lpro-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended March 31, 2026


☐			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)

Registrant’s telephone number, including area code: (512) 892-0400

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 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 5, 2026, the registrant had 118,217,082 shares of common stock, $0.01 par value per share, outstanding.

OPEN LENDING CORPORATION

FORM 10-Q

TABLE OF CONTENTS


		Page
PART I.	Financial Information	2

Item 1.	Condensed Consolidated Financial Statements (Unaudited)	2

	Condensed Consolidated Balance Sheets	3

	Condensed Consolidated Statements of Operations	4

	Condensed Consolidated Statements of Changes in Stockholders’ Equity	5

	Condensed Consolidated Statements of Cash Flows	6

	Notes to Condensed Consolidated Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	27

Item 4.	Controls and Procedures	28

PART II.	Other Information	29

Item 1.	Legal Proceedings	29

Item 1A.	Risk Factors	29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 3.	Defaults Upon Senior Securities	29

Item 4.	Mine Safety Disclosures	29

Item 5.	Other Information	29

Item 6.	Exhibits	30

SIGNATURES		31


	March 31, 2026		December 31, 2025

Assets
Current assets
Cash and cash equivalents	$	173,308	$	176,614
Restricted cash	11,643		11,604
Accounts receivable, net	4,754		3,653
Current contract assets, net	21,561		22,186
Income tax receivable	1,003		3,214
Other current assets	5,859		5,416
Total current assets	218,128		222,687
Property and equipment, net	399		458
Capitalized software development costs, net	3,816		4,046
Operating lease right-of-use assets, net	2,850		3,063
Contract assets	2,381		2,893

Other assets	3,513		3,532
Total assets	$	231,087	$	236,679
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	543	$	446
Accrued expenses	5,960		8,699

Current portion of debt	7,500		7,500
Third-party claims administration liability	11,677		11,706
Current portion of excess profit share receipts	20,506		18,672
Other current liabilities	2,951		2,235
Total current liabilities	49,137		49,258
Long-term debt, net of deferred financing costs	75,444		77,266
Operating lease liabilities	2,133		2,382
Excess profit share receipts	24,767		27,574
Other liabilities	4,291		5,239
Total liabilities	155,772		161,719
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.01 par value; 10,000,000 shares authorized, none issued and outstanding	—		—
Common stock, $0.01 par value; 550,000,000 shares authorized, 128,198,185 shares issued and 118,217,082 shares outstanding as of March 31, 2026 and 128,198,185 shares issued and 117,660,648 shares outstanding as of December 31, 2025	1,282		1,282
Additional paid-in capital	491,954		497,663
Accumulated deficit	(333,455)		(332,995)
Treasury stock at cost, 9,981,103 shares at March 31, 2026 and 10,537,537 shares at December 31, 2025	(84,466)		(90,990)
Total stockholders’ equity	75,315		74,960
Total liabilities and stockholders’ equity	$	231,087	$	236,679


	Three Months Ended March 31,
	2026		2025
Revenue
Program fees	$	11,374	$	15,210
Profit share	6,950		6,730
Claims administration and other service fees	2,167		2,453
Total revenue	20,491		24,393
Cost of services	4,854		6,084
Gross profit	15,637		18,309
Operating expenses
General and administrative	11,585		10,898
Selling and marketing	2,918		4,382
Research and development	1,767		2,267
Total operating expenses	16,270		17,547
Operating income (loss)	(633)		762
Interest expense	(1,329)		(2,589)
Interest income	1,492		2,500

Income (loss) before income taxes	(470)		673
Income tax expense (benefit)	(10)		56
Net income (loss)	$	(460)	$	617
Net income (loss) per common share
Basic	$	—	$	0.01
Diluted	$	—	$	0.01
Weighted average common shares outstanding
Basic	117,778		119,451
Diluted	117,778		119,629


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Treasury Stock			Total Stockholders’ Equity
	Shares	Amount		Amount		Amount		Shares	Amount		Amount
Balance as of December 31, 2025	128,198	$	1,282	$	497,663	$	(332,995)	(10,538)	$	(90,990)	$	74,960
Share-based compensation	—	—		1,154		—		—	—		1,154
Restricted stock units issued, net of shares withheld for taxes	—	—		(6,863)		—		557	6,524		(339)

Net loss	—	—		—		(460)		—	—		(460)
Balance as of March 31, 2026	128,198	$	1,282	$	491,954	$	(333,455)	(9,981)	$	(84,466)	$	75,315


























	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Treasury Stock			Total Stockholders’ Equity
	Shares	Amount		Amount		Amount		Shares	Amount		Amount
Balance as of December 31, 2024	128,198	$	1,282	$	502,664	$	(328,759)	(8,848)	$	(97,100)	$	78,087
Share-based compensation	—	—		1,883		—		—	—		1,883
Restricted stock units issued, net of shares withheld for taxes	—	—		(6,663)		—		433	5,905		(758)

Net income	—	—		—		617		—	—		617
Balance as of March 31, 2025	128,198	$	1,282	$	497,884	$	(328,142)	(8,415)	$	(91,195)	$	79,829


	Contract Assets
	Profit Share		Program Fees		Claims Administration and Other Service Fees		Total

	(in thousands)
Ending balance as of December 31, 2025	$	20,981	$	2,468	$	1,630	$	25,079
Increase of contract assets due to new business generation	7,652		11,333		2,167		21,152
Change in estimates of revenue from performance obligations satisfied in previous periods	(132)		—		—		(132)
Payables (receivables) transferred from contract assets	131		(11,643)		—		(11,512)
Payments received from insurance carriers	(6,808)		—		(2,287)		(9,095)
Realized losses reducing profit share payments received (1)	(3,257)		—		—		(3,257)
Transfer from excess profit share receipts liability	1,714		—		—		1,714
Provision for expected credit losses	(7)		—		—		(7)
Ending balance as of March 31, 2026	$	20,274	$	2,158	$	1,510	$	23,942


	Total		Fair value measurement as of March 31, 2026
			Level 1		Level 2		Level 3

	(in thousands)
Cash equivalents:
Money market funds	$	153,164	$	153,164	$	—	$	—

Total	$	153,164	$	153,164	$	—	$	—


	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	$	—	$	—


Adjusted EBITDA	Three Months Ended March 31,
	2026			2025
	(in thousands, except margin data)
Net income (loss)	$	(460)		$	617
Non-GAAP adjustments:
Interest (income) expense, net	(163)			89
Income tax expense (benefit)	(10)			56
Depreciation and amortization expense	656			544
Share-based compensation	1,131			1,846
Other non-recurring expense	822			—
Total adjustments	2,436			2,535
Adjusted EBITDA	$	1,976		$	3,152

Net income (loss) margin	(2		%)	3		%
Adjusted EBITDA margin	10		%	13		%


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).

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

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

101*						The following financial statements from Open Lending Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, formatted in iXBRL (Inline eXtensible Business Reporting Language):

						(i) Condensed Consolidated Balance Sheets

						(ii) Condensed Consolidated Statement of Operations

						(iii) Condensed Consolidated Statements of Changes in Stockholders’ Equity

						(iv) Condensed Consolidated Statements of Cash Flows

						(v) Notes to Condensed 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
May 8, 2026			Chief Executive Officer (Principal Executive Officer)








			/s/ Massimo Monaco
			Massimo Monaco
May 8, 2026			Chief Financial Officer (Principal Financial and Accounting Officer)


	Three Months Ended March 31,
	2026		2025
Certified loans
Credit unions and banks	19,000		24,215
OEM	2,064		3,423
Total certified loans	21,064		27,638

Unit economics
Average program fees per certified loan	$	538	$	550
Average profit share revenue per certified loan	$	363	$	278

Originations
Value of insured loans facilitated (in thousands)	$	618,369	$	782,901
Average loan size per certified loan	$	29,357	$	28,327

Active lenders
Number of contracts signed with automotive lenders	15		18
Number of active lenders at end of period	447		443

SEC Form 10-Q filed by Open Lending Corporation