Business: Live Oak Bancshares, Inc 8.750% Depositary Shares each representing a 1/40 interest in a share of the Fixed Rate Series B Non-Cumulative Perpetual Preferred Stock, liquidation preference $25 per depositary share, redeemable at the issuer's option on or after 12/15/2031 at $25 per Depositary share plus declared and unpaid dividends, and with no stated maturity.

Non-cumulative distributions of 8.750% per annum ($2.1875 per annum or $0.546875 per quarter) will be paid quarterly on 3/15, 6/15, 9/15 & 12/15 to holders of record on 3/1, 6/1, 9/1 & 12/1 or other record date fixed by the board, not more than 60 days or less than 10 days prior to the payment date (NOTE: the ex-dividend date is the record date).

Dividends paid by this preferred security are eligible for the preferential income tax rate of 15% to a maximum of 20% depending on the holder's tax bracket (and under IRS specified holding restrictions) and are also eligible for the dividends received deduction for corporate holders (see page S-37 of the prospectus for further information).

This security is possibly subject to an early call as a result of the occurrence of a regulatory capital treatment event which no longer allows the company to include the funds originating from this security as Tier 1 capital on their balance sheet (see the prospectus for further information).

This security was not rated by Moody’s or S&P at the time of its IPO. In regard to the payment of distributions and upon liquidation, the preferred shares rank junior to the company's senior debt, equally with other preferreds of the company, and senior to the common shares of the company. See the IPO prospectus for further information on the preferred stock by clicking on the ‘Link to IPO Prospectus’ provided below.