Board
of
Governors
of
the Federal Reserve System
,,••·c·o·•,,
..
•,
. .
FRY-6
0MB
Number 7100-0297
Approval expires November 30, 2025
Page 1
of3
(i
')
Annual Report of Holding
Companies-FR
Y-6
. .
. .
. .
'•
l I\
''
......
Report at the close of business as of the end of fiscal year
This report
is
required
by
law: Section 5(c)(1) of the Bank Holding
Company Act
(12
U.S.C. § 1844(c)(1)); section 10(b)(2) of the
Home Owners' Loan Act
(12
U.S.C. § 1467a(b)(2)); sections 102
(a)(1),
165,
and 618 of the Dodd-Frank Wall Street Reform and
Consumer Protection Act (12 U.S.C. §§ 5311(a)(1), 5365, and
1850a(c)(1)); and sections
B(a)
and
13(a) of the International
Banking Act
of
1978 (12 U.S.C. §§ 3106(a) and 3108(a)). Return
to the appropriate Federal Reserve Bank the original
and
the
number of copies specified.
NOTE:
The
Annual Report
of
Holding Companies must
be
signed
by
one
director of
the
top-tier
holding
company.
This
individual should
also
be
a senior official of
the
top-tier
holding
company.
In
the
event
that
the
top-tier
holding
company
does
not
have
an
individual
who
is
a senior official
and
is
also a
director,
the
chairman
of
the
board must
sign
the
report.
If
the
holding
company
is
an
ESOPIESOT
formed
as
a corporation or
is
an
LLC,
see
the
General
Instructions
for
the
authorized individual
who
must
sign
the
report.
I,
Neil
L.
Underwood
Name
of
the Holding
Company
Director and Official
President/Director
ntle
of
the Holding
Company
Director and Official
attest that the Annual Report
of
Holding Companies (including
the supporting attachments) for this report date has been pre-
pared
in
conformance with the instructions issued
by
the Federal
Reserve System and
are
true
and
correct
to
the best of my
knowledge and belief.
With
respect
to
information regarding individuals contained
in
this
report, the Reporter certifies that it has the authority
to
provide this
information to the Federal Rese,ve,
The
Reporter also certifies
that it has the authority, on behalf
of
each individual,
to
consent or
object,, to public release
of
information regarding that individual.
The
Fe~ral
Reserve may assume,
in
the absence
of
a request for
confide tial tre';!f!J submitted
in
accordance with the Board's
"Rules
eg
aila
y/it
of
Information,"
12
C.F.R. Part 261,
that the ep n i
1i
ual consent
to
public release
of
all
de/ ifs
in
he
po o r ng that individual.
For Federal Reserve Bank Use Only
RSSDID
_______________
_
C.I.
-------
This report form
is,
to be filed by all top-tier bank holding compa-
nies, top-tier savings
and
loan holding companies, and U.S. inter-
mediate holding companies organized under U.S. law, and by
any foreign banking organization that does not meet the require-
ments of and
is
not treated
as
a qualifying foreign banking orga-
nization under Section 211.23 of Regulation K (12 C.F.R. §
211.23). (See page one of the general instructions for more detail
of who must file.) The Federal Reserve may not conduct or spon-
sor, and
an
organization (or a person)
is
not required to respond
to,
an
information collection unless it displays a currently valid
0MB
control number.
Date of Report (top-tier holding company's fiscal year-end):
December 31, 2022
Month/
Day
I Year
Reporter's Name, Street,
and
Mailing Address
Live
Oak
Bancshares,
Inc.
legal
Title
of
Holding
Company
1741
Tiburon
Drive
(Mailing
Address
of
the Holding
Company)
Street/
P.O.
Box
Wilmington
NC
28403
-------
City
State
Zip
Code
Physical
location
(if different from mailing address}
Person to whom questions about this report should be directed:
Amy
Rogers
VP
-
Finance
~-----------
Name
910-550-2322
Area
Code/
Phone
Number/
Extension
Area
Code/
FAX
Number
[email protected]
E-mail
Address
www.liveoakbank.com
Title
Address
{URL)
for
the Holding
Company's
web
page
QaNo
Is
confidential treatment
requested
for
any
portion
of
this
report submission?
.......
,
........
,.
..
,.,,
............
J:YesO
In
accordance
with
the
General
Instructions
for
this
report
(check
only
one),
1.
a letter justifying
this
request
is
being
provided along
with
the
report
...................
..
....
□
2.
a letter justifying
this
request
has
been
provided separately ... 0
NOTE:
lnfom1ation
for
which
confidential
treatment
is
being
requested
must
be
provided
separately
and
labeled
as
"confidential."
Public reporting burden for !his lnfonnalion collect/on Is estimated to vary from 1.3 lo
101
hours
per
response, with an average
of
5.50 hours per response, including lime to gather and
maintain data
In
the required form and lo review Instructions and complete the Information collection. Send comments regarding this burden estimate
or
any other aspect
of
this collection
of
lnformaUon, Including suggestions for reducing \his burden
to;
Secretary, Board
of
Governors
of
the Federal Reserve System, 20th and C Streets, NW, Washington,
DC
20551,
and
to
the Office of Management and Budget, Paperwork Reduc!ion Project [7100-0297), Washington, DC 20503.
12/2022
Report
Item 1: Annual Report to Shareholders
For holding companies not registered with the SEC,
indicate
status
of
Annual
Report
to
Shareholders:
0 is included with the
FR
Y-6 report
0 will be sent under separate cover
0 is not prepared
Checklist
FRY-6
Page2of3
The checklist below is provided
to
assist the holding company
in
filing all the necessary responses and verifying changes from the prior
year to the various report items. The completed checklist should be submitted
wi_th
the report. Please see section A
of
the General
Instructions for additional guidance.
Verification
of
Changes
All
Reporters must respond to the following questions
by
checking the Yes or
No
box below,
as
appropriate.
Did the holding company have changes
to
any reportable
FR
Y-6 items (2a, 2b,
3,
or 4) from the prior year?
lg)
Yes O No
If checked Yes, complete the remaining checklist for Report Items 2a, 2b,
3,
and
4.
For each Report Item, indicate whether there are
changes from the prior year by checking Yes or No below. See section A
of
the General Instructions for additional information.
Report Item 2a: Organization Chart
lg)
Yes O No
If checked Yes, the Reporter must submit the organization chart as specified
in
Report Item 2.a instructions.
Report Item 2b: Domestic Branch Listing
0 Yes
lg)
No
If checked Yes, the Reporter must submit the domestic branch listing as specified
in
Report Item 2.b instructions.
Report Item
3:
Securities Holders
lg)
Yes No
If checked Yes, the Reporter must submit the information as specified
in
Report Item 3 instructions.
Report Item
4:
Insiders
lg)
Yes O No
If checked Yes, the Reporter must submit the information as specified
in
Report Item 4 instructions.
12/2022
Live Oak Bancshares, Inc. Organizational Chart as of 12/31/2022*
Live Oak Bancshares, Inc.
Wilmington, NC
State of Incorporation: NC
Live Oak Grove, LLC
Wilmington, NC
State of Incorporation: NC
100% Non-Managing Member
Live Oak Banking Company
LEI: 549300U0XW6D8HXYE525
Wilmington, NC
State of Incorporation: NC
100% of Common Stock
Live Oak Ventures, Inc.
Wilmington, NC
State of Incorporation: DE
100% of Common Stock
Government Loan Solutions, Inc.
Wilmington, NC
State of Incorporation: NC
100% of Common Stock
1
Canapi Advisors, LLC
Wilmington, NC
State of Incorporation: DE
100% Non-Managing Member
Canapi LOB MM, LLC
Wilmington, NC
State of Incorporation: DE
100% Non-Managing Member
Canapi Ventures LOB SLP, LLC
Wilmington, NC
State of Incorporation: DE
Managing Member
* No entities have an LEI other than Live Oak Banking Company
Canapi Ventures LOB SLP II, LLC
Wilmington, NC
State of Incorporation: DE
Managing Member
[See Page 2]
Live Oak Financial Technologies, LLC
Wilmington, NC
State of Incorporation: DE
100% Non-Managing Member
Kwipped, Inc.
Wilmington, NC
State of Incorporation: NC
(Not reportable on FR Y-10)
FR Y-6
Item 2a.
Organizational Chart
Live Oak Banking Company Organizational Chart as of 12/31/2022*
Live Oak Banking Company
LEI: 549300U0XW6D8HXYE525
Wilmington, NC
State of Incorporation: NC
100% of Common Stock
Live Oak Clean Energy Financing LLC
Wilmington, NC
State of Incorporation: NC
100% Member and Sole Manager
Apiture, Inc.
Wilmington NC
State of Incorporation: DE
40.3% Voting in Common Stock
2
Live Oak Private Wealth, LLC
Wilmington, NC
State of Incorporation: NC
100% Non-Managing Member
Cape Fear Collective
Impact Opportunity 1, LLC
Wilmington, NC
State of Incorporation: NC
98% Non-Managing Member
* No entities have an LEI other than Live Oak Banking Company
Cape Fear Collective
Impact Opportunity 2, LLC
Wilmington, NC
State of Incorporation: NC
32.3% Non-Managing Member
SVA 2021-2 TE HoldCo, LLC
Pewaukee, WI
State of Incorporation: DE
99% Non-Managing Member
Green Sun Tenant LLC
Denver, CO
State of Incorporation: CO
99% Non-Managing Member
Tiburon Land Holdings, LLC
Wilmington, NC
State of Incorporation: NC
100% Non-Managing Member
EG5 CSP1 Holding, LLC
Portland, ME
State of Incorporation: DE
99% Non-Managing Member
FR Y-6
Item 2a.
Organizational Chart
FRY‐6
12/31/2022
Item3.1
Listofindividuals/companiesthatheldvotingsecuritiesof5%ormoreatfiscalyearend:
(1)(a)Name/City,State,Country
(1)(b)Countryof
Citizenshipor
Incorporation
(1)(c)NumberofEachClass
ofVotingSecurities‐All
VotingCommonStock
(1)(c)PercentageofEachClassof
VotingSecurities‐AllVoting
CommonStock
Mahan,IIIJamesS.TrusteeoftheJamesS.Mahan,IIIRevocableTrust
underagreementdatedAugust22,2006*
USA
6,771,682
15.37%
Wilmington,NC,USA
T.RowePriceInvestmentManagement,Inc.**
USA
6,232,708
14.14%
Baltimore,MD,USA
AmeripriseFinancial,Inc.***
USA
2,216,885
5.03%
Minneapolis,MN
TheVanguardGroup****
Malvern,PA,USA
USA
2,449,962
5.56%
Blackrock,Inc.*****
NewYork,NY
USA
2,325,349
5.28%
Item3.2
Listofindividuals/companiesthatheld5%ormorevotingsecuritiesduringtheyearbutnotattheendoftheyear:
(1)(a)Name/City,State,Country
(1)(b)Countryof
Citizenshipor
Incorporation
(1)(c)NumberofEachClass
ofVotingSecurities‐All
VotingCommonStock
(1)(c)PercentageofEachClassof
VotingSecurities‐AllVoting
CommonStock
CapitalResearchGlobalInvestors^
USA
2,435,243
5.53%
LosAngeles,CA,USA
T.RowePriceAssociates,Inc.^^
USA
5,417,048
12.29%
Baltimore,MD,USA
^^AForm13F‐HRfiledasofMarch31,2022byT.RowePriceAssociates,Inc.reportedownershipof5,417,048sharesofvoingcommonstockwithsolevotingpowerover
1,695,081shares.ASchedule13G/AfiledasofJuly31,2022byT.RowePriceAssociates,Inc.reportedbeneficialownershipof15,896sharesofvotingcommonstockwith
solevotingpowerof9,496sharesandsoledispositivepowerover15,896shares.
^ASchedule13G/AfiledonFebruary11,2022,byCapitalResearchGlobalInvestorsreportedhavingsolevotingpower,soledispositivepowerandbeneficialownershipof
2,435,243sharesofvotingcommonstockasofDecember31,2021.ByendofQ12022,reportedsharesdecreased.AForm13F‐HRfiledasofMarch31,2022byCapital
ResearchGlobalInvestorsreportedownershipandsolevotingpowerof925,872sharesofvotingcommonstock.
*Includes3,147,844sharesheldbytheJamesS.MahanIIIRevocableTrustand127,167sharesheldbythe2021PeggyMahanFamilyTrust,overwhichMr.Mahanhassole
investmentandvotingpower.AlsoIncludes3,032,547sharesheldbytheMargueriteD.MahanRevocableTrustand127,167sharesheldbythe2021ChipMahanFamilyand
CharitableTrust.MargueriteD.MahanisthespouseofJamesS.MahanIII.ByvirtueofhisrelationshipwithMargueriteD.Mahan,Mr.Mahanmaybedeemedtoshare
beneficialownershipofthesharesownedbyMrs.Mahan’srevocabletrustandhisfamilyandcharitabletrust.Alsoincludes124,807sharesheldbySaltWaterFund,a
nonprofitcorporationforwhichMr.Mahanservesasadirectorandofficer,and212,150sharesheldbyPeapodII,LLC.
**ASchedule13G/AfiledonFebruary14,2023byT.RowePriceInvestmentManagement,Inc.andT.RowePriceSmall‐CapValueFund,Inc.reportedbeneficialownershipof
6,232,708sharesofvotingcommonstockasofDecember31,2022,with(i)T.RowePriceInvestmentManagement,Inc.havingsolevotingpowerover3,107,642sharesand
soledispositivepowerover6,232,708sharesand(ii)T.RowePriceSmall‐CapValueFund,Inc.havingsolevotingpowerover2,486,936shares.
***ASchedule13G/AfiledonFebruary14,2023,byAmeripriseFinancial,Inc.reportedhavingsharedvotingpowerover1,978,221andshareddispositivepowerover
2,216,885sharesofvotingcommonstockasofDecember31,2022.
****ASchedule13GfiledonFebruary9,2023,byTheVanguardGroupreportedbeneficialownershipof2,449,962sharesofvotingcommonstockasofDecember30,2022,
withsharedvotingpowerover47,645shares,soledispositivepowerover2,370,692shares,andshareddispositivepowerover79,270shares.
****ASchedule13GfiledonFebruary16,2023,byBlackRock,Inc.reportedbeneficialownershipof2,325,349sharesofvotingcommonstockasofDecember31,2022,
withsolevotingpowerover2,278,626sharesandsoledispositivepowerover2,325,349shares.
Report Item 4: Insiders
(1), (2), (3)(a)(b)(c), and 4(a)(b)(c)
Note: See “Legend” below table for abbreviations used for entity names.
Name,
City, State,
Country
Occupation if other
than with Bank
Holding Company
Title & Position
with Bank
Holding
Company
Title & Position
with Subsidiaries
Title & Position
with Other
Businesses
Voting
Shares/Percentage
in
Bank Holding
Company
Percentage of
Voting Shares
in
Subsidiaries
List names of other companies
(includes partnerships) if 25%
or more of voting securities are
held
Tonya W. Bradford
Irvine, CA
USA
Associate Professor of
Marketing at the
University of California,
Irvine
Director
Director – Live Oak
Bank
Associate Professor –
University of California at
Irvine
Partner – Bradford
Consulting, LLC
Director – Tealium Inc.
2,795 / 0.0%
Common Stock
n/a
Bradford Consulting, LLC –
50%
William H. Cameron
Wilmington, NC
USA
Partner and Principal of
Cameron family
businesses
Director
Director – Live Oak
Bank
Director – Canapi
MM
President – Cameron
Management, Inc.
President – Dan Cameron
Family Foundation
(nonprofit)
President – Bayshore
Estates, Inc.
President – TriState
Properties, Inc.
Trustee – GST Exempt
Trust FBO William H.
Cameron
Trustee – William H.
Cameron Revocable Trust
168,446 / 0.4%
Common Stock
(held by William H.
Cameron Revocable
Trust)
470 / 0.0%
Common Stock
(held by WHC GST
Exempt Trust)
30,000 / 0.1%
Options on
Common Stock
0.15% of
Series A
Preferred in
DefenseStorm
Cameron Management, Inc. –
50%
Cameron HR, LLC – 58.34%
Mary Jo Pappas Designs, Inc. –
100%
WHC Holdings LLC – 100%
TriState Properties, Inc. – 100%
Name,
City, State,
Country
Occupation if other
than with Bank
Holding Company
Title & Position
with Bank
Holding
Company
Title & Position
with Subsidiaries
Title & Position
with Other
Businesses
Voting
Shares/Percentage
in
Bank Holding
Company
Percentage of
Voting Shares
in
Subsidiaries
List names of other companies
(includes partnerships) if 25%
or more of voting securities are
held
Trustee – 1986
Grandchildrens Trust
Casey S. Crawford
Marvin, NC
USA
Chief Executive Officer
of Movement Mortgage,
LLC
Director
Director – Live Oak
Bank
Chief Executive Officer of
Movement Mortgage,
LLC
0 / 0.0%
Common Stock
n/a
See Attachment A
Diane B. Glossman
New Hope, PA
USA
Retired Investment
Analyst and Consultant
Director
Director – Live Oak
Bank
Director – Barclays US
LLC
Director – Barclays Bank
of Delaware
Director – Vahanna Tech
Edge Acquisition I Corp.
64,981 / 0.1%
Common Stock
n/a
n/a
Glen F. Hoffsis
Bonita Springs, FL
USA
Special Assistant to the
President of Lincoln
Memorial University
Director
Director – Live Oak
Bank
Trustee – Ross University
Medical Group
111,571 / 0.3%
Common Stock
15,000 / 0.1%
Options on
Common Stock
n/a
n/a
David G. Lucht
Wilmington, NC
USA
Retired Executive Vice
President of Credit
Director
Director – Live Oak
Bank
n/a
15,689/ 0.0%
Common Stock
n/a
n/a
James S. Mahan, III
Wilmington, NC
USA
n/a
Chairman, CEO
and Director
Director, Chairman
and CEO – Live
Oak Bank
Director – Apiture
Director – GLS
Director, Chairman,
CEO and Managing
Director – LOV
CEO – LOCEF
Manager and CEO –
Tiburon
Director and CEO -
LOFT
Manager - LOPW
Director, CEO and
Managing Partner –
Canapi
Chairman and CEO
– Canapi SLP
Chairman and CEO
– Canapi SLP II
Chairman and CEO
– Canapi MM
Director, President – Salt
Water Fund (nonprofit
corporation)
Director – American
Bankers Association
Director – Savana, Inc.
Trustee – James S. Mahan,
III Revocable Trust
Trustee – 2021 Peggy
Mahan Family Trust
3,147,844 / 7.1%
Common Stock
(held by James S.
Mahan Revocable
Trust)
127,167 / 0.3%
Common Stock
(held by Chip
Mahan Family and
Charitable Trust)
3,032,547 / 6.9%
Common Stock
(held by Marguerite
D. Mahan
Revocable Trust)
127,167 / 0.3%
Common Stock
(held by Peggy
Mahan Family
Trust)
124,807 / 0.3%
Common Stock
(held by Salt Water
Fund)
212,150 / 0.5%
Common Stock
(held by Peapod II,
LLC)
1.01% of
Series A
Preferred in
DefenseStorm
Peapod II, LLC – 100% James S.
Mahan III 2012 Grantor Trust
HiFlight LLC – 100% James S.
Mahan III Revocable Trust
Dundee Investment Properties
Inc. – James S. Mahan, III
(50%), Marguerite D. Mahan
(50%)
Murry GP Limited – 100%
Dundee Investment Properties,
Inc.
Murry Thompson Limited
Partnership – Dundee Investment
Properties Inc. (98% LP
interest), Murry GP Limited (1%
GP interest)
Country Clay, LLC - 100%
James S. Mahan III Revocable
Trust
Brickhouse Development, LLC –
James S. Mahan, III 2011
Irrevocable Trust UAD
12/30/2011 FBO Katherine
Mahan Groat (50%), James S.
Mahan, III 2011 Irrevocable
Trust UAD 12/30/2011 FBO
James S. Mahan, IV (50%)
Covey Property, LLC – James S.
Mahan, III 2011
Irrevocable Trust UAD
12/30/2011 FBO Katherine
Mahan Groat (50%), James S.
Mahan, III 2011 Irrevocable
Name,
City, State,
Country
Occupation if other
than with Bank
Holding Company
Title & Position
with Bank
Holding
Company
Title & Position
with Subsidiaries
Title & Position
with Other
Businesses
Voting
Shares/Percentage
in
Bank Holding
Company
Percentage of
Voting Shares
in
Subsidiaries
List names of other companies
(includes partnerships) if 25%
or more of voting securities are
held
Trust UAD 12/30/2011 FBO
James S. Mahan, IV (50%)
Corner R&B, LLC – James S.
Mahan, III 2011 Irrevocable
Trust UAD 12/30/2011 FBO
Katherine Mahan Groat (50%),
James S. Mahan, III 2011
Irrevocable Trust UAD
12/30/2011 FBO James S.
Mahan, IV (50%)
Miltom E. Petty
Burlington, NC
USA
Executive Vice President
– Carolina Hosiery Mills,
Inc.
Director
Director – Live Oak
Bank
Director – Canapi
MM
CFO – Carolina Hosiery
Mills, Inc.
Director – Trust Company
of the South
99,891 / 0.2%
Common Stock
30,000 / 0.1%
Options on
Common Stock
n/a
n/a
Name,
City, State,
Country
Occupation if other
than with Bank
Holding Company
Title & Position
with Bank
Holding
Company
Title & Position
with Subsidiaries
Title & Position
with Other
Businesses
Voting
Shares/Percentage
in
Bank Holding
Company
Percentage of
Voting Shares
in
Subsidiaries
List names of other companies
(includes partnerships) if 25%
or more of voting securities are
held
Neil L. Underwood
Wilmington, NC
USA
n/a
President and
Director
Director – Live Oak
Bank
Director – Apiture
Director, President
& Managing
Director – LOV
President – LOCEF
Director &
President - LOFT
Director – Payrailz
Director, President
and Managing
Director – Canapi
President – Canapi
SLP
President – Canapi
SLP II
President – Canapi
MM
Sole Owner – Underwood
Ventures
Sole Owner – NuEquity
Director – DefenseStorm
Director – Greenlight
Director – Able AI
Director – Notarize
Director – Posh
Director – Asset Class
Limited
Trustee – Neil L.
Underwood Revocable
Trust
1,367,491 / 3.1%
Common Stock
(held by Neil L.
Underwood
Revocable Trust)
50,000 / 0.1%
Common Stock
(held by Linda D.
Underwood
Revocable Trust)
120,641 / 0.3%
Common Stock
(held by Neil L.
Underwood Spousal
Lifetime Access
Trust)
1.01% of
Series A
Preferred in
DefenseStorm
Underwood Ventures – 100%
NuEquity – 100%
Yousef A. Valine
Charlotte, NC
USA
Financial Services
Consultant
Director
Director – Live Oak
Bank
Consultant – First
Horizon
Corporation/TD
Bank Group
Trustee – Valine
Revocable Living Trust
1,500 / 0.0%
Common Stock
(held by Valine
Revocable Living
Trust)
n/a
n/a
Name,
City, State,
Country
Occupation if other
than with Bank
Holding Company
Title & Position
with Bank
Holding
Company
Title & Position
with Subsidiaries
Title & Position
with Other
Businesses
Voting
Shares/Percentage
in
Bank Holding
Company
Percentage of
Voting Shares
in
Subsidiaries
List names of other companies
(includes partnerships) if 25%
or more of voting securities are
held
William L. Williams, III
Wilmington, NC
USA
n/a
Vice Chairman
and Director
Director, Vice
Chairman and EVP
– Live Oak Bank
Director – GLS
EVP – LOCEF
Trustee – William L.
Williams, III Revocable
Trust
Trustee – Elizabeth L.
Williams Revocable Trust
54,975 / 0.1%
Common Stock
(held by William L.
Williams, III
individually)
824,200 / 1.9%
Common Stock
(held by William L.
Williams, III
Revocable Trust)
450,000 / 1.0%
Common Stock
(held by Elizabeth
L. Williams
Revocable Trust)
14,110 / 0.0%
Common Stock
(held by SPoint-
ILM, LLC)
n/a
Medical Park Hotels, LLC –
25%
Billee, LLC – 50%
WLW Family Holdings, LLC –
60%
Evcallee Partners, LLC – 25%
The Beth and Lee Williams
Foundation – 100%
William C. Losch, III
Wilmington, NC
USA
n/a
Chief Financial
Officer & Chief
Banking Officer
CFO – Live Oak
Bank
Director – GLS
Director and CFO –
LOV
CFO – LOCEF
Manager and CFO –
LOPW
n/a
35,205 / 0.1%
Common Stock
n/a
n/a
Name,
City, State,
Country
Occupation if other
than with Bank
Holding Company
Title & Position
with Bank
Holding
Company
Title & Position
with Subsidiaries
Title & Position
with Other
Businesses
Voting
Shares/Percentage
in
Bank Holding
Company
Percentage of
Voting Shares
in
Subsidiaries
List names of other companies
(includes partnerships) if 25%
or more of voting securities are
held
Manager and CFO –
Tiburon
Director and CFO -
LOFT
Director and CFO –
Canapi
CFO – Canapi SLP
CFO – Canapi SLP
II
CFO – Canapi MM
Stephanie A. Mann
Wilmington, NC
USA
n/a
Chief Strategy
Officer
Chief Strategy
Officer - Live Oak
Bank
Senior Vice
President – LOV
Chief Executive
Officer – LOPW
Director – Leyline
Renewable Capital, LLC
Director – Kwipped, Inc.
14,001/ 0.0%
Common Stock
n/a
Sun Runner Advisors, LLC –
100%
Gregory W. Seward
Wilmington, NC
USA
n/a
General Counsel
& Chief Risk
Officer
Chief Risk Officer,
General Counsel
and Corp. Secretary
– Live Oak Bank
General Counsel
and Corp. Secretary
- LOV
n/a
82,112 / 0.2%
Common Stock
16,500 / 0.0%
Options on
Common Stock
n/a
Seaville Properties, LLC – 50%
Name,
City, State,
Country
Occupation if other
than with Bank
Holding Company
Title & Position
with Bank
Holding
Company
Title & Position
with Subsidiaries
Title & Position
with Other
Businesses
Voting
Shares/Percentage
in
Bank Holding
Company
Percentage of
Voting Shares
in
Subsidiaries
List names of other companies
(includes partnerships) if 25%
or more of voting securities are
held
Corp. Secretary –
GLS
General Counsel
and Corp. Secretary
– LOCEF
General Counsel
and Corp. Secretary
– LOPW
General Counsel &
Corporate Secretary
– Tiburon
General Counsel
and Corp. Secretary
- LOFT
General Counsel
and Corp. Secretary
– Canapi
General Counsel
and Corp. Secretary
– Canapi SLP
General Counsel &
Corp. Secretary –
Canapi SLP II
General Counsel
and Corp. Secretary
– Canapi MM
Name,
City, State,
Country
Occupation if other
than with Bank
Holding Company
Title & Position
with Bank
Holding
Company
Title & Position
with Subsidiaries
Title & Position
with Other
Businesses
Voting
Shares/Percentage
in
Bank Holding
Company
Percentage of
Voting Shares
in
Subsidiaries
List names of other companies
(includes partnerships) if 25%
or more of voting securities are
held
Steven J. Smits
Wilmington, NC
USA
n/a
Chief Credit
Officer
CCO – Live Oak
Bank
CCO – LOCEF
Trustee – Steven Joseph
Smits Revocable Trust
U/A
166,966 / 0.4%
Common Stock
(held by Steven
Joseph Smits
Revocable Trust
U/A)
12,503 / 0.0%
Options on
Common Stock
n/a
n/a
Courtney C. Spencer
Leland, NC
USA
n/a
Chief
Experience
Officer
Chief Experience
Officer – Live Oak
Bank
Chief
Administrative
Officer – LOCEF
n/a
6,826 /0.0%
Common Stock
14,000 / 0.0%
Options on
Common Stock
n/a
n/a
J. Wesley Sutherland
Wilmington, NC
USA
n/a
Chief
Accounting
Officer
CAO – Live Oak
Bank
CAO – LOV
CAO – LOCEF
CAO – Tiburon
CAO - LOFT
CAO – Canapi
CAO – Canapi SLP
CAO – Canapi SLP
II
n/a
75,647 / 0.2%
Common Stock
n/a
n/a
Name,
City, State,
Country
Occupation if other
than with Bank
Holding Company
Title & Position
with Bank
Holding
Company
Title & Position
with Subsidiaries
Title & Position
with Other
Businesses
Voting
Shares/Percentage
in
Bank Holding
Company
Percentage of
Voting Shares
in
Subsidiaries
List names of other companies
(includes partnerships) if 25%
or more of voting securities are
held
CAO – Canapi MM
T. Rowe Price
Investment Management,
Inc.
Baltimore, MD
USA*
Money Manager
Principal
Shareholder
n/a
Unknown
6,232,708 / 14.1%
Common Stock
n/a
Unknown
*A Schedule 13G/A filed on February 14, 2023, by T. Rowe Price Investment Management, Inc. and T. Rowe Price Small-Cap Value Fund, Inc. reported beneficial ownership of
6,232,708 shares of voting common stock as of December 31, 2022, with (i) T. Rowe Price Investment Management, Inc. having sole voting power over 3,107,642 shares and
sole dispositive power over 6,232,708 and (ii) T. Rowe Price Small-Cap Value Fund, Inc. having sole voting power over 2,486,936 shares.
Legend:
Able AI = Able AI, Inc.
Apiture = Apiture Inc.
Canapi = Canapi Advisors, LLC
Canapi MM = Canapi LOB MM, LLC
Canapi SLP = Canapi Ventures LOB SLP, LLC
Canapi SLP II = Canapi Ventures LOB SLP II, LLC
DefenseStorm = DefenseStorm, Inc.
GLS = Government Loan Solutions, Inc.
Greenlight = Greenlight Financial Technology, Inc.
Live Oak Bank = Live Oak Banking Company
LOCEF = Live Oak Clean Energy Financing LLC
LOFT = Live Oak Financial Technologies, LLC
LOPW = Live Oak Private Wealth, LLC
LOV = Live Oak Ventures, Inc. (f/k/a Canapi, Inc.)
Notarize = Notarize, Inc.
Posh = Posh Technologies, Inc.
Tiburon = Tiburon Land Holdings, LLC
Attachment A
Name
Percentage of Ownership
Ronald Blue Trust
100%
Eastway Capital Partners
100%
MM PEX LLC
66.70%
Movement Holdings
100%
Movement Employee Fund
GP – Movement Holdings
MM LC LLC
90%
MM RV JV I, LLC
90%
Interest Mortgage, LLC
100% - MM RV JV I, LLC
Movement Joint Ventures
100%
Movement Bank
99%
National Charitable Trust
80.94% - Harris Covenant, Inc.
Abram’s Promise, Inc.
79.30%
Harris Covenant, Inc.
80.94% - National Charitable Trust
Movement Mortgage, LLC
50% - Abram’s Promise, Inc.
50% - Harris Covenant, Inc.
Core Service Partners, LLC
50% - Harris Covenant, Inc.
50% - Abram’s Promise, Inc.
Movement Insurance
100% - Core Service Partners, LLC
Integrated Title
100% - Core Service Partners, LLC
Meridian Title
100% - Core Service Partners, LLC
LKN Title
50% - Core Service Partners, LLC
50% - Fish On the Line, LLC
Clearmark Title
50% - Core Service Partners, LLC
50% - Forward Group Holdings, LLC
Vanquish Land Title, LLC
50% - Core Service Partners,
LLC
Sovereign’s Capital Holdings, LLC
60% - MM SCM
Sovereign’s Capital Management, LLC
100% - Sovereign’s Capital Holdings, LLC
MM SCM AM, LLC
98.33%
New American Ventures, LLC
100%
Movement Asset Management, LLC
100%
Ballantyne Rising, LLC
99% - Michelle Crawford
Capital S ilvertip, LLC
100%
MoveHome Mortgage, LLC
100%
Cary Finance, LLC dba Mortgage 336
38% - Movement Joint Ventures, LLC
CLT Mortgage, LLC
39% - Movement Joint Ventures, LLC
Covenant First Mortgage, LLC
40% - Movement Joint Ventures, LLC
Dockside Mortgage, LLC
40% - Movement Joint Ventures, LLC
Equity Builder Mortgage, LLC
38% - Movement Joint Ventures, LLC
First Country Mortgage, LLC dba Twin State
Lending
38% - Movement Joint Ventures, LLC
First Landing Mortgage, LLC
40% - Movement Joint Ventures, LLC
First Signature Mortgage, LLC
40% - Movement Joint Ventures, LLC
Florida Advantage Mortgage, LLC
40% - Movement Joint Ventures, LLC
Mortgage 205, LLC dba Brik Mortgage
38% - Movement Joint Ventures, LLC
Mortgage 252, LLC dba CEP Mortgage
38% - Movement Joint Ventures, LLC
Mortgage 318, LLC dba Shorehaven
Mortgage
38% - Movement Joint Ventures, LLC
Mortgage 479, LLC dba Olive Branch
Mortgage
44% - Movement Joint Ventures, LLC
Mortgage 704, LLC dba Innovate Coastal
Mortgage
38% - Movement Joint Ventures, LLC
Mortgage 919, LLC
38% - Movement Joint Ventures, LLC
MoveHome Abilene Mortgage, LLC dba
MoveHome Texas Mortgage
46% - Movement Joint Ventures, LLC
MoveHome Celebration Mortgage, LLC
38% - Movement Joint Ventures, LLC
MoveHome Downtown Mortgage, LLC dba
Vertical Plus Mortgage
38% - Movement Joint Ventures, LLC
MoveHome Monroe Mortgage, LLC dba
Standard United Mortgage
38% - Movement Joint Ventures, LLC
MoveHome Mooresville Mortgage, LLC
38% - Movement Joint Ventures, LLC
MoveHome Nevada Mortgage, LLC
38% - Movement Joint Ventures, LLC
MoveHome Ohio Mortgage, LLC
39% - Movement Joint Ventures, LLC
MoveHome Palm Beach Mortgage, LLC dba
MoveHome Georgia Mortgage
38% - Movement Joint Ventures, LLC
MoveHome San Angelo Mortgage, LLC dba
Old Texas Mortgage
43% - Movement Joint Ventures, LLC
MoveHome Southeast Mortgage, LLC
38% - Movement Joint Ventures, LLC
MoveHome Tennessee Mortgage, LLC dba
Woodmont Mortgage
38% - Movement Joint Ventures, LLC
MoveHome University Mortgage, LLC dba
Legacy Peak Mortgage
38% - Movement Joint Ventures, LLC
MoveHome Wilmington Mortgage, LLC
38% - Movement Joint Ventures, LLC
New Eagle Mortgage, LLC
43% - Movement Joint Ventures, LLC
Onward New England Mortgage, LLC
39% - Movement Joint Ventures, LLC
Palm Mortgage, LLC
41% - Movement Joint Ventures, LLC
Process Mortgage, LLC
43% - Movement Joint Ventures, LLC
Project Mortgage, LLC
38% - Movement Joint Ventures, LLC
Rave Mortgage, LLC
43% - Movement Joint Ventures, LLC
RTP Mortgage, LLC
40% - Movement Joint Ventures, LLC
Solutions Mortgage, LLC
38% - Movement Joint Ventures, LLC
System Mortgage, LLC
38% - Movement Joint Ventures, LLC
Torch Mortgage, LLC
43% - Movement Joint Ventures, LLC
Triangle MoveHome Mortgage, LLC
38% - Movement Joint Ventures, LLC
Vivo Mortgage Group, LLC
38% - Movement Joint Ventures, LLC
Waypost Mortgage, LLC
38% - Movement Joint Ventures, LLC
Windsor Home Loans, LLC
43% - Movement Joint Ventures, LLC
DSC RE Holdings, LLC
100%