment as of September 30, 2025.
(8)			Solar tax credit investments includes Green Sun Tenant LLC (“Green Sun”), SVA 2021-2 TE Holdco LLC (“Sun Vest”), EG5 CSP1 Holding LLC (“HEP”), and HRE Lessee I, LLC (“Heelstone”), which the Company holds a 99.0 % limited member interest in all investments.
(9)			Other investments includes OTR Fund I, LLC (“OTR”) which the Company holds 5.9 % of limited member interests. This investment category also includes the carried interest security related to Canapi Ventures Fund I, L.P.

Table of Contents

Live Oak Bancshares, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Equity Security Accounting

The carrying amount of the Company’s investments in non-marketable equity securities with no readily determinable fair value for the nine months ended September 30, 2025 and 2024 is reflected in the following table:


	As of and for the nine month period ended
	September 30, 2025		September 30, 2024
Carrying value (1)	$	85,156	$	82,778
Carrying value adjustments:
Impairment	—		—
Upward changes for observable prices (2)	1,128		409
Downward changes for observable prices	( 158 )		( 369 )
Net upward (downward) change	$	970	$	40


(1)			Investment unfunded commitments of $ 6.9 million and $ 4.4 million as of September 30, 2025, and September 30, 2024, respectively.
(2)			The equity securities portfolio has recognized cumulative adjustments of $ 49.7 million over the life of the equity security portfolio as of September 30, 2025.

For the three and nine months ended September 30, 2025, the Company recognized unrealized gains on all equity securities held at the reporting date of $ 5 thousand and $ 986 thousand, respectively. For the three and nine months ended September 30, 2024, the Company recognized unrealized gains on all equity securities held at the reporting date of $ 383 thousand and $ 114 thousand, respectively.

Variable Interest Entities (“VIE”s)

Variable interests are defined as contractual ownership or other interests in an entity that change with fluctuations in the fair value of an entity's net asset value. The primary beneficiary consolidates the VIE. The primary beneficiary is defined as the enterprise that has both the power to direct the activities of the VIE that most significantly impact the entity's economic performance and the obligation to absorb losses or the right to receive benefits that could be significant to the VIE.

Solar Renewable Energy Tax Credit Investments

The Company has equity interests in several limited liability companies that own and operate solar renewable energy projects which are accounted for as equity method investments. Over the course of the investments, the Company will receive federal and state tax credits, tax-related benefits, and excess cash available for distribution, if any. The Company may be called to sell its interest in the limited partnerships through a call option once all investment tax credits have been recognized.

Affordable Housing

The Company has an equity investment in a limited liability company LIHTC that qualifies as an affordable housing project, managed by an unrelated general partner. The Company accounts for the investment under the proportional amortization method. Under this method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance as a component of income tax expense. The Company also has equity interests in two limited liability companies that invest in the acquisition, rehabilitation, or new construction of local qualified housing projects which are accounted for as equity method investments.

Table of Contents

Live Oak Bancshares, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Canapi Funds

The Company’s limited partnership investments in the Canapi Funds focus on providing venture capital to new and emerging financial technology companies. After the initial commitment and over the course of the investment period, the Company will make capital contributions and receive profit and return of capital distributions as a result of fund performance until the funds wind down.

Non-marketable and Other Equity Investments

The Company also has limited interests in several non-marketable funds, including Small Business Investment Company (“SBIC”) and venture capital funds, which are accounted for as equity security investments. After the initial commitment and over the course of the investment period, the Company will make capital contributions and receive profit and return of capital distributions as a result of fund performance until the funds wind down. While the partnership agreements allow the Company to remove the general partner, this right is not deemed to be substantive as the general partner can only be removed for cause. All investments are generally non-redeemable and distributions are expected to be received through the liquidation of the underlying investments throughout the life of the investment fund. Investments may only be sold or transferred subject to the notice and approval provisions of the underlying investment agreement.

The above investments meet the criteria of a VIE, however, the Company is not the primary beneficiary of the entities, as it does not have the power to direct the activities that most significantly impact the economic performance of the entities. The Company’s investment in the unconsolidated VIEs are carried in other assets on the Unaudited Condensed Consolidated Balance Sheets.

The Company’s maximum exposure to loss from unconsolidated VIEs includes the investment recorded on the Company’s Unaudited Condensed Consolidated Balance Sheets and unfunded commitment. For solar tax credit investments, the balance sheet figures are net of any impairment recognized, and includes previously recorded tax credits which remain subject to recapture by taxing authorities based on compliance features required to be met at the project level. While the Company believes the potential for loss from these investments is remote, the maximum exposure for solar tax credit investments was determined by assuming a scenario where related tax credits were recaptured.

Table of Contents

Live Oak Bancshares, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The following table provides a summary of the VIEs that the Company has not consolidated as of September 30, 2025 and December 31, 2024:


September 30, 2025	Investment Carrying Amount		Maximum Exposure to Loss		Liability Recognized		Classification
Solar tax credit investments	$	4,250	$	27,691	$	—	Other assets (1)
Affordable housing	13,717		14,658		—		Other assets (2)
Canapi Funds	17,853		32,936		—		Other assets (3)
Non-marketable and other equity investments	5,117		11,987		—		Other assets (4)


December 31, 2024	Investment Carrying Amount		Maximum Exposure to Loss		Liability Recognized		Classification
Solar tax credit investments	$	5,309	$	38,107	$	—	Other assets (5)
Affordable housing	12,940		15,463		—		Other assets (6)
Canapi Funds	17,104		34,269		—		Other assets (7)
Non-marketable and other equity investments	5,290		9,591		—		Other assets (8)


(1)			Maximum exposure to loss includes $ 4.3 million of current investments and a scenario in which related tax credits are recaptured, collectively totaling $ 23.4 million.
(2)			Maximum exposure to loss includes $ 13.7 million of current investments and a scenario in which related tax credits are recaptured, collectively totaling $ 941 thousand.
(3)			Maximum exposure to loss includes $ 17.9 million of current investments and $ 15.1 million in unfunded commitments.
(4)			Maximum exposure to loss includes $ 5.1 million of current investments and $ 6.9 million in unfunded commitments.
(5)			Maximum exposure to loss includes $ 5.3 million of current investments and a scenario in which related tax credits are recaptured, collectively totaling $ 32.8 million.
(6)			Maximum exposure to loss includes $ 12.9 million of current investments, $ 1.7 million in unfunded commitments, and a scenario in which related tax credits are recaptured, collectively totaling $ 824 thousand.
(7)			Maximum exposure to loss includes $ 17.1 million of current investments and $ 17.2 million in unfunded commitments.
(8)			Maximum exposure to loss includes $ 5.3 million of current investments and $ 4.3 million in unfunded commitments.

Table of Contents

Live Oak Bancshares, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 5. Loans and Leases Held for Investment and Credit Quality

The following tables present total loans and leases held for investment and an aging analysis for the Company’s portfolio segments. Loans and leases are considered past due if the required principal and interest payments have not been received as of the date such payments were due.


	Current or Less than 30 Days Past Due		30-89 Days Past Due		90 Days or More Past Due		Total Past Due		Total Carried at Amortized Cost		Loans Accounted for Under the Fair Value Option (1)		Total Loans and Leases
September 30, 2025
Commercial & Industrial
Small Business Banking	$	2,383,259	$	31,991	$	129,342	$	161,333	$	2,544,592	$	90,939	$	2,635,531
Commercial Banking	2,594,906		92,960		29,707		122,667		2,717,573		47,697		2,765,270
Paycheck Protection Program	1,128		—		—		—		1,128		—		1,128
Total	4,979,293		124,951		159,049		284,000		5,263,293		138,636		5,401,929
Construction & Development
Small Business Banking	596,772		4,997		1,026		6,023		602,795		—		602,795
Commercial Banking	75,266		—		—		—		75,266		—		75,266
Total	672,038		4,997		1,026		6,023		678,061		—		678,061
Commercial Real Estate
Small Business Banking	3,193,756		31,840		75,358		107,198		3,300,954		100,836		3,401,790
Commercial Banking	1,337,830		43,242		8,414		51,656		1,389,486		15,803		1,405,289
Total	4,531,586		75,082		83,772		158,854		4,690,440		116,639		4,807,079
Commercial Land
Small Business Banking	665,053		4,850		5,459		10,309		675,362		25,016		700,378
Commercial Banking	596		—		—		—		596		—		596
Total	665,649		4,850		5,459		10,309		675,958		25,016		700,974
Total	$	10,848,566	$	209,880	$	249,306	$	459,186	$	11,307,752	$	280,291	$	11,588,043
Retained Loan Discount and Net Deferred Costs													$	( 33,225 )
Loans and Leases, Net													$	11,554,818

Guaranteed Balance	$	2,963,813	$	138,497	$	216,844	$	355,341	$	3,319,154	$	71,985	$	3,391,139
% Guaranteed	27.3 %		66.0 %		87.0 %		77.4 %		29.4 %		25.7 %		29.3 %

Table of Contents

Live Oak Bancshares, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements


	Current or Less than 30 Days Past Due		30-89 Days Past Due		90 Days or More Past Due		Total Past Due		Total Carried at Amortized Cost		Loans Accounted for Under the Fair Value Option (1)		Total Loans and Leases
December 31, 2024
Commercial & Industrial
Small Business Banking	$	2,182,596	$	37,966	$	104,362	$	142,328	$	2,324,924	$	119,378	$	2,444,302
Commercial Banking	2,418,078		15,282		23,999		39,281		2,457,359		49,767		2,507,126

Paycheck Protection Program	2,361		—		—		—		2,361		—		2,361
Total	4,603,035		53,248		128,361		181,609		4,784,644		169,145		4,953,789
Construction & Development
Small Business Banking	514,997		1,488		2,468		3,956		518,953		—		518,953
Commercial Banking	85,456		—		—		—		85,456		—		85,456

Total	600,453		1,488		2,468		3,956		604,409		—		604,409
Commercial Real Estate
Small Business Banking	2,773,306		42,058		57,896		99,954		2,873,260		107,751		2,981,011
Commercial Banking	1,040,065		5,000		10,778		15,778		1,055,843		19,025		1,074,868
Total	3,813,371		47,058		68,674		115,732		3,929,103		126,776		4,055,879
Commercial Land
Small Business Banking	610,920		2,209		3,324		5,533		616,453		32,825		649,278
Total	610,920		2,209		3,324		5,533		616,453		32,825		649,278
Total	$	9,627,779	$	104,003	$	202,827	$	306,830	$	9,934,609	$	328,746	$	10,263,355
Retained Loan Discount and Net Deferred Costs													$	( 29,981 )

Loans and Leases, Net													$	10,233,374

Guaranteed Balance	$	2,933,636	$	58,235	$	171,123	$	229,358	$	3,162,994	$	77,514	$	3,240,508
% Guaranteed	30.5 %		56.0 %		84.4 %		74.8 %		31.8 %		23.6 %		31.6 %


(1)			Retained portions of government guaranteed loans sold prior to January 1, 2021 are carried at fair value under FASB ASC Subtopic 825-10, Financial Instruments: Overall . See Note 9. Fair Value of Financial Instruments for additional information.

Credit Quality Indicators

The following tables present asset quality indicators by portfolio class and origination year. See Note 3. Loans and Leases Held for Investment and Credit Quality in the Company’s 2024 Form 10-K/A for additional discussion around the asset quality indicators that the Company uses to manage and monitor credit risk.

Table of Contents

Live Oak Bancshares, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements


	Term Loans and Leases Amortized Cost Basis by Origination Year
	2025		2024		2023		2022		2021		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total (1)
September 30, 2025
Small Business Banking
Pass	$	1,105,758	$	1,275,437	$	1,004,629	$	1,090,277	$	881,384	$	786,106	$	151,319	$	45,380	$	6,340,290
Special Mention	6,170		39,636		62,876		71,196		48,440		84,605		12,567		2,253		327,743
Substandard	20,916		49,994		71,063		119,361		69,383		98,206		23,966		2,781		455,670
Total	1,132,844		1,365,067		1,138,568		1,280,834		999,207		968,917		187,852		50,414		7,123,703
Commercial Banking
Pass	1,009,115		831,960		577,194		272,094		147,788		111,945		538,316		190,033		3,678,445
Special Mention	20,187		51,188		16,515		101,685		63,720		28,897		7,636		6,735		296,563
Substandard	9,000		5,419		—		25,413		108,967		43,723		8,678		6,713		207,913
Total	1,038,302		888,567		593,709		399,192		320,475		184,565		554,630		203,481		4,182,921
Paycheck Protection Program
Pass	—		—		—		—		827		301		—		—		1,128
Total	—		—		—		—		827		301		—		—		1,128
Total	$	2,171,146	$	2,253,634	$	1,732,277	$	1,680,026	$	1,320,509	$	1,153,783	$	742,482	$	253,895	$	11,307,752

Year-To-Date Gross Charge-offs
Small Business Banking	$	2,123	$	4,497	$	9,229	$	10,398	$	3,813	$	4,697	$	4,200	$	583	$	39,540
Commercial Banking	—		—		—		2,249		9,772		—		—		6,249		18,270
Total	$	2,123	$	4,497	$	9,229	$	12,647	$	13,585	$	4,697	$	4,200	$	6,832	$	57,810

Table of Contents

Live Oak Bancshares, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements


	Term Loans and Leases Amortized Cost Basis by Origination Year
	2024		2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total (1)
December 31, 2024
Small Business Banking
Pass	$	1,112,351	$	1,084,996	$	1,323,982	$	1,001,021	$	528,008	$	482,192	$	124,370	$	33,359	$	5,690,279
Special Mention	7,041		46,047		77,638		61,906		31,575		83,693		22,729		2,790		333,419
Substandard	13,805		28,573		84,067		74,990		40,266		59,874		7,922		395		309,892
Total	1,133,197		1,159,616		1,485,687		1,137,917		599,849		625,759		155,021		36,544		6,333,590
Commercial Banking
Pass	1,169,167		752,078		398,333		207,755		51,552		81,166		423,334		116,594		3,199,979
Special Mention	—		16,483		88,464		36,165		24,018		17,569		9,555		4,245		196,499
Substandard	—		—		31,461		136,818		27,905		—		2,902		3,094		202,180
Total	1,169,167		768,561		518,258		380,738		103,475		98,735		435,791		123,933		3,598,658
Paycheck Protection Program
Pass	—		—		—		1,461		900		—		—		—		2,361
Total	—		—		—		1,461		900		—		—		—		2,361
Total	$	2,302,364	$	1,928,177	$	2,003,945	$	1,520,116	$	704,224	$	724,494	$	590,812	$	160,477	$	9,934,609

Year-To-Date Gross Charge-offs
Small Business Banking	$	652	$	4,198	$	18,630	$	4,954	$	3,462	$	3,481	$	3,555	$	170	$	39,102
Commercial Banking	—		17		5,176		1,493		756		—		1,535		—		8,977
Total	$	652	$	4,215	$	23,806	$	6,447	$	4,218	$	3,481	$	5,090	$	170	$	48,079


(1)			Excludes $ 280.3 million and $ 328.7 million of loans accounted for under the fair value option as of September 30, 2025 and December 31, 2024, respectively.

The following tables present guaranteed and unguaranteed loan and lease balances by asset quality indicator:


September 30, 2025	Loan and Lease Balance (1)		Guaranteed Balance		Unguaranteed Balance		% Guaranteed
Pass	$	10,019,863	$	2,685,305	$	7,334,558	26.8	%
Special Mention	624,306		181,431		442,875		29.1
Substandard	663,583		452,418		211,165		68.2
Total	$	11,307,752	$	3,319,154	$	7,988,598	29.4	%


December 31, 2024	Loan and Lease Balance (1)		Guaranteed Balance		Unguaranteed Balance		% Guaranteed
Pass	$	8,892,619	$	2,644,310	$	6,248,309	29.7	%
Special Mention	529,918		172,015		357,903		32.5
Substandard	512,072		346,669		165,403		67.7
Total	$	9,934,609	$	3,162,994	$	6,771,615	31.8	%


(1)			Excludes $ 280.3 million and $ 328.7 million of loans accounted for under the fair value option as of September 30, 2025 and December 31, 2024, respectively.

Table of Contents

Live Oak Bancshares, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Nonaccrual Loans and Leases

As of September 30, 2025 and December 31, 2024 there were no loans greater than 90 days past due and still accruing. There was no interest income recognized on nonaccrual loans and leases during the three and nine months ended September 30, 2025 and 2024. Accrued interest receivable on loans totaled $ 81.8 million and $ 80.7 million at September 30, 2025 and December 31, 2024 , respectively, and is included in other assets in the accompanying Unaudited Condensed Consolidated Balance Sheets.

Nonaccrual loans and leases held for investment as of September 30, 2025 and December 31, 2024 are as follows:


September 30, 2025	Loan and Lease Balance (1)		Guaranteed Balance		Unguaranteed Balance		Unguaranteed Exposure with No ACL
Commercial & Industrial
Small Business Banking	$	183,660	$	163,442	$	20,218	$	6,323
Commercial Banking	126,013		112,515		13,498		9,127
Total	309,673		275,957		33,716		15,450
Construction & Development
Small Business Banking	1,026		955		71		—
Total	1,026		955		71		—
Commercial Real Estate
Small Business Banking	115,786		83,474		32,312		14,758
Commercial Banking	21,547		11,624		9,923		1,504
Total	137,333		95,098		42,235		16,262
Commercial Land
Small Business Banking	8,236		7,371		865		558
Total	8,236		7,371		865		558
Total	$	456,268	$	379,381	$	76,887	$	32,270


December 31, 2024	Loan and Lease Balance (1)		Guaranteed Balance		Unguaranteed Balance		Unguaranteed Exposure with No ACL
Commercial & Industrial
Small Business Banking	$	141,674	$	116,596	$	25,078	$	5,219

Commercial Banking	39,282		26,300		12,982		3,816
Total	180,956		142,896		38,060		9,035
Construction & Development
Small Business Banking	3,955		3,379		576		372
Total	3,955		3,379		576		372
Commercial Real Estate
Small Business Banking	81,847		55,290		26,557		17,736

Commercial Banking	26,888		13,981		12,907		11,907
Total	108,735		69,271		39,464		29,643
Commercial Land
Small Business Banking	10,651		7,339		3,312		173
Total	10,651		7,339		3,312		173
Total	$	304,297	$	222,885	$	81,412	$	39,223


(1)			Excludes loans accounted for under the fair value option. See Note 9. Fair Value of Financial Instruments for additional information.

Table of Contents

Live Oak Bancshares, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

When a loan or lease is placed on nonaccrual status, any accrued interest is reversed from loan interest income. The following table summarizes the amount of accrued interest reversed during the periods presented:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025 (1)		2024 (1)		2025 (1)		2024 (1)
Commercial & Industrial	$	1,292	$	950	$	2,333	$	1,924
Commercial Real Estate	1,222		442		1,996		780
Commercial Land	—		28		52		80
Construction & Development	—		44		—		74
Total	$	2,514	$	1,464	$	4,381	$	2,858


(1)			Excludes loans accounted for under the fair value option. See Note 9. Fair Value of Financial Instruments for additional information.

The following table presents the amortized cost basis of collateral-dependent loans and leases, which are individually evaluated to determine expected credit losses, as of September 30, 2025 and December 31, 2024:


	Total Collateral-Dependent Loans				Unguaranteed Portion
September 30, 2025	Real Estate		Business Assets			Real Estate		Business Assets		Allowance for Credit Losses
Commercial & Industrial
Small Business Banking	$	15,540	$	3,658		$	5,040	$	145	$	73

Commercial Banking	—		94,491			—		10,916		600
Total	15,540		98,149			5,040		11,061		673
Commercial Real Estate
Small Business Banking	79,131		—			22,246		—		527
Commercial Banking	5,570		—			516		—		—
Total	84,701		—			22,762		—		527



Total	$	100,241	$	98,149		$	27,802	$	11,061	$	1,200


	Total Collateral-Dependent Loans				Unguaranteed Portion
December 31, 2024	Real Estate		Business Assets			Real Estate		Business Assets		Allowance for Credit Losses
Commercial & Industrial
Small Business Banking	$	6,693	$	36,500		$	2,738	$	12,061	$	8,299
Commercial Banking	101,001		26,788			13,704		11,350		4,374
Total	107,694		63,288			16,442		23,411		12,673
Commercial Real Estate
Small Business Banking	53,306		6,327			22,239		1,061		890
Total	53,306		6,327			22,239		1,061		890
Commercial Land
Small Business Banking	6,295		—			2,713		—		974
Total	6,295		—			2,713		—		974
Total	$	167,295	$	69,615		$	41,394	$	24,472	$	14,537

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Live Oak Bancshares, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Allowance for Credit Losses - Loans and Leases

See Note 1. Basis of Presentation above and Note 1. Organization and Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements in the Company’s 2024 Form 10-K/A for a description of the methodologies used to estimate the ACL.

The following table details activity in the ACL by portfolio segment allowance for the periods presented:


Three Months Ended	Commercial & Industrial		Construction & Development		Commercial Real Estate		Commercial Land		Total
September 30, 2025
Beginning Balance	$	138,960	$	6,036	$	34,248	$	2,987	$	182,231
Charge offs	( 14,769 )		—		( 3,171 )		—		( 17,940 )
Recoveries	1,010		—		31		83		1,124
Provision	12,662		304		6,438		881		20,285
Ending Balance	$	137,863	$	6,340	$	37,546	$	3,951	$	185,700
September 30, 2024
Beginning Balance	$	108,166	$	3,694	$	23,540	$	2,467	$	137,867
Charge offs	( 1,739 )		—		( 273 )		( 16 )		( 2,028 )
Recoveries	41		—		269		8		318
Provision	26,580		291		4,437		1,272		32,580
Ending Balance	$	133,048	$	3,985	$	27,973	$	3,731	$	168,737


Nine Months Ended	Commercial & Industrial		Construction & Development		Commercial Real Estate		Commercial Land		Total
September 30, 2025
Beginning Balance	$	129,007	$	4,943	$	29,501	$	4,065	$	167,516
Charge offs	( 51,609 )		—		( 6,023 )		( 178 )		( 57,810 )
Recoveries	1,781		—		893		101		2,775
Provision (Recovery)	58,684		1,397		13,175		( 37 )		73,219
Ending Balance	$	137,863	$	6,340	$	37,546	$	3,951	$	185,700
September 30, 2024
Beginning Balance	$	87,581	$	4,717	$	28,864	$	4,678	$	125,840

Charge offs	( 13,483 )		( 338 )		( 378 )		( 24 )		( 14,223 )
Recoveries	553		—		536		8		1,097
Provision (Recovery)	58,397		( 394 )		( 1,049 )		( 931 )		56,023
Ending Balance	$	133,048	$	3,985	$	27,973	$	3,731	$	168,737

During the three months ended September 30, 2025, the ACL increased primarily as a result of loan growth and moderating credit trends. During the nine months ended September 30, 2025, the ACL increased primarily as a result of loan growth and the impact of charge offs amid a challenging macroeconomic environment. Elevated interest rates and inflationary pressures have placed financial strain on some small business and commercial borrowers which resulted in a continued increase in charge-offs. Loss rates are adjusted for twelve month forecasted Baa-rated corporate bond yields followed by a twelve-month straight-line reversion period.

During the three months ended September 30, 2024, the ACL increased primarily as a result of an increase in specific reserves on loans individually evaluated for impairment. During the nine months ended September 30, 2024, the ACL increased as a result of specific reserve changes on individually evaluated loans and continued growth of the loan and lease portfolio. Loss rates are adjusted for twelve month forecasted unemployment followed by a twelve-month straight-line reversion period.

Table of Contents

Live Oak Bancshares, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Loan Modifications for Borrowers Experiencing Financial Difficulty

The Company may agree to modify the contractual terms of a loan to a borrower experiencing financial difficulty as a part of ongoing loss mitigation strategies. These modifications may result in an interest rate reduction, term extension, an other-than-insignificant payment delay, or a combination thereof. The Company typically does not offer principal forgiveness.

The following tables summarize the amortized cost basis of loans that were modified during the three and nine months ended September 30, 2025 and September 30, 2024, respectively:


Three Months Ended September 30, 2025	Other-Than-Insignificant Payment Delay		Term Extension		Interest Rate Reduction		Combination - Other-Than-Insignificant Payment Delay & Interest Rate Reduction		Combination - Term Extension & Interest Rate Reduction		% of Total Class of Financing Receivable
Small Business Banking	$	94	$	5,701	$	2,015	$	6,019	$	8,066	0.31	%
Commercial Banking	13,126		—		—		—		—		0.48

Total	$	13,220	$	5,701	$	2,015	$	6,019	$	8,066	0.79	%


Nine Months Ended September 30, 2025	Other-Than-Insignificant Payment Delay		Term Extension		Interest Rate Reduction		Combination - Term Extension, Other-Than-Insignificant Payment Delay & Interest Rate Reduction		Combination - Other-Than-Insignificant Payment Delay & Interest Rate Reduction		Combination - Term Extension & Other-Than-Insignificant Payment Delay		Combination - Term Extension & Interest Rate Reduction		% of Total Class of Financing Receivable
Small Business Banking	$	94	$	19,949	$	11,807	$	2,906	$	6,019	$	3,009	$	17,953	0.87	%
Commercial Banking	18,653		—		—		—		—		—		—		0.68

Total	$	18,747	$	19,949	$	11,807	$	2,906	$	6,019	$	3,009	$	17,953	1.55	%


Three Months Ended September 30, 2024	Other-Than-Insignificant Payment Delay		Interest Rate Reduction		Combination - Term Extension & Interest Rate Reduction		% of Total Class of Financing Receivable
Small Business Banking	$	2,014	$	—	$	—	0.03	%
Commercial Banking	—		3,478		2,500		0.16
Total	$	2,014	$	3,478	$	2,500	0.19	%


Nine Months Ended September 30, 2024	Other-Than-Insignificant Payment Delay		Interest Rate Reduction		Combination - Term Extension & Interest Rate Reduction		% of Total Class of Financing Receivable
Small Business Banking	$	8,278	$	—	$	—	0.14	%
Commercial Banking	—		3,478		2,500		0.16
Total	$	8,278	$	3,478	$	2,500	0.30	%

As of September 30, 2025, the Company had commitments to lend additional funds to these borrowers totaling $ 28 thousand. As of December 31, 2024, the Company had commitments to lend additional funds to these borrowers totaling $ 6.3 million.

Table of Contents

Live Oak Bancshares, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The following table presents an aging analysis of loans that were modified within the twelve months ended September 30, 2025 and September 30, 2024, respectively:


September 30, 2025	Current		30-89 Days Past Due		90 Days or More Past Due		Total Past Due
Small Business Banking	$	59,070	$	423	$	2,243	$	2,666
Commercial Banking	31,296		—		—		—

Total	$	90,366	$	423	$	2,243	$	2,666


September 30, 2024	Current		30-89 Days Past Due		90 Days or More Past Due		Total Past Due
Small Business Banking	$	8,278	$	—	$	—	$	—
Commercial Banking	5,978		—		—		—

Total	$	14,256	$	—	$	—	$	—

The following tables summarize the financial impacts of loan modifications made to borrowers experiencing financial difficulty during the periods presented:


	Three Months Ended September 30, 2025
	Weighted Average Interest Rate Reduction		Weighted Average Term Extension (in Months)

Small Business Banking	2.25	%	65


	Nine Months Ended September 30, 2025
	Weighted Average Interest Rate Reduction		Weighted Average Term Extension (in Months)

Small Business Banking	3.47	%	55


	Three Months Ended September 30, 2024
	Weighted Average Interest Rate Reduction		Weighted Average Term Extension (in Months)

Commercial Lending	5.00	%	7


	Nine Months Ended September 30, 2024
	Weighted Average Interest Rate Reduction		Weighted Average Term Extension (in Months)

Commercial Lending	5.00	%	7

Additionally, there were no loans that were modified within the twelve months ended September 30, 2025 and September 30, 2024 that subsequently defaulted during the periods presented.

The Company’s ACL is estimated using lifetime historical loan performance adjusted to reflect current conditions and reasonable and supportable forecasts. Upon determination that a modified loan, or portion of a modified loan, has subsequently been deemed uncollectible, the uncollectible portion is written off. The amortized cost basis is reduced by the uncollectible amount and the ACL is adjusted by the same amount. As a result, the impact of loss mitigation strategies is captured in the estimates of PD and LGD.

Table of Contents

Live Oak Bancshares, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 6. Leases

Lessor Equipment Leasing

The Company may purchase new equipment for the purpose of leasing such equipment to customers within its verticals. Equipment purchased to fulfill commitments to commercial renewable energy projects is rented out under operating leases while leases of equipment outside of the renewable energy vertical are generally direct financing leases. Accordingly, leased assets under operating leases are included in premises and equipment, net while leased assets under direct financing leases are included in loans and leases held for investment in the accompanying Unaudited Condensed Consolidated Balance Sheets.

Direct Financing Leases

Interest income on direct financing leases is recognized when earned. Unearned interest is recognized over the lease term on a basis which results in a constant rate of return on the unrecovered lease investment. The term of each lease is generally 3 to 7 years which is consistent with the useful life of the equipment with no residual value. The net investment in direct finance leases included in loans and leases held for investment are as follows:


	September 30, 2025		December 31, 2024
Gross direct finance lease payments receivable	$	250	$	961
Less – unearned interest	( 3 )		( 39 )
Net investment in direct financing leases	$	247	$	922

Future minimum lease payments to be received under finance leases are as follows:


As of September 30, 2025	Amount
2025	$	154
2026	96


Total	$	250

Interest income of $ 7 thousand and $ 29 thousand was recognized in the three months ended September 30, 2025 and 2024, respectively. Interest income of $ 36 thousand and $ 95 thousand was recognized in the nine months ended September 30, 2025 and 2024, respectively.

Operating Leases

The term of each operating lease is generally 10 to 15 years. The Company retains ownership of the equipment and associated tax benefits such as investment tax credits and accelerated depreciation. At the end of the lease term, the lessee has the option to renew the lease for two additional terms or purchase the equipment at the then-current fair value.

Rental revenue from operating leases is recognized on a straight-line basis over the term of the lease. Rental equipment is recorded at cost and depreciated to an estimated residual value on a straight-line basis over the estimated useful life. The useful lives generally range from 20 to 25 years and residual values generally range from 20 % to 50 %, however, they are subject to periodic evaluation. Changes in useful lives or residual values will impact depreciation expense and any gain or loss from the sale of used equipment. The estimated useful lives and residual values of the Company's leasing equipment are based on industry disposal experience and the Company's expectations for future sale prices.

If the Company decides to sell or otherwise dispose of rental equipment, it is carried at the lower of cost or fair value less costs to sell or dispose. Repair and maintenance costs that do not extend the lives of the rental equipment are charged to equipment expense at the time the costs are incurred.

Table of Contents

Live Oak Bancshares, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

As of September 30, 2025 and December 31, 2024, the Company had a net investment of $ 79.1 million and $ 93.4 million, respectively, in assets included in premises and equipment, net that are subject to operating leases. Of the net investment, the gross balance of the assets was $ 142.4 million and $ 159.7 million as of September 30, 2025 and December 31, 2024, respectively. Accumulated depreciation was $ 63.3 million and $ 66.2 million as of September 30, 2025 and December 31, 2024, respectively. Depreciation expense recognized on these assets was $ 2.2 million and $ 2.4 million for the three months ended September 30, 2025 and 2024. Depreciation expense recognized on these assets was $ 7.2 million and $ 7.1 million for the nine months ended September 30, 2025 and 2024, respectively.

Lease income of $ 2.0 million and $ 2.3 million was recognized in the three months ended September 30, 2025 and 2024, respectively. Lease income of $ 7.5 million and $ 7.1 million was recognized in the nine months ended September 30, 2025 and 2024, respectively.

A maturity analysis of future minimum lease payments to be received under non-cancelable operating leases is as follows:


As of September 30, 2025	Amount
2025	$	1,698
2026	8,721
2027	8,483
2028	3,837
2029	2,399
Thereafter	7,309
Total	$	32,447

Note 7. Servicing Assets

Loans serviced for others are not included in the accompanying Unaudited Condensed Consolidated Balance Sheets. The unpaid principal balance of loans serviced for others requiring recognition of a servicing asset was $ 3.93 billion and $ 3.46 billion at September 30, 2025 and December 31, 2024, respectively. The unpaid principal balance for all loans serviced for others was $ 5.56 billion and $ 4.72 billion at September 30, 2025 and December 31, 2024, respectively.

The following table summarizes the activity pertaining to servicing rights measured at fair value:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Balance at beginning of period	$	60,085	$	51,303	$	55,788	$	48,186
Additions, net	6,596		5,200		18,678		13,938
Fair value changes:
Due to changes in valuation inputs or assumptions	( 1,545 )		( 1,824 )		( 2,765 )		( 902 )
Decay due to increases in principal paydowns or runoff	( 2,815 )		( 2,384 )		( 9,380 )		( 8,927 )
Balance at end of period	$	62,321	$	52,295	$	62,321	$	52,295

See Note 9. Fair Value of Financial Instruments for further details about servicing assets measured at fair value.

The fair value of servicing rights was determined using a weighted average discount rate of 13.3 % on September 30, 2025 and 14.5 % on September 30, 2024. The fair value of servicing rights was determined using a weighted average prepayment speed of 16.1 % on September 30, 2025 and 15.7 % on September 30, 2024, with the actual rate depending on the stratification of the specific right. Changes to fair value are reported in loan servicing asset revaluation within the Unaudited Condensed Consolidated Statements of Income.

Table of Contents

Live Oak Bancshares, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The table below reflects the sensitivity of the current fair value of servicing assets to immediate adverse changes in the above key assumptions with all other assumptions remaining static:


	As of September. 30, 2025	As of December. 31, 2024
Fair value of servicing rights	$ 62,321	$ 55,788
	Incremental Increase (Decrease) in Value	Incremental Increase (Decrease) in Value
Prepayment Speed
20% increase	($ 3,638 )	($ 3,459 )
10% increase	( 1,769 )	( 1,785 )
Discount Rate

200 basis point increase	( 2,542 )	( 2,603 )
100 basis point increase	( 1,188 )	( 1,331 )

The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. As indicated, changes in fair value based on changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in this table, the effect of a variation in a particular assumption on the fair value of the servicing rights is calculated without changing any other assumption. Changes in one factor may result in changes in another.

As of September 30, 2025 and December 31, 2024, the Company had servicing assets related to conventional commercial loans carried at amortized cost of $ 170 thousand and $ 356 thousand, respectively.

Note 8. Borrowings

Total outstanding borrowings consisted of the following:


	September 30, 2025		December 31, 2024
Borrowings
In March 2021, the Company entered into a 60 -month term loan agreement of $ 50.0 million with a third party correspondent bank. The loan accrues interest at a fixed rate of 2.95 % with a monthly payment sufficient to fully amortize the loan, with all remaining unpaid principal and interest due at maturity on March 30, 2026 . The Company paid the Lender a non-refundable $ 325 thousand loan origination fee upon signing of the Note that is presented as a direct deduction from the carrying amount of the loan and will be amortized into interest expense over the life of the loan.	$	5,335	$	13,184
In March 2024, the Company entered into a 60 -month term loan agreement of $ 100.0 million with a third party correspondent bank. The loan accrues interest at a fixed rate of 5.95 % with monthly interest payments until maturity on March 28, 2029 , and $ 33.0 million of principal to be paid in year 4, and $ 67.0 million of principal to be paid in year 5. The Company paid the Lender a non-refundable $ 600 thousand loan origination fee upon signing of the Note that is represented as a direct deduction from the carrying amount of the loan and will be amortized into interest expense over the life of the loan.	99,610		99,505
Other long term debt (1)	100		131

Total borrowings	$	105,045	$	112,820

(1) Includes finance leases.

Table of Contents

Live Oak Bancshares, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

As of September 30, 2025 and December 31, 2024, the Company’s unused borrowing capacity was $ 3.90 billion and $ 3.55 billion, respectively, based upon securities and loans identified as available for collateral. Unused borrowing capacity consists of access through the Federal Reserve Bank's discount window, available lines of credit with the Federal Home Loan Bank and other correspondent banks, and access to a repurchase agreement. If additional collateral is available, the Company's aggregate borrowing capacity with all of the above sources is $ 6.59 billion and $ 6.10 billion as of September 30, 2025 and December 31, 2024, respectively.

Note 9. Fair Value of Financial Instruments

Fair Value Hierarchy

There are three levels of inputs in the fair value hierarchy that may be used to measure fair value. Financial instruments are considered Level 1 when valuation can be based on quoted prices in active markets for identical assets or liabilities. Level 2 financial instruments are valued using quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or models using inputs that are observable or can be corroborated by observable market data of substantially the full term of the assets or liabilities. Financial instruments are considered Level 3 when their values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable and when determination of the fair value requires significant management judgment or estimation.

Recurring Fair Value

The table below provides a rollforward of the fair value of the Level 3 equity warrant assets:


	Three Months Ended September 30,				Nine Months Ended September 30,
Equity Warrant Assets	2025		2024		2025		2024
Balance at beginning of period	$	6,745	$	7,407	$	7,162	$	2,874
New equity warrant assets	109		298		376		791
Changes in fair value, net	( 400 )		( 127 )		( 819 )		6,119
Settlements	—		( 264 )		( 265 )		( 2,470 )
Balance at end of period	$	6,454	$	7,314	$	6,454	$	7,314

The tables below present the recorded amount of assets and liabilities measured at fair value on a recurring basis.


September 30, 2025	Total		Level 1		Level 2		Level 3
Investment securities available-for-sale
U.S. government agencies	$	13,591	$	—	$	13,591	$	—
Mortgage-backed securities	1,356,531		—		1,356,531		—
Municipal bonds (1)	3,097		—		3,015		82

Loans held for investment (2)	280,291		—		—		280,291
Servicing assets (3)	62,321		—		—		62,321
Mutual fund (4)	179		—		179		—
Equity warrant assets	6,454		—		—		6,454
Total assets at fair value	$	1,722,464	$	—	$	1,373,316	$	349,148

Table of Contents

Live Oak Bancshares, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements


December 31, 2024	Total		Level 1		Level 2		Level 3
Investment securities available-for-sale
U.S. government agencies	$	17,897	$	—	$	17,897	$	—
Mortgage-backed securities	1,227,333		—		1,227,333		—
Municipal bonds (1)	2,973		—		2,890		83


Loans held for investment (2)	328,746		—		—		328,746
Servicing assets (3)	55,788		—		—		55,788
Mutual fund (4)	458		—		458		—
Equity warrant assets	7,162		—		—		7,162
Total assets at fair value	$	1,640,357	$	—	$	1,248,578	$	391,779


(1)			During the three and nine months ended September 30, 2025, the Company recorded a principal paydown of $ 1 thousand. During the three and nine months ended September 30, 2024 there were no level 3 fair value adjustment gains or losses.
(2)			Loans accounted for under the fair value option.
(3)			See Note 7 for a rollforward of recurring Level 3 fair values for servicing assets.
(4)			Included in other assets in the accompanying Unaudited Condensed Consolidated Balance Sheets.

For additional information on the valuation techniques and significant inputs for Level 2 and Level 3 assets and liabilities that are measured at fair value on a recurring basis, see Note 10. Fair Value of Financial Instruments in the Company’s 2024 Form 10-K/A.

Fair Value Option

Until the first quarter of 2021, the Company had historically elected to account for retained participating interests of all government guaranteed loans under the fair value option in order to align the accounting presentation with the Company’s viewpoint of the economics of the loans. Interest income is recognized in the same manner on loans reported at fair value as on non-fair value loans, except in regard to origination fees and costs which are recognized immediately upon fair value election. Not electing fair value generally results in a larger discount being recorded on the date of the sale. This discount is subsequently accreted into interest income over the underlying loan’s remaining term using the effective interest method. Management made this change of election in alignment with its ongoing effort to reduce volatility and drive more predictable revenue. In accordance with GAAP, any loans for which fair value was previously elected continue to be measured as such.

There were no loans accounted for under the fair value option that were 90 days or more past due and still accruing interest at September 30, 2025 or December 31, 2024. The unpaid principal balance of unguaranteed exposure for nonaccruals was $ 8.2 million and $ 10.0 million at September 30, 2025 and December 31, 2024, respectively.

The following tables provide more information about the fair value carrying amount and the unpaid principal outstanding of loans accounted for under the fair value option at September 30, 2025 and December 31, 2024.


	September 30, 2025
	Total Loans						Nonaccruals						90 Days or More Past Due
	Fair Value Carrying Amount		Unpaid Principal Balance		Difference		Fair Value Carrying Amount		Unpaid Principal Balance		Difference		Fair Value Carrying Amount		Unpaid Principal Balance		Difference
Fair Value Option Elections
Loans held for investment	$	280,291	$	291,530	$	( 11,239 )	$	61,662	$	63,489	$	( 1,827 )	$	50,312	$	51,612	$	( 1,300 )
	$	280,291	$	291,530	$	( 11,239 )	$	61,662	$	63,489	$	( 1,827 )	$	50,312	$	51,612	$	( 1,300 )

Table of Contents

Live Oak Bancshares, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements


	December 31, 2024
	Total Loans						Nonaccruals						90 Days or More Past Due
	Fair Value Carrying Amount		Unpaid Principal Balance		Difference		Fair Value Carrying Amount		Unpaid Principal Balance		Difference		Fair Value Carrying Amount		Unpaid Principal Balance		Difference
Fair Value Option Elections
Loans held for investment	$	328,746	$	342,150	$	( 13,404 )	$	63,386	$	64,784	$	( 1,398 )	$	51,272	$	52,528	$	( 1,256 )
	$	328,746	$	342,150	$	( 13,404 )	$	63,386	$	64,784	$	( 1,398 )	$	51,272	$	52,528	$	( 1,256 )

The following table presents the net gains (losses) from changes in fair value.


	Three Months Ended September 30,				Nine Months Ended September 30,
Gains (Losses) on Loans Accounted for under the Fair Value Option	2025		2024		2025		2024
Loans held for investment	$	( 350 )	$	2,255	$	( 302 )	$	2,208
	$	( 350 )	$	2,255	$	( 302 )	$	2,208

The following tables summarize the activity pertaining to loans accounted for under the fair value option:


	Three Months Ended September 30,				Nine Months Ended September 30,
Loans held for investment	2025		2024		2025		2024
Balance at beginning of period	$	303,818	$	363,017	$	328,746	$	388,036
Repurchases	3,054		3,312		12,363		16,125
Fair value changes	( 350 )		2,255		( 302 )		2,208

Settlements	( 26,231 )		( 25,213 )		( 60,516 )		( 62,998 )
Balance at end of period	$	280,291	$	343,371	$	280,291	$	343,371

Non-Recurring Fair Value

The tables below present the recorded amount of assets measured at fair value on a non-recurring basis. The Company has no liabilities recorded at fair value on a non-recurring basis.


September 30, 2025	Total		Level 1		Level 2		Level 3
Collateral-dependent loans	$	15,409	$	—	$	—	$	15,409
Foreclosed assets	8,932		—		—		8,932
Total assets at fair value	$	24,341	$	—	$	—	$	24,341


December 31, 2024	Total		Level 1		Level 2		Level 3
Collateral-dependent loans	$	17,085	$	—	$	—	$	17,085
Foreclosed assets	1,944		—		—		1,944
Total assets at fair value	$	19,029	$	—	$	—	$	19,029

For additional information on the valuation techniques and significant inputs for Level 2 and Level 3 assets that are measured at fair value on a non-recurring basis, see Note 10. Fair Value of Financial Instruments in the Company’s 2024 Form 10-K/A.

Table of Contents

Live Oak Bancshares, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Level 3 Analysis

For Level 3 assets measured at fair value on a recurring or non-recurring basis as of September 30, 2025 and December 31, 2024, the significant unobservable inputs used in the fair value measurements were as follows:


September 30, 2025
Level 3 Assets with Significant Unobservable Inputs	Fair Value		Valuation Technique	Significant Unobservable Inputs	Range		Weighted Average (1)
Recurring fair value
Municipal bond	$	82	Discounted expected cash flows	Discount rate	7.2	%	N/A
				Prepayment speed	5.0	%	N/A


Loans held for investment	$	280,291	Discounted expected cash flows	Loss rate	0.0 % - 8.0 %		1.0	%
				Discount rate	6.9 % - 18.0 %		8.9	%
				Prepayment speed	15.2 % - 30.2 %		17.2	%

Servicing assets	$	62,321	Discounted expected cash flows	Discount rate	13.3	%	13.3	%
				Prepayment speed	11.6 % - 18.8 %		16.1	%
Equity warrant assets	$	6,454	Black-Scholes option pricing model	Volatility	13.1 % - 104.4 %		35.0	%
				Risk-free interest rate	3.8 % - 4.2 %		3.9	%
				Marketability discount	20.0 % - 100.0 %		23.0	%
				Remaining life	2.8 - 11.8 years		5.4 years
Non-recurring fair value
Collateral-dependent loans	$	15,409	Discounted appraisals	Appraisal adjustments (2)	10.0 % - 81.1 %		39.9	%
Foreclosed assets	$	8,932	Discounted appraisals	Appraisal adjustments (2)	10.0 %		10.0	%

Table of Contents

Live Oak Bancshares, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements


December 31, 2024
Level 3 Assets with Significant Unobservable Inputs	Fair Value		Valuation Technique	Significant Unobservable Inputs	Range		Weighted Average (1)
Recurring fair value
Municipal bond	$	83	Discounted expected cash flows	Discount rate	7.2	%	N/A
				Prepayment speed	5.0	%	N/A
Loans held for investment	$	328,746	Discounted expected cash flows	Loss rate	0.0 % - 6.3 %		1.1	%
				Discount rate	7.0 % - 18.0 %		9.2	%
				Prepayment speed	14.3 % - 30.1 %		16.3	%
Servicing assets	$	55,788	Discounted expected cash flows	Discount rate	13.5	%	13.5	%
				Prepayment speed	11.9 % - 18.3 %		15.6	%
Equity warrant assets	$	7,162	Black-Scholes option pricing model	Volatility	13.1 % - 90.0 %		32.1	%
				Risk-free interest rate	4.5 % - 4.6 %		4.5	%
				Marketability discount	10.0 % - 25.0 %		13.8	%
				Remaining life	2.9 - 12 years		4.5 years
Non-recurring fair value
Collateral-dependent loans	$	17,085	Discounted appraisals	Appraisal adjustments (2)	0.0 % - 95.8 %		45.4	%
Foreclosed assets	$	1,944	Discounted appraisals	Appraisal adjustments (2)	10.0	%	10.0	%


(1)			Weighted averages are determined by the relative fair value of the instruments or the relative contribution to the instruments fair value.
(2)			Appraisals may be adjusted by management for customized discounting criteria, estimated sales costs, and other qualitative adjustments.

Estimated Fair Value of Other Financial Instruments

GAAP also requires disclosure of the fair value of financial instruments carried at book value on the Unaudited Condensed Consolidated Balance Sheets.

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Live Oak Bancshares, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The carrying amounts and estimated fair values of the Company’s financial instruments not measured at fair value on a recurring or non-recurring basis are as follows:


September 30, 2025	Carrying Amount		Quoted Price In Active Markets for Identical Assets/Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
Financial assets
Cash and due from banks	$	892,445	$	892,445	$	—	$	—	$	892,445

Certificates of deposit with other banks	250		250		—		—		250
Loans held for sale	360,693		—		—		378,437		378,437
Loans and leases held for investment, net of allowance for credit losses on loans and leases	11,088,827		—		—		11,008,060		11,008,060
Financial liabilities
Deposits	13,290,723		—		12,750,672		—		12,750,672
Borrowings	105,045		—		—		113,776		113,776


December 31, 2024	Carrying Amount		Quoted Price In Active Markets for Identical Assets/Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
Financial assets
Cash and due from banks	$	608,800	$	608,800	$	—	$	—	$	608,800

Certificates of deposit with other banks	250		250		—		—		250
Loans held for sale	346,002		—		—		367,993		367,993
Loans and leases held for investment, net of allowance for credit losses on loans and leases	9,737,112		—		—		9,556,981		9,556,981
Financial liabilities
Deposits	11,760,494		—		11,317,639		—		11,317,639
Borrowings	112,820		—		—		121,026		121,026

Note 10. Commitments and Contingencies

Litigation

In the normal course of business, the Company is involved in various legal proceedings. Management believes that the outcome of such proceedings will not materially affect the financial position, results of operations or cash flows of the Company.

Financial Instruments with Off-Balance-Sheet Risk

The Company is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, credit risk in excess of the amount recognized in the balance sheet.

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Live Oak Bancshares, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as for on-balance-sheet instruments. A summary of the Company’s commitments is as follows:


	September 30, 2025		December 31, 2024
Commitments to extend credit (1) (2)	$	4,278,728	$	3,597,937
Standby letters of credit	9,006		7,365

Total unfunded off-balance-sheet credit risk	$	4,287,734	$	3,605,302


(1)			Includes unfunded overdraft protection.
(2)			Includes $ 1.62 billion and $ 1.20 billion at September 30, 2025 and December 31, 2024, respectively, for which loan commitment letters have been issued. Such letters do not represent a present obligation to extend credit due to the variety of conditions contained in the letters.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the party. Collateral held varies, but may include accounts receivable, inventory, property and equipment, residential real estate and income-producing commercial properties.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Collateral held varies as specified above and is required in instances which the Company deems necessary.

The allowance for off-balance-sheet credit exposures was $ 14.8 million and $ 13.6 million at September 30, 2025 and December 31, 2024, respectively. During the three and nine months ended September 30, 2025, the Company recorded $ 1.9 million and $ 1.2 million in expense related to the allowance for off-balance-sheet credit exposures, respectively. During the three and nine months ended September 30, 2024, the Company recorded $ 1.9 million and $ 7.5 million in expense related to the allowance for off-balance-sheet credit exposures, respectively. Beginning in the second quarter of 2024, this expense was presented in the provision for credit losses. This expense has historically been presented in other expense and that classification remains unchanged for prior periods.

Other Commitments

See Note 4. Investments for unfunded commitments to provide capital contributions for equity fund investments as of September 30, 2025 and December 31, 2024.

Concentrations of Credit Risk

The distribution of commitments to extend credit approximates the distribution of loans outstanding. The Company generally does not have a significant number of credits to any single borrower or group of related borrowers whereby their retained unguaranteed exposure exceeds $ 20.0 million, except for 69 relationships that have a retained unguaranteed exposure of $ 3.04 billion of which $ 2.03 billion of the unguaranteed exposure has been disbursed.

Additionally, the Company has future minimum lease payments receivable under non-cancelable operating leases totaling $ 32.4 million, of which no relationships exceed $ 20.0 million.

The Company from time-to-time may have cash and cash equivalents on deposit with other financial institutions that exceed federally-insured limits.

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Live Oak Bancshares, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Geographic Concentration s

The following table presents the geographic concentration of the Company's loan and lease portfolio at September 30, 2025:


	% of Total
Geographic Regions (1)
Midwest	13.3	%
Northeast	17.1
Southeast	31.6
Southwest	13.7
West	23.7
Non-U.S.	0.6
Total	100.0	%


(1)			Concentrations are stated as a percentage of total unguaranteed loans held for investment. Midwest consists of ND, SD, NE, KS, MN, IA,WI, MO, IL, IN, MI and OH. Northeast consists of MD, DE, PA, NJ, NY, CT, RI, MA, VT, ME and NH. Southeast consists of AR, LA, MS, TN, AL, GA, FL, SC, KY, NC, VA, WV, DC, PR and VI. Southwest consists of AZ, NM, TX and OK. West consists of WA, OR, CA, NV, ID, MT, WY, CO, UT, AK and HI. Non-U.S. includes addressees with foreign domicile. Domicile is determined by the principal resident or business address of the entity.

Note 11. Subsequent Event

On October 21, 2025, Computer Services Inc., (“CSI”) acquired all of the ownership interests in Apiture, Inc. (“Apiture”) that it did not already own (the “Transaction”), including the interest of the Company, pursuant to the previously announced definitive agreement between CSI and Apiture. The Company received initial cash proceeds of $ 67.0 million, and the Transaction resulted in a pre-tax gain of approximately $ 24.0 million which will be included in the Company’s noninterest income for the fourth quarter of 2025.

Table of Conten t s

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following presents management’s discussion and analysis of the financial condition and results of operations of Live Oak Bancshares, Inc. (individually, “Bancshares” and collectively with its subsidiaries including Live Oak Banking Company, the “Company”). This discussion should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this quarterly report on Form 10-Q and with the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2024 (the “2024 Form 10-K/A”). Results of operations for the periods included in this quarterly report on Form 10-Q are not necessarily indicative of results to be obtained during any future period.

Important Note Regarding Forward-Looking Statements

This quarterly report on Form 10-Q contains statements that management believes are forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995.

These statements generally relate to the financial condition, results of operations, plans, objectives, future performance or business of Live Oak Bancshares, Inc. (the “Company”). They usually can be identified by the use of forward-looking terminology, such as “believes,” “expects,” or “are expected to,” “plans,” “projects,” “goals,” “estimates,” “will,” “may,” “should,” “could,” “would,” “continues,” “intends to,” “outlook” or “anticipates,” or variations of these and similar words, or by discussions of strategies that involve risks and uncertainties. You should not place undue reliance on these statements, as they are subject to risks and uncertainties, including but not limited to, those described in this Report. When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements management may make. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information actually known to the Company at the time. Management undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements contained in this Report are based on current expectations, estimates and projections about the Company’s business, management’s beliefs and assumptions made by management. These statements are not guarantees of the Company’s future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements. These risks, uncertainties and assumptions include, without limitation:

• deterioration in the financial condition of borrowers resulting in significant increases in the Company’s provision for credit losses and other adverse impacts to results of operations and financial condition;

• changes in Small Business Administration (“SBA”) rules, regulations and loan products, including specifically the Section 7(a) program, changes in SBA standard operating procedures or changes to the status of Live Oak Banking Company (the “Bank”) as an SBA Preferred Lender;

• changes in rules, regulations or procedures for other government loan programs, including those of the United States Department of Agriculture (“USDA”);

• changes in interest rates that affect the level and composition of deposits, loan demand and the values of loan collateral, securities, and interest sensitive assets and liabilities;

• the failure of assumptions underlying the establishment of reserves for possible credit losses;

• changes in loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments;

• adverse developments in the banking industry highlighted by high-profile bank failures and the potential impact of such developments on customer confidence, liquidity, and regulatory responses to these developments;

• the impacts of any pandemic or public health situation on trade (including supply chains and export levels), travel, employee productivity and other economic activities that may have a destabilizing and negative effect on financial markets, economic activity and customer behavior;

Table of Conten t s

• a reduction in or the termination of the Company’s ability to use the technology-based platform that is critical to the success of the Company’s business model or to develop a next-generation banking platform, including a failure in or a breach of the Company’s operational or security systems or those of its third party service providers;

• the impact of the restatement of the Consolidated Statements of Cash Flows and related notes;

• risks relating to the material weaknesses we identified in our internal control over financial reporting;

• technological risks and developments, including cyber threats, attacks, or events;

• changes in financial market conditions, either internationally, nationally or locally in areas in which the Company conducts operations, including reductions in rates of business formation and growth, demand for the Company’s products and services, commercial and residential real estate development and prices, premiums paid in the secondary market for the sale of loans, and valuation of servicing rights;

• changes in accounting principles, policies, and guidelines applicable to bank holding companies and banking;

• fluctuations in markets for equity, fixed-income, commercial paper and other securities, which could affect availability, market liquidity levels, and pricing;

• the effects of competition from other commercial banks, non-bank lenders, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and mutual funds, and other financial institutions operating in the Company’s market area and elsewhere, including institutions operating regionally, nationally and internationally, together with such competitors offering banking products and services by mail, telephone and the Internet;

• the Company's ability to attract and retain key personnel;

• changes in governmental monetary and fiscal policies as well as other legislative and regulatory changes, including with respect to SBA or USDA lending programs and investment tax credits;

• changes in tariffs and trade barriers, including potential changes in U.S. and international trade policies and the resulting impact on the Company and its customers;

• a deterioration of the credit rating for U.S. long-term sovereign debt, actions that the U.S. government may take to avoid exceeding the debt ceiling, and uncertainties surrounding the debt ceiling and the federal budget;

• changes in political and economic conditions, including any prolonged U.S. government shutdown;

• the impact of heightened regulatory scrutiny of financial products and services, primarily led by the Consumer Financial Protection Bureau and various state agencies;

• the Company's ability to comply with any requirements imposed on it by regulators, and the potential negative consequences that may result;

• operational, compliance and other factors, including conditions in local areas in which the Company conducts business such as inclement weather or a reduction in the availability of services or products for which loan proceeds will be used, that could prevent or delay closing and funding loans before they can be sold in the secondary market;

• the effect of any mergers, acquisitions or other transactions, to which the Company or the Bank may from time to time be a party, including management’s ability to successfully integrate any businesses acquired;

Table of Conten t s

• adverse results, including related fees and expenses, from pending or future lawsuits, government investigations or private actions;

• other risk factors listed from time to time in reports that the Company files with the SEC, including those described under “Risk Factors” in this Report; and

• the Company’s success at managing the risks involved in the foregoing.

Except as otherwise disclosed, forward-looking statements do not reflect: (i) the effect of any acquisitions, divestitures or similar transactions that have not been previously disclosed; (ii) any changes in laws, regulations or regulatory interpretations; or (iii) any change in current dividend or repurchase strategies, in each case after the date as of which such statements are made. All forward-looking statements speak only as of the date on which such statements are made, and the Company undertakes no obligation to update any statement, to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.

Amounts in all tables in Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) have been presented in thousands, except percentage, time period, stock option, share and per share data or where otherwise indicated.

Nature of Operations

Bancshares is a financial holding company and a bank holding company headquartered in Wilmington, North Carolina incorporated under the laws of the state of North Carolina in December 2008. The Company conducts business operations primarily through its commercial bank subsidiary, Live Oak Banking Company (the “Bank”). The Bank was incorporated in February 2008 as a North Carolina-chartered commercial bank. The Bank specializes in providing lending and deposit related services to small businesses nationwide. A significant portion of the loans originated by the Bank are partially guaranteed by the SBA under the 7(a) Loan Program and the U.S. Department of Agriculture’s (“USDA”) Rural Energy for America Program (“REAP”), Water and Environmental Program (“WEP”), Business & Industry (“B&I”) and Community Facilities loan programs. These loans are to small businesses and professionals with what the Bank believes are lower risk characteristics. Industries, or “verticals,” on which the Bank focuses its lending efforts are carefully selected. The Bank also lends more broadly to select borrowers outside of those verticals.

As of September 30, 2025, the Company’s wholly owned material subsidiaries were the Bank, Government Loan Solutions (“GLS”), Live Oak Grove, LLC (“Grove”) and Live Oak Ventures, Inc. (“Live Oak Ventures”). GLS is a management and technology consulting firm that advises and offers solutions and services to participants in the government guaranteed lending sector. GLS primarily provides services in connection with the settlement, accounting, and securitization processes for government guaranteed loans, including loans originated under the SBA 7(a) loan programs and USDA guaranteed loans. The Grove provides Company employees and business visitors with on-site dining at the Company's Wilmington, North Carolina headquarters. Live Oak Ventures’ purpose is investing in businesses that align with the Company's strategic initiative to be a leader in financial technology. Canapi Advisors, LLC (“Canapi Advisors”) was a wholly owned subsidiary providing investment advisory services to a series of funds (the “Canapi Funds”) focused on providing venture capital to new and emerging financial technology companies. During the third quarter of 2024, the Canapi Funds were restructured and Canapi Advisors voluntarily withdrew as an investment advisor to the funds. Canapi Advisors was subsequently dissolved in the fourth quarter of 2024. As of December 31, 2024, Live Oak Ventures consolidated its investment in Synply, Inc. (“Synply”) as a result of its controlling interest in that entity. Synply is a cloud-based technology platform designed to simplify the loan syndication process for financial institutions and discloses the non-controlling interest according to the Company’s consolidation policy.

Table of Conten t s

The Company generates revenue primarily from net interest income and secondarily through origination and sale of government guaranteed loans. Income from the retention of loans is comprised principally of interest income. Income from the sale of loans is comprised of loan servicing revenue and revaluation of related servicing assets along with net gains on sales of loans. Offsetting these revenues are the cost of funding sources, provision for credit losses, any costs related to foreclosed assets and other operating costs such as salaries and employee benefits, travel, professional services, advertising and marketing and tax expense. The Company also has less routinely generated gains and losses arising from its financial technology investments.

Results of Operations

Performance Summary

Three months ended September 30, 2025 compared with three months ended September 30, 2024

For the three months ended September 30, 2025, the Company reported net income attributable to common shareholders of $25.6 million, or $0.55 per diluted share, compared to net income attributable to common shareholders of $13.0 million, or $0.28 per diluted share, for the three months ended September 30, 2024.

The increase in net income was principally due to the following items:

• Increased net interest income of $18.5 million, or 19.1%;

• Provision for credit losses decreased by $12.3 million, or 35.5%, to $22.2 million, compared to $34.5 million for the third quarter of 2024;

• Increased net gains on sales of loans of $4.2 million, or 25.4%, principally the result of higher loan sale volumes in the third quarter of 2025;

Key factors largely offsetting the increase in net income are increased levels of salaries and employee benefits of $8.3 million and income tax expense of $5.3 million.

Nine months ended September 30, 2025 compared with nine months ended September 30, 2024

For the nine months ended September 30, 2025, the Company reported net income attributable to common shareholders of $58.7 million, or $1.28 per diluted share, compared to net income attributable to common shareholders of $67.6 million, or $1.48 per diluted share, for the nine months ended September 30, 2024.

The decrease in net income was largely due to the following items:

• Provision for credit losses increased by $11.8 million, or 18.9%, to $74.5 million, compared to $62.6 million for the first nine months of 2024;

• Management fee income decreased by $7.7 million, or 100.0%, due to the restructuring of the Canapi Funds in the third quarter of 2024;

• Other noninterest income decreased by $14.1 million, or 50.4%, largely related to the combination of a $2.4 million gain from the sale of a building in the third quarter of 2024, $6.7 million gain arising from the sale of one of the Company’s aircraft in the second quarter of 2024 and a $5.7 million first quarter of 2024 gain arising from increased fair value of equity warrant assets;

• Noninterest expense increased by $27.6 million, or 11.9%. This increase was principally comprised of increased levels of salary and employee benefits of $11.9 million, technology expense of $4.8 million, FDIC insurance of $3.0 million and other expense of $3.8 million. The increase in other expense was principally comprised of a $2.8 million loss arising from the early buyout of the Company's sole bioenergy lease;

Table of Conten t s

• Net income tax expense increased by $13.0 million, from $8.4 million in the first nine months of 2024, to $21.4 million for the same period of 2025. This increase was largely the result of an additional $10.6 million in investment tax credits related to the Company's fourth quarter of 2023 renewable energy investment that became eligible for an extra 10% in tax credits in the first quarter of 2024.

Key factors largely offsetting the decrease in net income are increased levels of net interest income of $46.8 million and increased net gains on sales of loans of $18.6 million.

Net Interest Income and Margin

Net interest income represents the difference between the income that the Company earns on interest-earning assets and the cost of interest-bearing liabilities. The Company’s net interest income depends upon the volume of interest-earning assets and interest-bearing liabilities and the interest rates that the Company earns or pays on them, respectively. Net interest income is affected by changes in the amount and mix of interest-earning assets and interest-bearing liabilities, referred to as “volume changes.” It is also affected by changes in yields earned on interest-earning assets and rates paid on interest-bearing deposits and other borrowed funds, referred to as “rate changes.” As a bank without a branch network, the Bank gathers deposits over the Internet and in the community in which it is headquartered. Due to the nature of a branchless bank and the relatively low overhead required for deposit gathering, the rates that the Bank offers are generally above the industry average.

Three months ended September 30, 2025 compared with three months ended September 30, 2024

For the three months ended September 30, 2025, net interest income increased $18.5 million, or 19.1%, to $115.5 million compared to $97.0 million for the three months ended September 30, 2024. This increase was principally due to the growth in the held for investment loan and lease portfolio outpacing growth in interest-bearing liabilities, offset by the decrease in average yield on interest-earning assets outpacing the decrease in average cost of funds. Average interest-earning assets increased by $2.19 billion, or 19.0%, to $13.77 billion for the third quarter of 2025, compared to $11.57 billion for the third quarter of 2024, while the yield on average interest-earning assets decreased 51 basis points to 6.67%. The cost of funds on interest-bearing liabilities for the third quarter of 2025 decreased 49 basis points to 3.68% and the average balance of interest-bearing liabilities increased by $1.81 billion, or 17.0%, over the third quarter of 2024.

As indicated in the rate/volume analysis below, the overall increase discussed above is reflected in increased interest income of $22.5 million outpacing growth in interest expense of $4.0 million for the third quarter of 2025 compared to the third quarter of 2024. The net interest margin remained stable at 3.33% for both the third quarters of 2024 and 2025.

Nine months ended September 30, 2025 compared with nine months ended September 30, 2024

For the nine months ended September 30, 2025, net interest income increased $46.8 million, or 16.8%, to $325.2 million compared to $278.4 million for the nine months ended September 30, 2024. This increase was principally due to the growth in the held for investment loan and lease portfolio outpacing growth in interest-bearing liabilities, offset by the decrease in average yield on interest-earning assets outpacing the decrease in average cost of funds. Average interest-earning assets increased by $2.07 billion, or 18.5%, to $13.30 billion for the nine months ended September 30, 2025, compared to $11.22 billion for the nine months ended September 30, 2024, while the yield on average interest-earning assets decreased 42 basis points to 6.72%. The cost of funds on interest-bearing liabilities for the nine months ended September 30, 2025 decreased 35 basis points to 3.78%, and the average balance of interest-bearing liabilities increased by $1.75 billion, or 16.8%, over the nine months ended September 30, 2024.

The increase in average interest-bearing liabilities was largely driven by funding for significant loan originations and growth as well as maintenance of the Company's target liquidity profile. As indicated in the rate/volume analysis below, the overall increase discussed above is reflected in increased interest income of $69.0 million outpacing growth in interest expense of $22.2 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The net interest margin decreased from 3.31% for the nine months ended September 30, 2024 to 3.27% for the nine months ended September 30, 2025.

Table of Conten t s

In September 2025, the Federal Reserve lowered the federal funds upper target rate by 25 basis points to 4.25%. Subsequently, in October 2025, the Federal Reserve further decreased the federal funds upper target rate by 25 basis points, to 4.00%. The Federal Reserve released its most recent federal funds target rate midpoint projections which implied a decrease of the median Federal Funds rate to 3.6% by the end of 2025 and a decrease of approximately 25 basis points to 3.4% by the end of 2026. There can be no assurance that any further decreases or increases in the Federal Funds rate will occur, and if they do, the amount and timing of actual adjustments are subject to change. See Item 3. Quantitative and Qualitative Disclosures About Market Risk for information about the Company’s sensitivity to interest rates.

Average Balances and Yields. The following table presents information regarding average balances for assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amount of interest expense on average interest-bearing liabilities, and the resulting average yields and costs. The yields and costs for the periods indicated are derived by dividing the income or expense by the average balances for assets or liabilities, respectively, for the periods presented and annualizing that result. Loan fees are included in interest income on loans.


	Three Months Ended September 30,
	2025						2024
	Average Balance		Interest		Average Yield/Rate		Average Balance		Interest		Average Yield/Rate
Interest-earning assets:
Interest-earning balances in other banks	$	701,059	$	7,654	4.33	%	$	519,340	$	7,016	5.37	%

Investment securities	1,418,810		12,175		3.40		1,287,410		9,750		3.01
Loans held for sale	396,084		8,103		8.12		409,902		9,859		9.57
Loans and leases held for investment (1)	11,249,234		203,496		7.18		9,354,522		182,311		7.75
Total interest-earning assets	13,765,187		231,428		6.67		11,571,174		208,936		7.18
Less: Allowance for credit losses on loans and leases	(182,001)						(137,285)
Noninterest-earning assets	530,529						567,098
Total assets	$	14,113,715					$	12,000,987
Interest-bearing liabilities:
Interest-bearing checking	$	366,699	$	4,082	4.42	%	$	350,239	$	4,892	5.56	%
Savings	6,608,380		58,657		3.52		5,043,930		51,516		4.06
Money market accounts	131,756		84		0.25		134,481		190		0.56
Certificates of deposit	5,272,818		51,443		3.87		5,028,830		53,576		4.24
Total deposits	12,379,653		114,266		3.66		10,557,480		110,174		4.15
Borrowings	106,744		1,677		6.23		116,925		1,762		6.00
Total interest-bearing liabilities	12,486,397		115,943		3.68		10,674,405		111,936		4.17
Noninterest-bearing deposits	401,916						237,387
Noninterest-bearing liabilities	63,133						90,079
Shareholders' equity	1,157,893						999,116
Non-controlling interest	4,376						—
Total liabilities and shareholders' equity	$	14,113,715					$	12,000,987
Net interest income and interest rate spread			$	115,485	2.99	%			$	97,000	3.01	%
Net interest margin					3.33	%					3.33	%
Ratio of average interest-earning assets to average interest-bearing liabilities					110.24	%					108.40	%


(1)			Average loan and lease balances include non-accruing loans and leases.

Table of Conten t s


	Nine Months Ended September 30,
	2025						2024
	Average Balance		Interest		Average Yield/Rate		Average Balance		Interest		Average Yield/Rate
Interest-earning assets:
Interest-earning balances in other banks	$	670,453	$	22,177	4.42	%	$	540,109	$	21,861	5.41	%

Investment securities	1,402,659		34,912		3.33		1,264,067		27,923		2.95
Loans held for sale	395,332		24,723		8.36		383,817		27,542		9.59
Loans and leases held for investment (1)	10,830,102		587,005		7.25		9,036,152		522,478		7.72
Total interest-earning assets	13,298,546		668,817		6.72		11,224,145		599,804		7.14
Less: Allowance for credit losses on loans and leases	(177,842)						(133,148)
Noninterest-earning assets	534,702						559,036
Total assets	$	13,655,406					$	11,650,033
Interest-bearing liabilities:
Interest-bearing checking	$	356,115	$	11,980	4.50	%	$	318,387	$	13,342	5.60	%
Savings	6,133,773		166,790		3.64		4,801,008		146,304		4.07
Money market accounts	129,488		297		0.31		129,493		563		0.58
Certificates of deposit	5,408,376		159,467		3.94		5,051,995		157,321		4.16
Total deposits	12,027,752		338,534		3.76		10,300,883		317,530		4.12
Borrowings	109,356		5,045		6.17		87,780		3,843		5.85
Total interest-bearing liabilities	12,137,108		343,579		3.78		10,388,663		321,373		4.13
Noninterest-bearing deposits	373,518						224,708
Noninterest-bearing liabilities	58,546						79,600
Shareholders' equity	1,081,815						957,062
Non-controlling interest	4,419						—
Total liabilities and shareholders' equity	$	13,655,406					$	11,650,033
Net interest income and interest rate spread			$	325,238	2.94	%			$	278,431	3.01	%
Net interest margin					3.27	%					3.31	%
Ratio of average interest-earning assets to average interest-bearing liabilities					109.57	%					108.04	%


(1)			Average loan and lease balances include non-accruing loans and leases.

Table of Conten t s

Rate/Volume Analysis. The following table sets forth the effects of changing rates and volumes on net interest income. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The total column represents the sum of the prior columns. For purposes of this table, increases or decreases attributable to changes in both rate and volume that cannot be segregated have been allocated proportionally based on the changes due to rate and the changes due to volume.


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025 vs. 2024						2025 vs. 2024
	Increase (Decrease) Due to						Increase (Decrease) Due to
	Rate		Volume		Total		Rate		Volume		Total
Interest income:
Interest-earning balances in other banks	$	(1,581)	$	2,219	$	638	$	(4,478)	$	4,794	$	316

Investment securities	1,364		1,061		2,425		3,733		3,256		6,989
Loans held for sale	(1,448)		(308)		(1,756)		(3,592)		773		(2,819)
Loans and leases held for investment	(14,416)		35,601		21,185		(35,954)		100,481		64,527
Total interest income	(16,081)		38,573		22,492		(40,291)		109,304		69,013
Interest expense:
Interest-bearing checking	(1,017)		207		(810)		(2,787)		1,425		(1,362)
Savings	(7,791)		14,932		7,141		(17,941)		38,427		20,486
Money market accounts	(103)		(3)		(106)		(266)		—		(266)
Certificates of deposit	(4,623)		2,490		(2,133)		(8,657)		10,803		2,146
Borrowings	72		(157)		(85)		232		970		1,202
Total interest expense	(13,462)		17,469		4,007		(29,419)		51,625		22,206
Net interest income	$	(2,619)	$	21,104	$	18,485	$	(10,872)	$	57,679	$	46,807

Provision for Credit Losses

The provision for credit losses represents the amount necessary to be charged against the current period’s earnings to maintain the allowance for credit losses (“ACL”) on loans and leases at a level that the Company believes is appropriate in relation to the estimated losses inherent in the loan and lease portfolio. Beginning in the second quarter of 2024, expense related to off-balance sheet credit exposures was also included in the provision for credit losses in response to growth in the amount of loans with applicable off-balance sheet credit risk. See Note 10. Commitments and Contingencies under the subheading Financial Instruments with Off-Balance-Sheet Risk for additional information .

Losses inherent in loan relationships are mitigated if a portion of the loan is guaranteed by the SBA or USDA. Typical SBA 7(a) and USDA guarantees range from 50% to 90% depending on loan size and type, which serve to reduce the risk profile of these loans. The Company believes that its focus on compliance with regulations and guidance from the SBA and USDA are key factors to managing this risk.

For the third quarter of 2025, there was a provision for credit losses of $22.2 million compared to $34.5 million for the same period in 2024, a decrease of $12.3 million. The decrease over the third quarter of 2024 was primarily driven by lower levels of specific reserves required on individually evaluated loans in the third quarter of 2025.

For the nine months ended September 30, 2025, there was a provision for credit losses of $74.5 million compared to $62.6 million for the same period in 2024, an increase of $11.8 million. This increase in provision was principally driven by loan growth and the below discussed charge off impacts amid a challenging macroeconomic environment. Elevated interest rates and inflationary pressures have placed financial strain on some small business and commercial borrowers which resulted in a continued increase in charge-offs.

Loans and leases held for investment at historical cost were $11.27 billion as of September 30, 2025, increasing by $1.79 billion, or 18.8%, compared to September 30, 2024.

Table of Conten t s

Net charge-offs for loans and leases carried at historical cost were $16.8 million, or 0.61% of average quarterly loans and leases held for investment, carried at historical cost, on an annualized basis, for the three months ended September 30, 2025, compared to net charge-offs of $1.7 million, or 0.08%, for the three months ended September 30, 2024, an increase of $15.1 million, or 883.4%. The increase in net charge-offs compared to the third quarter of 2024 was largely concentrated to individually evaluated loans with specific reserves recorded in prior periods. For the nine months ended September 30, 2025, net charge-offs totaled $55.0 million compared to $13.1 million for the nine months ended September 30, 2024 , an increase of $41.9 million , or 319.3% . Net charge-offs are a key element of historical experience in the Company's estimation of the allowance for credit losses on loans and leases.

In addition, nonperforming loans and leases not guaranteed by the SBA or USDA, excluding $6.8 million and $8.7 million accounted for under the fair value option at September 30, 2025 and 2024, respectively, totaled $76.9 million, which was 0.68% of the held for investment loan and lease portfolio carried at historical cost at September 30, 2025, compared to $49.4 million, or 0.52% of loans and leases held for investment carried at historical cost at September 30, 2024.

Noninterest Income

Noninterest income is principally comprised of net gains from the sale of SBA and USDA-guaranteed loans along with loan servicing revenue and related revaluation of the servicing asset. Revenue from the sale of loans depends upon the volume, maturity structure and rates of underlying loans as well as the pricing and availability of funds in the secondary markets prevailing in the period between completed loan funding and closing of sale. In addition, the loan servicing revaluation is significantly impacted by changes in market rates and other underlying assumptions such as prepayment speeds and default rates. Net (loss) gain on loans accounted for under the fair value option is also significantly impacted by changes in market rates, prepayment speeds and inherent credit risk. Other less consistent elements of noninterest income include gains and losses on investments.

The following table shows the components of noninterest income and the dollar and percentage changes for the periods presented.


	Three Months Ended September 30,				2025/2024 Increase (Decrease)
	2025		2024		Amount		Percent
Noninterest income
Loan servicing revenue	$	8,812	$	8,040	$	772	9.6	%
Loan servicing asset revaluation	(4,360)		(4,207)		(153)		(3.6)
Net gains on sales of loans	20,868		16,646		4,222		25.4
Net (loss) gain on loans accounted for under the fair value option	(350)		2,255		(2,605)		(115.5)
Equity method investments (loss) income	(1,470)		(1,393)		(77)		(5.5)
Equity security investments gains, net	18		909		(891)		(98.0)
Lease income	2,179		2,424		(245)		(10.1)
Management fee income	—		1,116		(1,116)		(100.0)
Other noninterest income	4,917		7,142		(2,225)		(31.2)
Total noninterest income	$	30,614	$	32,932	$	(2,318)	(7.0)	%

Table of Conten t s


	Nine Months Ended September 30,				2025/2024 Increase (Decrease)
	2025		2024		Amount		Percent
Noninterest income
Loan servicing revenue	$	25,675	$	23,011	$	2,664	11.6	%
Loan servicing asset revaluation	(12,145)		(9,829)		(2,316)		(23.6)
Net gains on sales of loans	61,157		42,543		18,614		43.8
Net (loss) gain on loans accounted for under the fair value option	(302)		2,208		(2,510)		(113.7)
Equity method investments (loss) income	(6,425)		(8,182)		1,757		21.5
Equity security investments gains, net	1,042		541		501		92.6
Lease income	7,855		7,300		555		7.6
Management fee income	—		7,658		(7,658)		(100.0)
Other noninterest income	13,864		27,938		(14,074)		(50.4)
Total noninterest income	$	90,721	$	93,188	$	(2,467)	(2.6)	%

For the three months ended September 30, 2025, noninterest income decreased by $2.3 million, or 7.0%, compared to the three months ended September 30, 2024. Principal changes when compared with the third quarter of 2024 are a $2.6 million negative change in net gain to net loss on loans accounted for under the fair value option and a $2.2 million decrease in other noninterest income largely related to largely related to the $2.4 million gain from the sale of a building in the third quarter of 2024. Partially offsetting the decrease in noninterest income is higher net gains on sales of loans of $4.2 million.

For the nine months ended September 30, 2025, noninterest income decreased by $2.5 million, or 2.6%, compared to the nine months ended September 30, 2024. Principal changes when compared with the first nine months of 2024 are primarily a result of a $2.3 million increase in loss related to the servicing asset revaluation combined with a $2.5 million negative change in net gain to net loss on loans accounted for under the fair value option, $7.7 million decrease in management fee income discussed above and a $14.1 million decrease in other noninterest income. The previously discussed decrease in noninterest income was largely due to higher income in the first nine months of 2024 related to a $2.4 million gain from the sale of a building, a $6.7 million gain arising from an aircraft sale and a $5.7 million fair value gain in equity warrant assets. Partially offsetting the decrease in total noninterest income over the prior year to date period was higher net gains on sales of loans of $18.6 million combined with $2.7 million in higher levels of loan servicing revenue.

The following tables reflects loan and lease production, sales of guaranteed loans and the aggregate balance in guaranteed loans sold. These components are key drivers of the Company's noninterest income.


	Three months ended September 30,				Three months ended June 30,				Three months ended March 31,
	2025		2024		2025		2024		2025		2024
Amount of loans and leases originated	$	1,648,711	$	1,757,856	$	1,526,592	$	1,171,141	$	1,396,223	$	805,129
Guaranteed portions of loans sold	347,750		266,307		322,317		250,466		266,275		186,654
Outstanding balance of guaranteed loans sold (1)	3,856,253		3,300,524		3,685,981		3,177,629		3,486,533		3,057,641


	Nine Months Ended September 30,				For years ended December 31,
	2025		2024		2024		2023		2022		2021
Amount of loans and leases originated	$	4,571,526	$	3,734,126	$	5,155,244	$	3,946,873	$	4,007,621	$	4,480,725
Guaranteed portions of loans sold	936,342		703,427		980,973		877,551		580,889		668,462
Outstanding balance of guaranteed loans sold (1)	3,856,253		3,300,524		3,379,477		2,986,959		2,668,110		2,756,915


(1)			This represents the outstanding principal balance of guaranteed loans serviced, as of the last day of the applicable period, which have been sold into the secondary market.

Table of Conten t s

Changes in various components of noninterest income are discussed in more detail below.

Loan Servicing Asset Revaluation: The Company revalues its serviced loan portfolio at least quarterly. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as adequate compensation for servicing, the discount rate, the custodial earnings rate, ancillary income, prepayment speeds and default rates and losses, with prepayment speed and discount rate being the most sensitive assumptions. For the three months ended September 30, 2025, there was a net loss on loan servicing asset revaluation of $4.4 million, compared to a net loss of $4.2 million for the three months ended September 30, 2024. For the nine months ended September 30, 2025, there was a net loss on loan servicing asset revaluation of $12.1 million compared to a net loss of $9.8 million for the nine months ended September 30, 2024, resulting in a negative comparative year-to-date change of $2.3 million. The decrease in the valuation of the servicing asset compared to the first nine months of 2024 was principally the result of principal paydowns or runoff as well as less favorable market conditions in 2025.

Net Gains on Sales of Loans: For the three months ended September 30, 2025, net gains on sales of loans increased $4.2 million, or 25.4%, compared to the three months ended September 30, 2024. The volume of guaranteed loans sold increased $81.4 million, or 30.6%, for the three months ended September 30, 2025 to $347.8 million from $266.3 million for the three months ended September 30, 2024. For the nine months ended September 30, 2025, net gains on sales of loans increased $18.6 million, or 43.8%, compared to the nine months ended September 30, 2024. For the nine months ended September 30, 2025, the volume of guaranteed loans sold increased $232.9 million, or 33.1%, to $936.3 million from $703.4 million for the nine months ended September 30, 2024. The average net gain on loan sale premium decreased from 107% to 106% in the third quarters of 2024 and 2025, respectively, and increased from 106% to 107% for the nine months ended September 30, 2024 and 2025, respectively. The increase in net gains on sales of loans over the third quarter of 2024 and nine months ended September 30, 2024 was principally related to a higher loan sale volume combined with relatively stable average premiums.

Net (Loss) Gain on Loans Accounted for Under the Fair Value Option: For the three months ended September 30, 2025, the Company had a net loss on loans accounted for under the fair value option of $350 thousand compared to a net gain of $2.3 million for the third quarter of 2024, a negative change of $2.6 million, or 115.5%. For the nine months ended September 30, 2025, the Company had a net loss on loans accounted for under the fair value option of $302 thousand compared to a net gain of $2.2 million for the same period of 2024, a negative change of $2.5 million, or 113.7%. The carrying amount of loans accounted for under the fair value option at September 30, 2025 and 2024 was $280.3 million (all classified as held for investment) and $343.4 million (all classified as held for investment), respectively, a decrease of $63.1 million, or 18.4%. The increased levels of net losses arising from the valuation of loans accounted for under the fair value option for both comparative periods was principally the result of credit downgrades in the derivation of fair value for a portion of the underlying loans.

Table of Conten t s

Noninterest Expense

Noninterest expense comprises all operating costs of the Company, such as employee related costs, travel, professional services, advertising and marketing expenses, exclusive of interest and income tax expense.

The following table shows the components of noninterest expense and the related dollar and percentage changes for the periods presented.


	Three Months Ended September 30,				2025/2024 Increase (Decrease)
	2025		2024		Amount		Percent
Noninterest expense
Salaries and employee benefits	$	52,817	$	44,524	$	8,293	18.6	%
Non-employee expenses:
Travel expense	2,480		2,344		136		5.8
Professional services expense	1,999		3,287		(1,288)		(39.2)
Advertising and marketing expense	1,839		2,473		(634)		(25.6)
Occupancy expense	2,339		2,807		(468)		(16.7)
Technology expense	10,234		9,081		1,153		12.7
Equipment expense	3,320		3,472		(152)		(4.4)
Other loan origination and maintenance expense	4,777		4,872		(95)		(1.9)
Renewable energy tax credit investment impairment	336		115		221		192.2
FDIC insurance	3,643		1,933		1,710		88.5

Other expense	3,501		2,681		820		30.6
Total non-employee expenses	34,468		33,065		1,403		4.2
Total noninterest expense	$	87,285	$	77,589	$	9,696	12.5	%


	Nine Months Ended September 30,				2025/2024 Increase (Decrease)
	2025		2024		Amount		Percent
Noninterest expense
Salaries and employee benefits	$	149,962	$	138,054	$	11,908	8.6	%
Non-employee expenses:
Travel expense	7,851		7,110		741		10.4
Professional services expense	7,897		8,226		(329)		(4.0)
Advertising and marketing expense	9,924		9,169		755		8.2
Occupancy expense	7,445		7,442		3		—
Technology expense	29,551		24,800		4,751		19.2
Equipment expense	10,750		10,057		693		6.9
Other loan origination and maintenance expense	13,552		12,442		1,110		8.9
Renewable energy tax credit investment impairment (recovery)	606		(642)		1,248		194.4
FDIC insurance	10,739		7,782		2,957		38.0

Other expense	12,318		8,542		3,776		44.2
Total non-employee expenses	110,633		94,928		15,705		16.5
Total noninterest expense	$	260,595	$	232,982	$	27,613	11.9	%

Table of Conten t s

Total noninterest expense for the three and nine months ended September 30, 2025, increased $9.7 million, or 12.5%, and increased $27.6 million, or 11.9%, respectively, compared to the same periods in 2024. The changes within noninterest expense for the comparable three and nine month periods was largely driven by various components, as discussed below.

Salaries and employee benefits: Total personnel expense for the three and nine months ended September 30, 2025 increased by $8.3 million, or 18.6%, and increased by $11.9 million, or 8.6%, respectively, compared to the same periods in 2024. The increase over both comparative periods of 2024 is principally related to investment in human resources to support strategic and growth initiatives. Total full-time equivalent employees increased from 999 at September 30, 2024, to 1,029 at September 30, 2025. Salaries and employee benefits expense included $6.0 million and $19.7 million of stock-based compensation for the three and nine months ended September 30, 2025, respectively, compared to $6.7 million and $19.9 million for the three and nine months ended September 30, 2024, respectively. Expenses related to the employee stock purchase program, stock grants, stock option compensation and restricted stock expense are all considered stock-based compensation.

Technology expense : For the nine months ended September 30, 2025, technology expense increased $4.8 million, or 19.2%, compared to the same period in 2024. This increase was primarily related to enhanced investments in the Company’s technology resources.

FDIC insurance: For the nine months ended September 30, 2025, FDIC insurance increased $3.0 million, or 38.0%, compared to the same period in 2024. This decrease is largely the product of the Company’s continued growth combined with increased FDIC assessment rates.

Other expense : For the nine months ended September 30, 2025, other expense increased $3.8 million, or 44.2%, compared to the same period in 2024. The increase was principally driven by a $2.8 million loss arising from the early buyout of the Company's sole bioenergy lease in the second quarter of 2025.

Income Tax Expense

For the three months ended September 30, 2025, income tax expense was $10.1 million compared to income tax expense of $4.8 million in the third quarter of 2024, and the Company’s effective tax rates were 27.6% and 27.0%, respectively. For the nine months ended September 30, 2025, income tax expense was $21.4 million compared to $8.4 million for the nine months ended September 30, 2024, and the Company’s effective tax rates were 26.4% and 11.1%, respectively. The higher level of income tax expense for the third quarter of 2025 as compared to the third quarter of 2024 was largely the result of heightened pretax income during the current period. The higher level of income tax expense for the first nine months of 2025 as compared to the same period in 2024 was largely the result of an additional $10.6 million in tax credits related to the Company's fourth quarter of 2023 renewable energy investment that became eligible for an extra 10% in tax credits in the first quarter of 2024.

Table of Conten t s

Discussion and Analysis of Financial Condition

September 30, 2025 vs. December 31, 2024

Total assets at September 30, 2025 were $14.67 billion, an increase of $1.72 billion, or 13.3%, compared to total assets of $12.94 billion at December 31, 2024. The growth in total assets was principally driven by the following:

• Cash and cash equivalents, comprised of cash and due from banks, combined with investment securities available-for-sale was $2.27 billion at September 30, 2025, an increase of $408.7 million, or 22.0%, compared to $1.86 billion at December 31, 2024. This increase reflects growing deposit levels and net proceeds of a third quarter of 2025 preferred stock issuance, discussed further below, combined with maintenance of the Company's targeted liquidity profile.

• Growth in total loans and leases held for investment and held for sale of $1.34 billion, or 12.6%, during the first nine months of 2025, from $10.58 billion at December 31, 2024, to $11.92 billion at September 30, 2025. This growth was a result of strong origination activity during the first nine months of 2025 of $4.57 billion.

Total deposits were $13.29 billion at September 30, 2025, an increase of $1.53 billion, or 13.0%, from $11.76 billion at December 31, 2024. The increase in total deposits from the prior period was to support growth in the loan and lease portfolio as well as the Company's targeted liquidity levels. At September 30, 2025, the Bank’s total uninsured deposits were approximately $2.19 billion, or 16.3%, of total deposits.

Total shareholders' equity was $1.20 billion at September 30, 2025, an increase of $199.1 million, or 19.8%, from $1.00 billion at December 31, 2024. The increase in total shareholders' equity from the prior period was largely due to $96.3 million in net proceeds from the issuance of preferred stock during the quarter combined with net income of $59.5 million and other comprehensive income of $30.2 million.

Table of Conten t s

Commercial Real Estate

Commercial real estate loans as indicated by the FDIC include loans secured by the following: construction, land development, multifamily property and nonfarm, nonresidential real property. The following table provides information with respect to commercial real estate loans as of September 30, 2025.


	Guaranteed			Unguaranteed			Total (1)
Held for Investment Loans:
Owner Occupied
Small Business Banking	$	1,384,048		$	1,264,232		$	2,648,280

Commercial Banking	18,342			44,634			62,976
Total	1,402,390			1,308,866			2,711,256
Non-Owner Occupied
Small Business Banking	432,111			731,278			1,163,389

Commercial Banking	31,223			1,386,944			1,418,167
Total	463,334			2,118,222			2,581,556
Total Held for Investment Commercial Real Estate	$	1,865,724		$	3,427,088		$	5,292,812
Held for Sale Loans:
Owner Occupied
Small Business Banking	$	67,187		$	—		$	67,187


Total	67,187			—			67,187
Non-Owner Occupied
Small Business Banking	158,827			—			158,827


Total	158,827			—			158,827
Total Held for Sale Commercial Real Estate	$	226,014		$	—		$	226,014
Total Commercial Real Estate Loans	$	2,091,738		$	3,427,088		$	5,518,826
% of Total Commercial Real Estate Loans	37.9		%	62.1		%	100.0		%

(1) Excludes retained loan discount and net deferred costs.

Asset Quality

Management considers asset quality to be of primary importance. A formal loan review function, independent of loan origination, is used to identify and monitor problem loans. This function reports directly to the Risk Committee of the Board of Directors.

Nonperforming Assets

The Bank places loans and leases on nonaccrual status when they become 90 days past due as to principal or interest payments, or prior to that if management has determined based upon current information available to them that the timely collection of principal or interest is not probable. When a loan or lease is placed on nonaccrual status, any interest previously accrued as income but not actually collected is reversed and recorded as a reduction of loan or lease interest and fee income. Typically, collections of interest and principal received on a nonaccrual loan or lease are applied to the outstanding principal as determined at the time of collection of the loan or lease.

Nonperforming assets, including loans measured at fair value, at September 30, 2025 were $530.8 million, which represented a $159.1 million, or 42.8%, increase from December 31, 2024. These nonperforming assets at September 30, 2025 were comprised of $519.8 million in nonaccrual loans and leases and $11.0 million in foreclosed assets. Of the $530.8 million of nonperforming assets, $442.9 million carried a government guarantee, leaving an unguaranteed exposure of $87.9 million in total nonperforming assets at September 30, 2025. This represents a decrease of $3.7 million, or 4.0%, from an unguaranteed exposure of $91.6 million at December 31, 2024.

Table of Conten t s

The following table provides information with respect to nonperforming assets, excluding loans measured at fair value, at the dates indicated.


	September 30, 2025 (1)			December 31, 2024 (1)
Nonaccrual loans and leases:
Total nonperforming loans and leases (all on nonaccrual)	$	456,268		$	304,297

Foreclosed assets	11,024			1,944
Total nonperforming assets	$	467,292		$	306,241
Allowance for credit losses on loans and leases	$	185,700		$	167,516
Total nonperforming loans and leases to total loans and leases held for investment	4.05		%	3.07		%
Total nonperforming loans and leases to total assets	3.17		%	2.41		%
Allowance for credit losses on loans and leases to loans and leases held for investment	1.65		%	1.69		%
Allowance for credit losses on loans and leases to total nonperforming loans and leases	40.70		%	55.05		%

Nonaccrual loans and leases guaranteed by U.S. government:
Total nonperforming loans and leases guaranteed by the U.S government (all on nonaccrual)	$	379,381		$	222,885

Foreclosed assets guaranteed by the U.S. government	8,237			1,753
Total nonperforming assets guaranteed by the U.S. government	$	387,618		$	224,638
Allowance for credit losses on loans and leases	$	185,700		$	167,516
Total nonperforming loans and leases not guaranteed by the U.S. government to total held for investment loans and leases	0.68		%	0.82		%
Total nonperforming loans and leases not guaranteed by the U.S. government to total assets	0.53		%	0.65		%
Allowance for credit losses on loans and leases to total nonperforming loans and leases not guaranteed by the U.S. government	241.52		%	205.76		%


(1)			Excludes loans measured at fair value.

Nonperforming assets, excluding loans measured at fair value, at September 30, 2025 were $467.3 million, which represented a $161.1 million, or 52.6%, increase from December 31, 2024. These nonperforming assets at September 30, 2025 were comprised of $456.3 million in nonaccrual loans and leases and $11.0 million in foreclosed assets. Of the $467.3 million of nonperforming assets, $387.6 million carried a government guarantee, leaving an unguaranteed exposure of $79.7 million in total nonperforming assets at September 30, 2025. This represents a decrease of $1.9 million, or 2.4%, from an unguaranteed exposure of $81.6 million at December 31, 2024.

See the below discussion related to the change in potential problem and individually evaluated loans and leases for management’s overall observations regarding growth in total nonperforming loans and leases.

As a percentage of the Bank’s total capital, nonperforming loans and leases, excluding loans measured at fair value, represented 37.0% at September 30, 2025, compared to 26.7% at December 31, 2024. Adjusting the ratio to include only the unguaranteed portion of nonperforming loans and leases at historical cost to reflect management’s belief that the greater magnitude of risk resides in this portion, the ratios at September 30, 2025 and December 31, 2024 were 6.2% and 7.2%, respectively.

As of September 30, 2025, and December 31, 2024, potential problem (also referred to as criticized) and classified loans and leases, excluding loans measured at fair value, totaled $1.29 billion and $1.04 billion, respectively. The following is a discussion of these loans and leases. Risk Grades 50 through 80 represent the spectrum of criticized and classified loans and leases. For a complete description of the risk grading system, see “Credit Quality Indicators” in Note 3 in the notes to consolidated financial statements in the Company’s 2024 Form 10-K/A. At September 30, 2025 , the portion of criticized and classified loans and leases guaranteed by the SBA or USDA totaled $633.8 million and total portfolio unguaranteed exposure risk was $654.0 million , or 8.2% of total held for investment unguaranteed exposure carried at historical cost. This compares to the December 31, 2024 portion of criticized and classified loans and leases guaranteed by the SBA or USDA which totaled $518.7 million and total portfolio unguaranteed exposure risk was $523.3 million , or 7.8% of total held for investment unguaranteed exposure carried at historical cost .

Table of Conten t s

As of September 30, 2025 and December 31, 2024 , loans and leases carried at historical cost within the following verticals comprise the largest portion of the total potential problem and classified loans and leases:


As of September 30, 2025		As of December 31, 2024
Vertical	% of Criticized and Classified Loans and Leases	Vertical	% of Criticized and Classified Loans and Leases
General Lending	12.3%	General Lending	15.1%
Senior Housing	9.5	Bioenergy	11.1
Bioenergy	7.3	Senior Housing	9.9
Sponsor Finance	6.1	Healthcare	6.9
Healthcare	5.7	Sponsor Finance	5.5
Auto Care	5.6	Wine & Craft Beverage	5.3
Self Storage	5.2	Search Fund Lending	5.0
Search Fund Lending	4.3	Community Facilities	4.8
Solar Energy	4.2	Self Storage	4.6
% of Total Criticized and Classified Loans	60.2%	% of Total Criticized and Classified Loans	68.2%

Of the above listed verticals, Senior Housing, Sponsor Finance, Bioenergy, Solar Energy and Community Facilities are within the Company’s Commercial Banking division , the remainder of the above listed verticals are within the Small Business Banking division. The total $245.9 million increase in potential problem and classified loans and leases in the first nine months of 2025 was comprised of $94.4 million in increased levels of Risk Grade 50 loans and leases, as discussed below and $151.5 million in classified loans. The overall increase in classified loans in the first nine months of 2025 was primarily driven by higher levels of small business and commercial borrowers impacted by the challenging macroeconomic environment . These changes largely reflect the effects of normal growth and isolated borrower performance migrations rather than any systemic credit deterioration. The Company believes that its underwriting and credit quality standards have remained high and continues to consider changing economic conditions as well as the current interest rate environment.

Loans and leases that experience insignificant payment delays and payment shortfalls are generally not individually evaluated for the purpose of estimating the allowance for credit losses. The Bank generally considers an “insignificant period of time” from payment delays to be a period of 90 days or less. The Bank would consider a modification for a customer experiencing what is expected to be a short-term event that has temporarily impacted cash flow. This could be due, among other reasons, to illness, weather, impact from a one-time expense, slower than expected start-up, construction issues or other short-term issues. Credit personnel will review the request to determine if the customer is experiencing financial stress and how the event has impacted the ability of the customer to repay the loan or lease long term. At September 30, 2025, the Company had a total of $80.4 million in loans modified in 2025 to borrowers experiencing financial difficulty, excluding loans measured at fair value, $78.1 million of which remained current and $68.6 million million of which are for an other-than-insignificant payment delay or term extension.

Management endeavors to be proactive in its approach to identify and resolve problem loans and leases and is focused on working with the borrowers and guarantors of these loans and leases to provide loan and lease modifications when warranted. Management implements a proactive approach to identifying and classifying loans and leases as special mention (also referred to as criticized), Risk Grade 50. At September 30, 2025, and December 31, 2024, Risk Grade 50 loans and leases, excluding loans measured at fair value, totaled $624.3 million and $529.9 million, respectively, for an increase of $94.4 million. Relative to total held for investment unguaranteed exposure carried at historical cost at December 31, 2024 and September 30, 2025, unguaranteed Risk Grade 50 loans and leases increased from $357.9 million, or 5.3%, to $442.9 million, or 5.5%, respectively. The increase in unguaranteed Risk Grade 50 loans and leases was primarily driven by higher levels of small business and commercial borrowers impacted by the challenging macroeconomic environment .

Table of Conten t s

The largest year-to-date changes in Risk Grade 50 loans and leases carried at historical cost were within the foll owing verticals :


September 30, 2025 vs. December 31, 2024 Increase (Decrease)
Vertical	$		%
Solar Energy	$	38,124	32.7	%
Sponsor Finance	27,057		23.2
Government Contractors	16,682		14.3
Senior Care	13,170		11.3
Auto Care	12,054		10.3
Senior Housing	10,014		8.6
Hospitality	9,929		8.5
Agriculture	9,040		7.8
Restoration	7,693		6.6
Commercial Real Estate Financing	(7,498)		(6.4)
General Lending	(14,948)		(12.8)
Veterinary	(18,903)		(16.2)
Wine & Craft Beverage	(22,269)		(19.1)
Total of largest changes in Risk Grade 50 loans and leases	$	80,145	68.8%

The change in Risk Grade 50 loans and leases, exclusive of loans measured at fair value, during the first nine months of 2025 was principally confined to 13 verticals, as reflected above. Of the above listed verticals, Solar Energy, Sponsor Finance, Government Contractors, Senior Housing, Hospitality, and Commercial Real Estate Financing are within the Company’s Commercial Banking division and the remainder of the above listed verticals are within the Small Business Banking division.

At September 30, 2025, approximately 99.5% of loans and leases classified as Risk Grade 50 are performing with no relationships having payments past due more than 30 days. While the level of nonperforming assets fluctuates in response to changing economic and market conditions, in light of the relative size and composition of the loan and lease portfolio and management’s degree of success in resolving problem assets, management believes that a proactive approach to early identification and intervention is critical to successfully managing a small business loan portfolio.

Allowance for Credit Losses on Loans and Leases

The ACL of $167.5 million at December 31, 2024, increased by $18.2 million, or 10.9%, to $185.7 million at September 30, 2025. The ACL as a percentage of loans and leases held for investment at historical cost amounted to 1.7% at both December 31, 2024 and September 30, 2025, respectively. The increase in the ACL during the first nine months of 2025 was primarily the result of loan growth and charge off impacts amid a challenging macroeconomic environment, where elevated interest rates and inflationary pressures have placed financial strain on some small business and commercial borrowers. See also the above section captioned “Provision for Credit Losses” in “Results of Operations” for related information.

Table of Conten t s

Actual past due held for in vestment loans and leases, inclusive of loans measured at fair value, have increased by $147.4 million since December 31, 2024. Total loans and leases 90 or more days past due increased $46.0 million, or 18.0%, compared to December 31, 2024. This increase was comprised of a $185 thousand decrease in unguaranteed exposure combined with a $46.2 million increase in the guaranteed portion of past due loans compared to December 31, 2024. At September 30, 2025 and December 31, 2024, total held for investment unguaranteed loans and leases past due as a percentage of total held for investment unguaranteed loans and leases, inclusive of loans measured at fair value, was 1.4% and 1.3%, respectively. Total unguaranteed loans and leases past due were comprised of $103.8 million carried at historical cost, an increase of $26.4 million, and $8.0 million measured at fair value, a decrease of $2.2 million, as of September 30, 2025 compared to December 31, 2024. Management continues to actively monitor and work to improve asset quality. Management believes the ACL of $185.7 million at September 30, 2025 is appropriate in light of the risk inherent in the loan and lease portfolio. Management’s judgments are based on numerous assumptions about current and expected events that it believes to be reasonable, but which may or may not be valid. Accordingly, no assurance can be given that management’s ongoing evaluation of the loan and lease portfolio in light of changing economic conditions and other relevant circumstances will not require significant future additions to the ACL, thus adversely affecting the Company’ s operating results. Additional information on the ACL is presented in Note 5. Loans and Leases Held for Investment and Credit Quality of the Unaudited Condensed Consolidated Financial Statements in this report.

Liquidity Management

Liquidity management refers to the ability to meet day-to-day cash flow requirements based primarily on activity in loan and deposit accounts of the Company’s customers. Liquidity is immediately available from four major sources: (a) cash on hand and on deposit at other banks; (b) the outstanding balance of federal funds sold; (c) the fair value of unpledged investment securities; and (d) availability under lines of credit, FHLB advances and the Federal Reserve Discount Window. A primary tool in the Company's liquidity management process is the utilization of an Outflow Coverage Ratio (“OCR”) model to stress outflows in various scenarios with targeted days of liquidity coverage. The OCR model output is then used by management to ensure adequate liquidity sources are available during those future periods. At September 30, 2025, the total amount of these four liquidity source items was $4.84 billion, or 33.0% of total assets, an increase of 0.6% of total assets from $4.20 billion, or 32.4% of total assets, at December 31, 2024.

Loans and other assets are funded primarily by customer deposits, brokered deposits and loan sales. The Company maintains an investment securities portfolio that is available for both immediate and secondary contingent liquidity purposes, whether via pledging to the Federal Home Loan Bank, Federal Reserve Bank, or through liquidation. Additionally, the Company maintains a guaranteed and unguaranteed loan portfolio that is also a contingent liquidity source, whether via pledging to the Federal Reserve Discount Window or through liquidation.

At September 30, 2025, $ 580.2 million of the investment securities portfolio were pledged for unused borrowing capacity, leaving $793.0 million available to be pledged as collateral.

Contractual Obligations

The Company has entered into significant fixed and determinable contractual obligations for future payments. Other than normal changes in the ordinary course of the Company’s operations, there have been no significant changes in the types of contractual obligations or amounts due since December 31, 2024. See the section titled “Liquidity Management” in Part II, Item 7 of the Company’s 2024 Form 10-K/A for additional discussion of contractual obligations.

Off-Balance Sheet Arrangements

In the normal course of operations, the Company engages in a variety of financial transactions that, in accordance with GAAP, are not recorded in the consolidated financial statements. These transactions involve, to varying degrees, elements of credit, interest rate and liquidity risk. Such transactions are used primarily to manage customers’ requests for funding and take the form of commitments to extend credit and standby letters of credit. For more information, see Note 10. Commitments and Contingencies in the accompanying notes to Unaudited Condensed Consolidated Financial Statements.

Table of Conten t s

Asset/Liability Management and Interest Rate Sensitivity

One of the primary objectives of asset/liability management is to maximize the net interest margin while minimizing the earnings risk associated with changes in interest rates. One method used to manage interest rate sensitivity is to measure the repricing differences, or interest rate gaps, between interest-earning assets and interest-bearing liabilities, across various time periods. As of September 30, 2025, the balance sheet’s total cumulative gap position was 6.3%, meaning that over the entire life of the Company's assets and liabilities, more assets will reprice than liabilities. For further information, see Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The interest rate gap method, however, addresses only the magnitude of asset and liability repricing timing differences as of the report date and does not address earnings, market value, changes in account behaviors based on the interest rate environment, or growth. Therefore, management also uses an earnings simulation model to prepare, on a regular basis, earnings projections based on a range of instantaneous parallel interest rate shocks applied to a static balance sheet and non-parallel interest rate shocks applied to a dynamic balance sheet to measure interest rate risk. As of September 30, 2025, the Company’s interest rate risk profile under the instantaneous parallel interest rate shock scenarios applied to a static balance sheet is moderately asset-sensitive. For more information, see Item 3. Quantitative and Qualitative Disclosures About Market Risk.

An asset-sensitive position means that net interest income will generally move in the same direction as interest rates. For instance, if interest rates increase, net interest income can be expected to increase, and if interest rates decrease, net interest income can be expected to decrease. The Company attempts to mitigate interest rate risk by match funding assets and liabilities with similar rate instruments. Asset/liability sensitivity is primarily derived from the prime-based loans that adjust as the prime interest rate changes, rates on cash accounts that adjust as the federal funds rate changes and the longer duration of indeterminate term deposits. Note that the Company regularly models various forecasted rate projections with non-parallel shifts that are reflective of potential current rate environment outcomes. Under these scenarios, the Company’s interest rate risk profile may increase in asset sensitivity, decrease in asset sensitivity, or depending on the scenario and timing of anticipated rate changes, may transition to a liability-sensitive interest rate risk profile. The Company believes that regular modeling of various interest rate outcomes allows it to assess and manage potential risks from various rate shifts.

Capital

The maintenance of appropriate levels of capital is a management priority and is monitored on a regular basis. The Company’s principal goals related to the maintenance of capital are the following: to provide adequate capital to support the Company’s risk profile consistent with the risk appetite approved by the Board of Directors; to provide financial flexibility to support future growth and client needs; to comply with relevant laws, regulations, and supervisory guidance; to achieve optimal ratings for the Company and its subsidiaries; and to provide a competitive return to shareholders. Management regularly monitors the capital position of the Company on both a consolidated and bank level basis. In this regard, management’s goal is to maintain capital at levels that are in excess of the regulatory “well capitalized” levels. Risk-based capital ratios, which include Tier 1 Capital, Total Capital and Common Equity Tier 1 Capital, are calculated based on regulatory guidance related to the measurement of capital and risk-weighted assets.

Table of Conten t s

Capital amounts and ratios as of September 30, 2025, and December 31, 2024, are presented in the table below.


	Actual				Minimum Capital Requirement				Minimum To Be Well Capitalized Under Prompt Corrective Action Provisions (1)
	Amount		Ratio		Amount		Ratio		Amount		Ratio
Consolidated - September 30, 2025
Common Equity Tier 1 (to Risk-Weighted Assets)	$	1,118,546	10.51	%	$	478,920	4.50	%	N/A		N/A
Total Capital (to Risk-Weighted Assets)	1,348,679		12.67		851,414		8.00		N/A		N/A
Tier 1 Capital (to Risk-Weighted Assets)	1,214,812		11.41		638,560		6.00		N/A		N/A
Tier 1 Capital (to Average Assets)	1,214,812		8.57		566,991		4.00		N/A		N/A
Bank - September 30, 2025
Common Equity Tier 1 (to Risk-Weighted Assets)	$	1,100,069	10.48	%	$	472,318	4.50	%	$	682,237	6.50	%
Total Capital (to Risk-Weighted Assets)	1,232,124		11.74		839,676		8.00		1,049,595		10.00
Tier 1 Capital (to Risk-Weighted Assets)	1,100,069		10.48		629,757		6.00		839,676		8.00
Tier 1 Capital (to Average Assets)	1,100,069		7.81		563,306		4.00		704,133		5.00
Consolidated - December 31, 2024
Common Equity Tier 1 (to Risk-Weighted Assets)	$	1,049,420	11.04	%	$	427,941	4.50	%	N/A		N/A
Total Capital (to Risk-Weighted Assets)	1,169,061		12.29		760,784		8.00		N/A		N/A
Tier 1 Capital (to Risk-Weighted Assets)	1,049,420		11.04		570,588		6.00		N/A		N/A
Tier 1 Capital (to Average Assets)	1,049,420		8.21		511,293		4.00		N/A		N/A
Bank - December 31, 2024
Common Equity Tier 1 (to Risk-Weighted Assets)	$	1,020,820	10.96	%	$	418,992	4.50	%	$	605,210	6.50	%
Total Capital (to Risk-Weighted Assets)	1,138,006		12.22		744,874		8.00		931,093		10.00
Tier 1 Capital (to Risk-Weighted Assets)	1,020,820		10.96		558,656		6.00		744,874		8.00
Tier 1 Capital (to Average Assets)	1,020,820		8.04		507,725		4.00		634,657		5.00


(1)			Prompt corrective action provisions are not applicable at the bank holding company level.

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements in accordance with GAAP requires the Company to make estimates and judgments that affect reported amounts of assets, liabilities, income and expenses and related disclosure of contingent assets and liabilities. The Company bases estimates on historical experience and on various other assumptions that are believed to be reasonable under current circumstances, results of which form the basis for making judgments about the carrying value of certain assets and liabilities that are not readily available from other sources. Estimates are evaluated on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions.

Accounting policies, including those for the Company's critical accounting policies, as described in detail in the Notes to the Company’s Unaudited Condensed Consolidated Financial Statements in this report and in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2024, are an integral part of the Company’s consolidated financial statements. A thorough understanding of these accounting policies is essential when reviewing the Company’s reported results of operations and financial position. The Company’s most critical accounting policy and estimate is listed below. This estimate requires the Company to make difficult, subjective or complex judgments about matters that are inherently uncertain.

• Allowance for credit losses

Changes in this estimate, that are likely to occur from period to period, or the use of different estimates that the Company could have reasonably used in the current period, could have a material impact on the Company’s financial position, results of operations or liquidity.

Table of Conten t s

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest rate risk is a significant market risk and can result from timing and volume differences in the repricing of rate-sensitive assets and liabilities, widening or tightening of credit spreads, changes in the general level of market interest rates and changes in the shape and level of market yield curves. The Company manages the interest rate sensitivity of interest-bearing liabilities and interest-earning assets in an effort to minimize the adverse effects of changes in the interest rate environment. Management of interest rate risk is carried out primarily through strategies involving available-for-sale securities, loan and lease portfolio, and available funding sources.

The Company has an Asset/Liability Committee to communicate, coordinate and control all aspects involving interest rate risk management. The Asset/Liability Committee establishes and monitors the volume, maturities, pricing and mix of assets and funding sources with the objective of managing assets and funding sources to provide results that are consistent with liquidity, growth, risk limits and profitability goals. Adherence to relevant policies is monitored on an ongoing basis by the Asset/Liability Committee.

The Company has a total cumulative gap in interest-earning assets and interest-bearing liabilities of 6.3% as of September 30, 2025, indicating that, overall, assets will reprice before liabilities during the expected life of the instruments. Cumulative gap is a useful measure to monitor balance sheet match-funding, yet economic value of equity and net interest income simulations, discussed below, are more useful in understanding potential impacts to earnings from a change in interest rates.

The matching of assets and liabilities may be analyzed by examining the extent to which such assets and liabilities are “interest rate sensitive.” An asset or liability is said to be interest rate sensitive within a specific time period if it will mature or reprice within that time period. The Company analyzes interest rate sensitivity position to manage the risk associated with interest rate movements through the use of two simulation models: economic value of equity (“EVE”) and net interest income (“NII”) simulations. The EVE simulation provides a long-term view of interest rate risk because it analyzes all of the Company’s future cash flows. EVE is defined as the present value of the Company’s assets, less the present value of its liabilities, adjusted for any off-balance sheet items. The results show a theoretical change in the economic value of shareholders’ equity as interest rates change. The NII simulation provides a short-term view of interest rate risk as it analyzes impact on net interest income over a 12-month and 24-month time horizon. NII simulations are prepared by calculating net interest income in a scenario where interest rates do not change (base case) and then recalculated in scenarios with higher and lower interest rates. The results of each variation are compared against the base case scenario to determine the potential change in earnings.

EVE and NII simulations are completed regularly and presented to the Asset/Liability Committee. The simulations provide an estimate of the impact of changes in interest rates on equity and net interest income under a range of assumptions, and under instantaneous parallel interest rate shocks assuming a static balance sheet. The numerous assumptions used in the simulation process are provided to the Asset/Liability Committee on at least an annual basis. Changes to these assumptions can significantly affect the results of the simulation. The simulation incorporates assumptions regarding the potential timing in the repricing of certain assets and liabilities when market rates change and the changes in spreads between different market rates. The simulation analysis incorporates management’s current assessment of the risk that pricing margins will change adversely over time due to competition or other factors.

Simulation analysis is only an estimate of interest rate risk exposure at a particular point in time. The Company regularly models various forecasted rate projections with non-parallel shifts that are reflective of potential current rate environment outcomes. Under these scenarios, the Company’s interest rate risk profile may increase in asset sensitivity, decrease in asset sensitivity, or depending on the scenario and timing of anticipated rate changes, may transition to a liability sensitive interest rate risk profile. The Company believes that regular modeling of various interest rate outcomes allows it to assess and manage potential risks from various rate shifts.

Table of Conten t s

The table below sets forth an approximation of the Company’s NII sensitivity exposure for the 12-month periods ending September 30, 2026 and 2027, and the Company’s EVE sensitivity at September 30, 2025 under instantaneous parallel interest rate shocks assuming a static balance sheet. The simulation uses projected repricing of assets and liabilities at September 30, 2025, on the basis of contractual maturities, anticipated repayments and scheduled rate adjustments. Critical model assumptions such as loan and investment prepayment rates, deposit decay rates, deposit betas and lags and assumed replacement pricing can have a significant impact on interest income simulation. A static balance sheet is maintained to remove volume considerations and to place the focal point on the rate sensitivity of the Company’s balance sheet. While management believes such assumptions to be reasonable, approximate actual future activity may differ from the results shown below as it will include growth considerations and management actions to mitigate the impacts of changing interest rates on the balance sheet’s earnings profile.


	Estimated Increase/Decrease in Net Interest Income		Estimated Percentage Change in EVE
Basis Point Change in Interest Rates	12 Months Ending September 30, 2026	12 Months Ending September 30, 2027	As of September 30, 2025
+300	15.1 %	11.1 %	(7.7 %)
+200	10.4	7.7	(4.7)
+100	5.2	3.9	(2.1)
-100	(4.6)	(3.6)	1.0
-200	(7.7)	(6.2)	0.9
-300	(9.0)	(7.8)	0.8

Rates are increased instantaneously at the beginning of the projection. Under this instantaneous parallel interest rate shock, with a static balance sheet NII simulation, the Company is moderately asset sensitive in the initial year, as the Company’s large variable rate loan portfolio reprices the full amount of the assumed change in interest rates, while the large retail savings and short-term retail certificates of deposits portfolio will reprice with an assumed beta. The Company is slightly asset sensitive in the second year of the projection due to interest rates increasing or decreasing for the full year, the Company’s loan portfolio continuing to reprice, and also due to the other assumptions used in the analysis as noted previously. Interest rates do not normally move all at once or evenly over time, but management believes that the analysis is useful to understanding the potential direction and magnitude of net interest income changes due to changing interest rates.

The EVE analysis shows that the Company would theoretically lose market value in a rising rate environment. This is largely driven by the Company’s longer asset duration, primarily consisting of investments and loans, versus the shorter duration of its funding portfolio, primarily consisting of retail savings and short-term retail certificates of deposits.

The NII and EVE simulation analysis shown above is only an estimate of interest rate risk exposure at a particular point in time without growth considerations. The Company regularly models various forecasted rate projections with non-parallel shifts that are reflective of potential current rate environment outcomes using the Company’s assumed growth projections. Under these scenarios, the Company’s interest rate risk profile may increase in asset sensitivity, decrease in asset sensitivity, or depending on the scenario and timing of anticipated rate changes, may transition to a liability sensitive interest rate risk profile. Regular, robust modeling of various interest rate outcomes allows the Company to properly assess and manage potential risks from various rate shifts.

Table of Conten t s

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), was carried out under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer as of September 30, 2025, the last day of the period covered by this Quarterly Report. The Company’s Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were not effective as of September 30, 2025, in ensuring that the information required to be disclosed in the reports the Company files or submits under the Exchange Act is (i) accumulated and communicated to management (including the Company’s Chief Executive Officer and Chief Financial Officer) as appropriate to allow timely decisions regarding required disclosures, and (ii) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

The conclusion that disclosure controls and procedures were not effective was due to the presence of material weaknesses in internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) as previously disclosed in Part II, Item 9A of the Company's annual report on Form 10-K/A for the year ended December 31, 2024.

Remediation Plan for Material Weaknesses in Internal Control Over Financial Reporting

In response to the material weaknesses, the Company's remediation status is outlined below:

Loan review process

The Company has implemented changes to its internal control over financial reporting to enhance the control environment and strengthen communication protocols in connection with the loan review process. The Company's remediation efforts have focused on enhanced internal control trainings for individuals responsible for the risk assessment, design, monitoring and documentation of the Company's loan review process and increased reporting to the Company's Risk Committee of the Board of Directors through the Company's independent loan review function.

Cash flow process

The Company is implementing enhancements in preparation and review controls to ensure underlying participation loan information used is complete and accurate, is representative of business activities and is aligned with disclosure requirements. In addition, the Company will provide training specific to the Statement of Cash Flows classification to ensure compliance with GAAP for lending activities, including internal control considerations with a focus on risk assessment, design and monitoring.

As of the date of this filing, the Company's remediation efforts are ongoing and the material weaknesses have not yet been fully remediated. The material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Changes in Internal Control Over Financial Reporting

Other than the implementation of the measures outlined in the remediation plan for the material weaknesses described above, there were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Table of Conten t s

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of operations, the Company is at times involved in legal proceedings. In the opinion of management, as of September 30, 2025, there are no material pending legal proceedings to which the Company or any of its subsidiaries is a party or of which any of their property is the subject.

Item 1A. Risk Factors

There have been no material changes in the Company’s risk factors from those disclosed in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2024, with the exception of the additional risk factor disclosed in the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(c) Rule 10b5-1 Trading Arrangements . As previously disclosed on the Company's Current Report on Form 8-K filed on August 29, 2025, James S. Mahan III , who serves as Chairman and Chief Executive Officer of the Company, entered into a prearranged stock trading plan on August 27, 2025 . Mr. Mahan’s plan provides for the sale of up to 400,000 shares of his holdings of the Company’s voting common stock, no par value per share, in amounts and prices set forth in the plan and terminates on the earlier of the date all shares under the plan are sold or September 15, 2026 . Mr. Mahan entered into the plan as part of his long-term financial and tax planning strategies. The trading plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and the Company’s policies regarding transactions in its securities.

Non-Rule 10b5-1 Trading Arrangements. During the quarter ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted , modified, or terminated a non-Rule 10b5-1 trading arrangement as such terms are defined in Item 408 of Regulation S-K.

Table of Conten t s

Item 6. Exhibits.

Exhibits to this report are listed in the Index to Exhibits section of this report.

INDEX TO EXHIBITS


Exhibit No.						Description of Exhibit

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 8.375% Fixed Rate Series A Non-Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit 3.2 of the Form 8-A, filed on August 4, 2025)
3.3						Amended By laws 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 Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the registration statement on Form S-1, filed on June 19, 2015)
4.2						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 (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K, filed on August 4, 2025)
4.3						Form of Depositary Receipt representing the Depositary Shares (included as Exhibit A to Exhibit 4.2 hereto) (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K, filed on August 4, 2025)
10.1						RSU Award Agreement for Walter J. Phifer* #
31.1						Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2						Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32						Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101						Interactive data files pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024; (ii) Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2025 and 2024; (iii) Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2025 and 2024; (iv) Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024; (v) Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024; and (vi) Notes to Unaudited Condensed Consolidated Financial Statements*
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Indicates a document being filed with this Form 10-Q.

** Furnished herewith. This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Table of Conten t s

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.
	(Registrant)

Date: November 17, 2025	By:	/ s / Walter J. Phifer
		Walter J. Phifer
		Chief Financial Officer

TABLE OF CONTENTS

Part I. Financial Information Item 1. Financial Statements Note 1. Basis Of Presentation Note 2. Recent Accounting Pronouncements Note 3. Earnings Per Share Note 4. Investments Note 5. Loans and Leases Held For Investment and Credit Quality Note 6. Leases Note 7. Servicing Assets Note 8. Borrowings Note 9. Fair Value Of Financial Instruments Note 10. Commitments and Contingencies Note 11. Subsequent Event Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II. Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

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 8.375% Fixed Rate Series A Non-Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit 3.2 of the Form 8-A, filed on August 4, 2025) 3.3 AmendedBy lawsof 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 Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the registration statement on Form S-1, filed on June 19, 2015) 4.2 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 (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K, filed on August 4, 2025) 10.1 RSU Award Agreement for Walter J. Phifer* # 31.1 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 31.2 Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 32 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

LOB 10-Q Quarter ended Sept. 30, 2025

Exhibits