What the changes say
- Asset growth past $15 billion increases regulatory exposure, while accounting restatements and material weaknesses signal severe reporting controls challenges.
What changed since the prior 10-K
New
- NewRisks Related to Our Business
The deployment and use of artificial intelligence presents risks and challenges that may adversely impact our business
Failure to successfully deploy artificial intelligence and machine learning tools could put us at a competitive disadvantage.
- NewRisks Related to Our Business
We face risks related to the restatement of our financial statements
We are restating financial statements for 2024, 2023, and 2022 due to cash flow statement errors, risking litigation and reputational harm.
- NewRisks Related to Our Securities
The Company’s common stock is subordinate to the Company’s existing and future preferred stock
Our outstanding Series A preferred stock is senior to common stock, blocking common dividends if preferred payments are missed or restricted.
- NewRisks Related to Our Securities
Changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs, may adversely impact our business, financial condition, and results of operations
U.S. trade policies and tariffs could increase our small business customers' costs, reducing their revenue and debt-servicing ability.
Dropped
- DroppedRisks Related to Our Common Stock
Hurricanes or other adverse weather events could disrupt our operations, which could have an adverse effect on our business or results of operations
Reworded
- 56% rewrittenRisks Related to Our Securities
There can be no assurance that we will continue to pay cash dividends on our common stock
Clarified that historical cash dividends apply specifically to holders of common stock.
Was: There can be no assurance that we will continue to pay cash dividends
- 42% rewrittenRisks Related to Our Securities
Future sales of shares of our common stock by existing shareholders could depress the market price of our common stock
Updated common stock share count to 46,049,402 and option/RSU figures as of January 31, 2026.
- 36% rewrittenRisks Related to Our Business
Pandemics, natural disasters (including hurricanes), global climate change, acts of terrorism, social unrest, and global conflicts may have a negative impact on our business and operations
Added hurricanes to the parenthetical list of natural disasters.
Was: Pandemics, natural disasters, global climate change, acts of terrorism and global conflicts may have a negative impact on our business and operations
- 33% rewrittenRisks Related to Our Business
Our investments in financial technology companies and initiatives subject us to material financial, reputational and strategic risks
No substantive changes made to the financial technology investment risk text.
Was: Our investments in financial technology companies and initiatives, including our investment in Apiture, subject us to material financial, reputational and strategic risks
- 29% rewrittenRisks Related to Our Regulatory Environment
Because our total assets exceed $10 billion, we are subject to heightened regulatory requirements, which could have an adverse effect on our financial condition or results of operations
Updated total assets to $15.13 billion for the company and $15.06 billion for the bank as of December 31, 2025, and noted CFPB uncertainty.
- 29% rewrittenRisks Related to Our Securities
Live Oak Bancshares, Inc.’s securities are not insured deposits and may lose value
Broadened the warning from common stock to all company securities regarding lack of FDIC insurance.
Was: Shares of Live Oak Bancshares, Inc.’s common stock are not insured deposits and may lose value
- 24% rewrittenRisks Related to Our Securities
Our risk management framework may not be effective in mitigating risks and/or losses to us
Added a mention that the risk management framework is evolving to handle AI and related technologies.
- 22% rewrittenRisks Related to Our Business
We have identified material weaknesses in our internal control over financial reporting which, if not remediated appropriately or in a timely manner, could result in a loss of investor confidence and adversely impact the trading price of our securities
Changed references from a single material weakness to multiple material weaknesses as of December 31, 2025.
Was: We have identified a material weakness in our internal control over financial reporting which, if not remediated appropriately or in a timely manner, could result in a loss of investor confidence and adversely impact the trading price of our securities
All 47 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business
- 01We may experience increased delinquencies and credit losses, which could have a material adverse effect on our capital, financial condition, and results of operations
- 02SBA lending and other government guaranteed lending is an important part of our business. These lending programs are dependent upon the federal government, and we face specific risks associated with originating SBA and other government guaranteed loans
- 03Pandemics, natural disasters (including hurricanes), global climate change, acts of terrorism, social unrest, and global conflicts may have a negative impact on our business and operations36% rewritten
- 04The deployment and use of artificial intelligence presents risks and challenges that may adversely impact our businessNew
- 05We are dependent upon the use of intellectual property owned by third parties, and any change in our ability to use, or the terms upon which we may use, this intellectual property could have a material adverse effect on our business
- 06We have identified material weaknesses in our internal control over financial reporting which, if not remediated appropriately or in a timely manner, could result in a loss of investor confidence and adversely impact the trading price of our securities22% rewritten
- 07We face risks related to the restatement of our financial statementsNew
- 08The fair value of our investment securities can fluctuate due to factors outside of our control
- 09Our ACL may prove to be insufficient to absorb lifetime losses on loans, leases and off-balance sheet credit exposures
- 10The valuation of our loans measured at fair value is based on estimates and subject to fluctuation based on market conditions and other factors that are beyond our control
- 11The valuation of our servicing rights is based on estimates and subject to fluctuation based on market conditions and other factors that are beyond our control
- 12The recognition of gains on the sale of loans reflects certain assumptions
- 13Our rental equipment is subject to residual value risk upon disposition, and may not sell at the prices or in the quantities we expect
- 14We are subject to liquidity risk in our operations
- 15Changes in the interest rate environment could reduce our net interest income, which could reduce our profitability
- 16The amount of other real estate owned, or OREO, may increase significantly, resulting in additional losses, costs and expenses that will negatively affect our operations
- 17We are subject to environmental liability risk associated with our lending activities
- 18Our use of appraisals in deciding whether to make a loan secured by real property or how to value the loan in the future may not accurately reflect the net value of the collateral that we can realize
- 19We could be subject to losses, regulatory action or reputational harm due to fraudulent and negligent acts on the part of loan applicants, our borrowers, our employees and vendors
- 20New lines of business or new products and services may subject us to additional risks
- 21We are subject to risk in connection with our strategic activities, including acquisitions, joint ventures, partnerships, and investments
- 22Our investments in financial technology companies and initiatives subject us to material financial, reputational and strategic risks33% rewritten
- 23Our investments in other companies may be illiquid
- 24Our investments and/or financings in certain tax-advantaged projects may not generate returns as anticipated and may have an adverse impact on our financial results
- 25Our loan portfolio may be affected by deterioration in real estate markets, including declines in the performance of loans
- 26Deterioration in the commercial soundness of our counterparties could adversely affect us
- 27We have different lending risks than larger, more diversified banks
- 28Insiders have substantial control over us, and this control may limit our shareholders’ ability to influence corporate matters and may delay or prevent a third party from acquiring control over us
Risks Related to Our Regulatory Environment
- 29We are subject to extensive regulation that could limit or restrict our activities
- 30Because our total assets exceed $10 billion, we are subject to heightened regulatory requirements, which could have an adverse effect on our financial condition or results of operations29% rewritten
- 31Our deposit operations are subject to extensive regulation, and we expect additional regulatory requirements to be implemented in the future
- 32Our FDIC deposit insurance premiums and assessments may increase
- 33Adverse developments or concerns affecting the financial services industry or specific financial institutions could adversely affect our financial condition and results of operations
- 34We may incur increased costs to comply with privacy and data security laws and regulations and, to the extent we fail to comply, we could be subject to government enforcement actions, private claims and litigation, adverse publicity, loss of customers, and other negative outcomes
Risks Related to Our Securities
- 35The low trading volume in our common stock may adversely affect your ability to resell shares at prices that you find attractive or at all
- 36Future sales of shares of our common stock by existing shareholders could depress the market price of our common stock42% rewritten
- 37There can be no assurance that we will continue to pay cash dividends on our common stock56% rewritten
- 38The Company’s common stock is subordinate to the Company’s existing and future preferred stockNew
- 39The Company is subject to extensive federal and state banking laws, including the BHCA and federal and state banking regulations, that impact the rights and obligations of owners of our common stock, including, for example, its ability to declare and pay dividends on its common stock
- 40Anti-takeover provisions could adversely affect Live Oak Bancshares, Inc. shareholders
- 41Live Oak Bancshares, Inc.’s securities are not insured deposits and may lose value29% rewritten
- 42We face strong competition from a diverse group of competitors
- 43We rely heavily on our management team and depend on our ability to attract and retain key personnel, and the unexpected loss of any of those personnel could adversely affect our operations
- 44Our risk management framework may not be effective in mitigating risks and/or losses to us24% rewritten
- 45Changes in accounting standards and management’s selection of accounting methods, including assumptions and estimates, could materially impact our financial statements
- 46Our business reputation is important and any damage to it could have a material adverse effect on our business
- 47Changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs, may adversely impact our business, financial condition, and results of operationsNew
Other Live Oak Bancshares 10-Ks
- FY2024 10-K risk factors44 risks
LOB's risk profile is dominated by asset quality, dependence on SBA lending, and valuation risks in investments.
Filed Mar 18, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.