Open Lending Corp SEC Filings

Bregal Sagemount I, L.P. reported disposition transactions in this Form 4 filing.

Bregal Sagemount I, L.P., a 10% owner of Open Lending Corp, tendered 7,564,566 shares of common stock at $3.15 per share in cash pursuant to a tender offer made under an Agreement and Plan of Merger dated June 15, 2026, reducing its reported holdings to zero. Related advisors Bregal Sagemount Management LP and Bregal Investments, Inc. disclaim beneficial ownership except for any pecuniary interest.

Open Lending Corporation completed a merger on July 30, 2026 under an Agreement and Plan of Merger dated June 15, 2026 among the company, ANV Group Holdings Ltd. as Parent, and Lakers Acquisition Sub, Inc. Merger Sub merged with and into Open Lending under Section 251(h) of the Delaware General Corporation Law, with Open Lending continuing as the surviving corporation and becoming an indirect wholly-owned subsidiary of Parent.

In connection with this merger, on July 30, 2026 directors Jessica Buss, Abhijit Chaudhary, Eric A. Feldstein, Thomas K. Hegge, Blair J. Greenberg and Todd C. Hart ceased serving as directors. Joseph Brecher and Jacob Decter were appointed as directors. Biographical information for the new directors is provided in Schedule I to the Offer to Purchase filed as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO submitted by Parent and Merger Sub on June 29, 2026.

Open Lending Corp reported that an entity associated with director and ten percent owner Blair J. Greenberg disposed of shares pursuant to a merger-related tender offer. On July 28, 2026, Bregal Sagemount I, L.P. tendered 7,564,566 shares of common stock at $3.15 per share in cash under an Agreement and Plan of Merger dated June 15, 2026 among Open Lending Corp, ANV Group Holdings Ltd. and Lakers Acquisition Sub, Inc.

The shares were held indirectly through Bregal Sagemount I, L.P., and Greenberg disclaims beneficial ownership except for any pecuniary interest. Following this disposition, the reported indirect holdings for this position are 0 shares. The transaction was not reported as being conducted under a Rule 10b5-1 trading plan.

Bregal Sagemount-affiliated reporting persons state they no longer beneficially own any shares of Open Lending Corporation common stock following the company’s acquisition. An affiliate of ANV Group Holdings Ltd. completed a cash tender offer for Open Lending at $3.15 per Share, followed by a merger under Section 251(h) of the DGCL on July 30, 2026, that made Open Lending an indirect wholly owned subsidiary of ANV Group Holdings.

Merger Sub’s offer to purchase any and all issued and outstanding shares, other than specified excluded shares, expired at one minute after 11:59 p.m., New York City time, on July 27, 2026, and was accepted on July 28, 2026. At the merger’s effective time, each outstanding share (with limited exceptions) was converted into the right to receive the $3.15 cash Per Share Merger Consideration. The reporting persons tendered all of their Open Lending shares in the offer; all such shares were cancelled and converted into the right to receive the cash consideration, leaving them with beneficial ownership of 0 shares, representing 0.0% of the class.

Open Lending Corporation’s former reporting stockholder group, including Nebula Holdings LLC and True Wind Capital affiliates, has reported the sale of 7,545,144 shares of common stock.

These shares were sold on July 28, 2026 in the Offer described in a prior amendment at $3.15 per share in cash, net to the holder and subject to reduction for applicable tax withholding.

After this transaction, the reporting persons state they beneficially own 0 shares, representing 0.0% of Open Lending’s common stock, and that as of July 28, 2026 they ceased to beneficially own more than five percent of the outstanding shares.

Matthew Sather, Chief Underwriting Officer of Open Lending Corp, reported merger-related equity transactions. He tendered 61,426 shares of common stock at $3.15 per share in cash in a tender offer under an Agreement and Plan of Merger. Outstanding time-based RSUs, PSUs and in-the-money options covering 167,793, 123,338 and 114,379 underlying shares, respectively, were cancelled and converted into rights to receive cash based on $3.15 per share and the applicable option exercise price, leaving no positions reported for those awards.

Open Lending Corp Chief Financial Officer Massimo Monaco reported merger-related changes to his equity awards. 428,938 restricted stock units were disposed of to the issuer, leaving zero RSUs, and 207,232 performance stock units vested and were cancelled, with each underlying share converted into the right to receive $3.15 in cash under an Agreement and Plan of Merger.

Open Lending Corp General Counsel Ben Massey reported equity transactions connected to a cash merger. He tendered 29,472 common shares at $3.15 per share in a tender offer. In addition, 151,777 time-based RSUs and 112,250 PSUs were cancelled and converted into rights to receive $3.15 in cash per underlying share.

Open Lending Corp Chief Operating Officer Michelle Glasl reported merger-related equity conversions on July 30, 2026. Under a June 15, 2026 Agreement and Plan of Merger among the company, ANV Group Holdings Ltd. and Lakers Acquisition Sub, Inc., each common share at the Effective Time converted into the right to receive $3.15 per share in cash.

Glasl disposed to the issuer of 12,240 common shares at $3.15, 172,142 restricted stock units and 117,647 stock options with a $2.50 exercise price, all converted to cash under the merger terms. She also received and then surrendered 142,818 performance stock units that vested one-for-one into common stock immediately before being cancelled for cash. Reported post-transaction holdings in the common shares, RSUs and options are 0, with the PSUs fully vested and cashed out pursuant to the merger agreement.