SEC Form 10-K filed by Open Lending Corporation

3/12/26 4:12:08 PM ET

Finance: Consumer Services

Finance

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lpro-20251231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025


☐			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 001-39326

OPEN LENDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

84-5031428

State or other jurisdiction of incorporation or organization

(I.R.S. Employer Identification No.)

1501 S. MoPac Expressway Suite #450

Austin

Texas

78746

(Address of principal executive offices)

(Zip Code)

(512) 892-0400

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

Common stock, par value $0.01 per share

LPRO

The Nasdaq Stock Market LLC

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 ☒ No ☐

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 ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the 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	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of voting stock held by non-affiliates of the registrant on June 30, 2025, based on the closing price of the registrant’s common stock as reported by the Nasdaq, was approximately $198.1 million. Shares of common stock beneficially owned by each executive officer, director and holders of more than 10% of the registrant’s common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of March 6, 2026, the registrant had 117,676,162 outstanding shares of common stock, $0.01 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Selected portions of the Company’s definitive proxy statement for the 2026 annual meeting of stockholders are incorporated by reference into Part III of this Form 10-K.

TABLE OF CONTENTS


			Page
Part I			2
Item 1. Business			3
Item 1A. Risk Factors			8
Item 1B. Unresolved Staff Comments			29
Item 1C. Cybersecurity			29
Item 2. Properties			30
Item 3. Legal Proceedings			30
Item 4. Mine Safety Disclosures			30

Part II			31
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			31
Item 6. [Reserved]			32
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations			33
Item 7A. Quantitative and Qualitative Disclosures About Market Risk			46
Item 8. Financial Statements and Supplementary Data			47
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure			77
Item 9A. Controls and Procedures			77
Item 9B. Other Information			78
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			78

Part III			79
Item 10. Directors, Executive Officers and Corporate Governance			79
Item 11. Executive Compensation			79
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			79
Item 13. Certain Relationships and Related Transactions, and Director Independence			79
Item 14. Principal Accountant Fees and Services			79

Part IV			80
Item 15. Exhibits and Financial Statement Schedules			80
Item 16. Form 10-K Summary			83
Signatures			84

Table of Cont ents

PART I

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (“Annual Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this Annual Report may include, but are not limited to, statements about:

•our financial or operating performance;

•changes in our strategy, future operations, financial position, forecasting model, estimated revenues and losses, projected costs, prospects and plans;

•the turnover in automotive lenders, as well as varying activation rates and volatility in usage of our Lenders ProtectionTM platform (“LPP”) by automotive lenders;

•the impact of macroeconomic conditions and the relative strength of the overall economy, including its effect on unemployment, consumer spending and consumer demand for automotive products;

•the costs of services in absolute dollars and as a percentage of revenue;

•general and administrative expenses, selling and marketing expenses and research and development expenses in absolute dollars and as a percentage of revenue;

•expansion plans and opportunities;

•our compliance with regulatory requirements, including federal and state consumer lending and consumer protection laws;

•the growth in loan volume from our top ten automotive lenders relative to that of other automotive lenders and associated concentration of risks;

•the impact of projected operating cash flows and available cash on hand on our business operations in the future;

•our ability to maintain the listing of our common stock on The Nasdaq Stock Market LLC (“Nasdaq”);

•changes in applicable laws or regulations; and

•applicable taxes, inflation, tariffs, supply chain disruptions, including global hostilities and responses thereto, interest rates and the regulatory environment.

All forward-looking statements are based on information and estimates available to us at the time of this Annual Report. We undertake no obligation to update any forward-looking statements made in this Annual Report to reflect events or circumstances after the date of this Annual Report or to reflect new information or the occurrence of unanticipated events, except as may be required by law.

The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties, and other factors described in Item 1A—Risk Factors and elsewhere in this Annual Report that may cause actual results to differ materially from those expressed or implied by these forward-looking statements. You should not place undue reliance on any forward-looking statements, which are not guarantees of future results.


Period	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions)(1)
October 1 - 31, 2025	—	$	—	—	$	21.0
November 1 - 30, 2025	563,977	$	1.66	563,977	$	20.1
December 1 - 31, 2025	—	$	—	—	$	20.1
Total	563,977			563,977


	Year Ended December 31,
	2025		2024
Certified loans
Credit unions and banks	86,509		87,184
OEM	10,839		23,468
Total certified loans	97,348		110,652

Unit economics
Average program fees per certified loan	$	558	$	515
Average profit share revenue per certified loan	$	298	$	479

Originations
Value of insured loans facilitated (in thousands)	$	2,839,582	$	3,111,753
Average loan size per certified loan	$	29,169	$	28,122

Active lenders
Number of contracts signed with automotive lenders	46		58
Number of active lenders at end of period(1)	450		441


	Loan default rate		Severity of loss		Prepayment rate
Assumption change	10%	(10)%	10%	(10)%	10%	(10)%
Impact on cumulative revenue(1)	(11.3)%	11.5%	(11.2)%	11.2%	(0.4)%	0.4%


			Page


Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)			48



Consolidated Balance Sheets			50

Consolidated Statements of Operations			51

Consolidated Statements of Changes in Stockholders’ Equity			52

Consolidated Statements of Cash Flows			53

Notes to Consolidated Financial Statements			55


			Profit Share Revenue Recognition
Description of the Matter			As described in Note 2 to the consolidated financial statements, management uses forecasts of loan-level earned premiums and insurance claim payments to estimate profit share revenue expected to be received from third-party insurance providers over the life of each loan. Forecasts are driven by management’s projections of prepayment rate, loan default rate and severity of loss. These assumptions are based on the historical performance of the active loan portfolio, prevailing default and prepayment trends, and macroeconomic projections. Auditing management’s estimate of profit share revenue is complex because the recognition involves significant management judgment about expected future consideration to be received from third-party insurance providers over the life of each loan. The significant assumptions used in the estimated variable consideration reflects management’s estimate of future prepayment rates, loan default rates and severity of loss. Changes in those assumptions can have a significant effect on total profit share revenue recognized.
How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's process to estimate the variable consideration recognized as profit share revenue. For example, we tested controls over management’s review of the variable consideration significant assumptions and the historical data utilized in the estimate for future prepayment rates, loan default rates and severity of loss. To test the variable consideration recognized as profit share revenue, we performed audit procedures that included, among others, evaluating the methodology used to develop the significant assumptions, and tested the completeness and accuracy of the historical data used by the Company. We involved subject matter experts to assist in evaluating the appropriateness of the estimation methodology and underlying significant assumptions, including comparing to industry trends, market data and other market participants. We also evaluated the accuracy of management’s assumed profit share revenue from prior periods by comparing to subsequent actual activity.


	December 31,
	2025		2024
Assets
Current assets
Cash and cash equivalents	$	176,614	$	243,164
Restricted cash	11,604		10,760
Accounts receivable, net	3,653		5,055
Current contract assets, net	22,186		9,973
Income tax receivable	3,214		3,558
Other current assets	5,416		3,215
Total current assets	222,687		275,725
Property and equipment, net	458		729
Capitalized software development costs, net	4,046		5,386
Operating lease right-of-use assets, net	3,063		3,878
Contract assets	2,893		5,094

Other assets	3,532		5,556
Total assets	$	236,679	$	296,368
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	446	$	953
Accrued expenses	8,699		5,166

Current portion of debt	7,500		7,500
Third-party claims administration liability	11,706		10,797
Current portion of excess profit share receipts	18,672		19,346
Other current liabilities	2,235		3,490
Total current liabilities	49,258		47,252
Long-term debt, net of deferred financing costs	77,266		132,217
Operating lease liabilities	2,382		3,273
Excess profit share receipts	27,574		28,210
Other liabilities	5,239		7,329
Total liabilities	161,719		218,281
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.01 par value; 10,000,000 shares authorized and none issued and outstanding	—		—
Common stock, $0.01 par value; 550,000,000 shares authorized, 128,198,185 shares issued and 117,660,648 shares outstanding as of December 31, 2025 and 128,198,185 shares issued and 119,350,001 shares outstanding as of December 31, 2024	1,282		1,282
Additional paid-in capital	497,663		502,664
Accumulated deficit	(332,995)		(328,759)
Treasury stock at cost, 10,537,537 shares at December 31, 2025 and 8,848,184 shares at December 31, 2024	(90,990)		(97,100)
Total stockholders’ equity	74,960		78,087
Total liabilities and stockholders’ equity	$	236,679	$	296,368


	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Treasury Stock						Total Stockholders’ Equity
			Shares			Amount			Amount			Amount	Shares	Amount		Amount
Balance at December 31, 2022			128,198	$	1,282		$	499,625		$	(215,819)		(4,552)	$	(72,264)	$	212,824
Share-based compensation			—	—			9,580			—			—	—		9,580
Shares repurchased			—	—			—			—			(5,233)	(37,695)		(37,695)
Restricted stock units issued, net of shares withheld for taxes			—	—			(7,173)			—			407	5,974		(1,199)
Net income			—	—			—			22,070			—	—		22,070
Balance at December 31, 2023			128,198	$	1,282		$	502,032		$	(193,749)		(9,378)	$	(103,985)	$	205,580
Share-based compensation			—	—			8,962			—			—	—		8,962

Restricted stock units issued, net of shares withheld for taxes			—	—			(8,330)			—			530	6,885		(1,445)
Net loss			—	—			—			(135,010)			—	—		(135,010)
Balance at December 31, 2024			128,198	$	1,282		$	502,664		$	(328,759)		(8,848)	$	(97,100)	$	78,087
Share-based compensation			—	—			7,113			—			—	—		7,113
Shares repurchased			—	—			—			—			(2,535)	(4,908)		(4,908)
Restricted stock units issued, net of shares withheld for taxes			—	—			(12,114)			—			845	11,018		(1,096)
Net loss			—	—			—			(4,236)			—	—		(4,236)
Balance at December 31, 2025			128,198	$	1,282		$	497,663		$	(332,995)		(10,538)	$	(90,990)	$	74,960


	Year Ended December 31,
	2024		2023
Risk-free interest rate(1)	5	%	5	%
Volatility rate(2)	62	%	63	%


	Contract Assets
	Profit Share		Program Fee		TPA Fee		Total

	(in thousands)
Balance as of December 31, 2023	$	22,855	$	4,738	$	1,721	$	29,314
Increase of contract assets due to new business generation	52,979		57,350		10,107		120,436
Change in estimates of revenue from performance obligations satisfied in previous periods(1)	(48,546)		—		—		(48,546)
Payables (receivables) transferred from contract assets	5,144		(58,865)		—		(53,721)
Payments received from insurance carriers	(22,834)		—		(9,624)		(32,458)
Provision for expected credit losses	35		6		1		42
Balance as of December 31, 2024	9,633		3,229		2,205		15,067
Increase of contract assets due to new business generation	28,974		54,364		9,528		92,866
Change in estimates of revenue from performance obligations satisfied in previous periods	1,013		—		—		1,013
Payables (receivables) transferred from contract assets	111		(55,125)		—		(55,014)
Payments received from insurance carriers	(16,791)		—		(10,103)		(26,894)
Realized losses reducing profit share payments received (2)	(14,102)		—		—		(14,102)
Transfer from excess profit share receipts liability	12,167		—		—		12,167
Provision for expected credit losses	(24)		—		—		(24)
Balance as of December 31, 2025	$	20,981	$	2,468	$	1,630	$	25,079


	Time-Based Restricted Stock Units
	Number of Awards	Weighted Average Fair Value at Grant Date
Outstanding as of December 31, 2024	2,798,939	$	7.22
Granted	3,078,788	2.01
Vested	(1,194,697)	7.88

Forfeited	(1,199,169)	4.89
Outstanding as of December 31, 2025	3,483,861	$	3.18


	Year Ended December 31,
	2025			2024			$ Change		% Change

	($ in thousands)
Revenue	$	93,217		$	24,024		$	69,193	288	%
Cost of services	21,555			23,855			(2,300)		(10)	%
Gross profit	$	71,662		$	169		$	71,493
Gross margin	77		%	1		%			76	%


	Year Ended December 31,
	2025			2024			$ Change		% Change

	($ in thousands)

Operating expenses
General and administrative	$	53,091		$	43,867		$	9,224	21	%
Selling and marketing	14,800			17,218			(2,418)		(14)	%
Research and development	8,777			4,462			4,315		97	%
Total operating expenses	76,668			65,547			11,121		17	%
Operating loss	$	(5,006)		$	(65,378)		$	60,372	92	%

Operating margin	(5)		%	(272)		%			267	%


	Year Ended December 31,
	2025			2024

	($ in thousands)
Net loss	$	(4,236)		$	(135,010)
Non-GAAP adjustments:
Interest (income) expense, net	345			(773)
Income tax expense (benefit)	(1,133)			70,405
Depreciation and amortization expense	2,410			1,674
Share-based compensation	7,043			8,677
Loss on extinguishment of debt	203			—
Other non-recurring expense(1)	11,000			—
Total adjustments	19,868			79,983
Adjusted EBITDA	$	15,632		$	(55,027)

Adjusted EBITDA margin	17		%	(229)		%


	Year Ended December 31,
	2025		2024		2023
Revenue
Program fees	$	54,340	$	57,040	$	64,092
Profit share	29,362		(43,123)		43,301
Claims administration and other service fees	9,515		10,107		10,067
Total revenue	93,217		24,024		117,460
Cost of services	21,555		23,855		22,282
Gross profit	71,662		169		95,178
Operating expenses
General and administrative	53,091		43,867		43,043
Selling and marketing	14,800		17,218		17,485
Research and development	8,777		4,462		5,575
Total operating expenses	76,668		65,547		66,103
Operating income (loss)	(5,006)		(65,378)		29,075
Interest expense	(9,662)		(11,317)		(10,661)
Interest income	9,317		12,090		10,335
Other income (expense), net	(18)		—		109
Income (loss) before income taxes	(5,369)		(64,605)		28,858
Income tax expense (benefit)	(1,133)		70,405		6,788
Net income (loss)	$	(4,236)	$	(135,010)	$	22,070
Net income (loss) per common share
Basic	$	(0.04)	$	(1.13)	$	0.18
Diluted	$	(0.04)	$	(1.13)	$	0.18
Weighted average common shares outstanding
Basic	118,603		119,180		120,827
Diluted	118,603		119,180		121,475


	Performance-Based Restricted Stock Units
	Number of Awards	Weighted Average Fair Value at Grant Date
Outstanding as of December 31, 2024	697,238	$	7.62


Forfeited	(665,628)	7.70
Outstanding as of December 31, 2025	31,610	$	5.99


	Stock Options
	Number of Awards	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)
Outstanding as of December 31, 2024	122,965	$	33.56	6.0
Granted	5,278,450	2.50

Expired	(27,834)	33.56
Forfeited	(114,379)	2.50
Outstanding as of December 31, 2025	5,259,202	$	3.06	9.2
Vested and expected to vest at December 31, 2025	5,259,202	$	3.06	9.2
Exercisable at December 31, 2025	95,131	$	33.56	5.0


	Unrecognized Expense		Weighted Average Amortization Period (Years)

	(in thousands)
Time-based restricted stock units	$	8,174	2.7
Performance-based restricted stock units	69		1.0
Stock options	8,199		4.1
Total unrecognized share-based compensation expense	$	16,442	3.4


	Total		Fair value measurement as of December 31, 2025
			Level 1		Level 2		Level 3

	(in thousands)
Cash equivalents:
Money market funds	$	151,828	$	151,828	$	—	$	—

Total	$	151,828	$	151,828	$	—	$	—



	(in thousands)
2026	$	1,106
2027	1,142
2028	1,171
2029	241
2030	13
Thereafter	—
Total undiscounted liabilities	3,673
Less: Imputed interest	394
Present value of lease liabilities	$	3,279



	(in thousands)
2026	$	2,000
2027	2,000
Total purchase commitments	$	4,000


Number						Description

3.1						Amended and Restated Certificate of Incorporation of Open Lending Corporation (incorporated by reference to Exhibit 3.1 to Open Lending Corporation’s Current Report on Form 8-K filed June 15, 2020).

3.2						Amended and Restated Bylaws of Open Lending Corporation (incorporated by reference to Exhibit 3.2 to Open Lending Corporation’s Current Report on Form 8-K filed June 15, 2020).

4.1						Description of Registrant’s Securities (incorporated by reference to Exhibit 4.4 to Open Lending Corporation’s Annual Report on Form 10-K filed March 16, 2021).

10.1						Investor Rights Agreement, dated as of June 10, 2020, by and among Nebula Parent Corp., the parties listed as Investors herein, Bregal Sagemount I, L.P., solely for the purposes of Section 8.1, and Open Lending, LLC (incorporated by reference to Exhibit 10.8 to Open Lending Corporation’s Current Report on Form 8-K filed June 15, 2020).

10.2						Credit Agreement, dated as of March 19, 2021, by and among Open Lending Corporation, the Administrative Agent and the financial institutions party thereto as lenders (incorporated by reference to Exhibit 10.1 to Open Lending Corporation’s Current Report on Form 8-K filed March 25, 2021).

10.3						First Amendment to Credit Agreement, dated as of September 9, 2022, by and among Open Lending Corporation as borrower, certain subsidiaries of Open Lending Corporation as guarantors, the financial institutions party thereto as lenders and Wells Fargo Bank, N.A., as administrative agent for the lenders (incorporated by reference to Exhibit 10.1 to Open Lending Corporation’s Current Report on Form 8-K filed September 15, 2022).

10.4						2020 Stock Option and Incentive Plan (i ncorporated by reference to Annex E of Nebula Acquisition Corp.’s Registration Statement on Form S-4 (Reg. No. 333-237264), filed with the SEC on May 20, 2020).

10.5						Form of Restricted Stock Unit A ward Agreement for Non-Employee Directors under the 2020 Stoc k Option and Incentive Plan (incorporated by reference to Exhibit 10.3 to Open Lending Corporation ’s Registration S tatement on Form S-8 (Reg. No. 333-250999), filed with the SEC on November 27, 2020).

10.6						Form of Restricted Stock Unit Award Agreement under the 2020 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.4 to Open Lending Corporation’s Registration Statement on Form S-8 (Reg. No. 333-250999), filed with the SEC on November 27, 2020).

10.7						Form of Incentive Stock Option Agreement under the 2020 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.5 to Open Lending Corporation’s Registration Statement on Form S-8 (Reg. No. 333-250999), filed with the SEC on November 27, 2020).


10.8						Form of Non-Qualified Stock Option Agreement for Non-Employee Directors und er the 2020 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.6 to Open Lending Corporation’s Registration Statement on Form S-8 (Reg. No. 333-250999), filed with the SEC on November 27, 2020).

10.9						Form of Non-Qualified Stock Option Agreement for Company Employees under the 2020 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.7 to Open Lending Corporation’s Registration Statement on Form S-8 (Reg. No. 333-250999), filed with the SEC on November 27, 2020).

10.10						Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.12 to Open Lending Corporation’s Current Report on Form 8-K filed June 15, 2020).

10.11						Form of Officer Indemnification Agreement (incorporated by reference to Exhibit 10.11 to Open Lending Corporation’s Current Report on Form 8-K filed June 15, 2020).

10.12						Employment Agreement by and between the Company and Charles D. Jehl, dated August 28, 2020 (incorporated by reference to Exhibit 10.3 to Open Lending Corporation’s Current Report on Form 8-K filed August 31, 2020).

10.13						First Amendment to Employment Agreement by and between the Company and Charles D. Jehl, dated November 5, 2020 (incorporated by reference to Exhibit 10.3 to Open Lending Corporation's Current Report on Form 8-K filed November 12, 2020).

10.14						Second Amendment to Employment Agreement by and between the Company and Charles D. Jehl, dated March 22, 2024 (incorporated by reference to Exhibit 10.2 to Open Lending Corporation’s Current Report on Form 8-K filed March 25, 2024).

10.15						Amended and Restated Employment Agreement by and between Open Lending Corporation and Charles D. Jehl, dated September 11, 2024 (incorporated by reference to Exhibit 10.1 to Open Lending Corporation’s Current Report on Form 8-K filed September 12, 2024).

10.16						Transition Services Agreement by and between the Company and Charles D. Jehl, dated March 31, 2025 (incorporated by reference to Exhibit 10.2 to Open Lending Corporation ’s Current Report on Form 8-K filed March 31, 2025).

10.17						Employment Agreement by and between Open Lending Corporation and Jessica Buss, dated March 31, 2025 (incorporated by reference to Exhibit 10.1 to Open Lending Corporation’s Current Report on Form 8-K filed March 31, 2025).

10.18						Offer Letter by and between Open Lending Corporation and Michelle Glasl, dated March 31, 2025 (incorporated by reference to Exhibit 10.3 to Open Lending Corporation’s Current Report on Form 8-K filed March 31, 2025).

10.19						Employment Agreement by and between Open Lending Corporation and Massimo Monaco, dated July 21, 2025 (incorporated by reference to Exhibit 10.1 to Open Lending Corporation’s Current Report on Form 8-K filed July 24, 2025).

10.20						Offer Letter by and between the Company and Ben Massey, dated October 6, 2025 (incorporated by reference to Exhibit 10.1 to Open Lending Corporation’s Current Report on Form 8-K filed October 7, 2025).

10.21						Separation Agreement by and between the Company and Matthew R. Roe, dated December 2, 2025 (incorporated by reference to Exhibit 10.1 to Open Lending Corporation ’s Current Report on Form 8-K filed D ecember 5, 2025).

10.22						Senior Executive Cash Incentive Bonus Plan (incorporated by reference to Exhibit 10.4 to Open Lending Corporation's Current Report on Form 8-K filed November 12, 2020).

10.23						Third Amended and Restated Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.15 to Open Lending Corporation’s Annual Report on Form 10 -K filed March 31, 2025 ).

10.24*						Executive Severance and Change in Control Policy.


10.25						Cooperation Agreement, dated as of March 6, 2026 , by and among Open Lending Corporation, Palogic Value Management, L.P., Palogic Value Fund, L.P. an d Palogic Capital Management , LLC (incorpor ated by reference to Exhibit 10.1 to Open Lending Corporation ’s Current Report on Form 8-K filed March 6, 2026).


21.1*						List of Significant Subsidiaries.

23.1*						Consent of Ernst & Young, LLP.

31.1*						Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*						Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**						Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350).



97.1						Open Lending Corporation Clawback Policy (incorporated by reference to Exhibit 97.1 to Open Lending Corporation’s Annual Report on Form 10-K filed February 28, 2024).

101*						The following materials from Open Lending Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language):

						(i) Consolidated Balance Sheets

						(ii) Consolidated Statements of Operations

						(iii) Consolidated Statements of Stockholder’s Equity

						(iv) Consolidated Statements of Cash Flows

						(v) Notes to Consolidated Financial Statements

104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

*						Filed herewith.
**						Furnished herewith.


			OPEN LENDING CORPORATION
			/s/ Jessica Buss
			Jessica Buss
March 12, 2026			Chief Executive Officer (Principal Executive Officer)

SEC Form 10-K filed by Open Lending Corporation

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$LPRO Press Releases

Open Lending Reports Fourth Quarter and Full Year 2025 Financial Results

Open Lending to Announce Fourth Quarter and Full Year 2025 Results on March 12, 2026

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$LPRO Insider Trading

SEC Form 4 filed by Chief Underwriting Officer Sather Matthew

SEC Form 4 filed by General Counsel Massey Ben

SEC Form 4 filed by Chief Operating Officer Glasl Michelle

$LPRO Analyst Ratings

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$LPRO Insider Purchases

Chief Underwriting Officer Sather Matthew bought $60,800 worth of shares (40,000 units at $1.52), increasing direct ownership by 917% to 44,363 units (SEC Form 4)

Chief Executive Officer Buss Jessica E bought $24,996 worth of shares (12,975 units at $1.93), increasing direct ownership by 39% to 46,446 units (SEC Form 4)

$LPRO SEC Filings