[8-K] Open Lending Corp Reports Material Event

Open Lending Corporation announced that director Adam H. Clammer resigned effective September 25, 2025, and the Board appointed Todd C. Hart to fill the vacancy.

Rhea-AI Filing Summary

Open Lending Corporation announced that director Adam H. Clammer resigned effective September 25, 2025, and the Board appointed Todd C. Hart to fill the vacancy. Mr. Hart will serve through the 2028 Annual Meeting and joins the Board's Compensation Committee and Nominating and Corporate Governance Committee. The filing states the resignation was not due to any dispute with the Company or the Board. Mr. Hart's background includes founding Upland Capital Group, prior CEO roles in insurance companies, an MBA from Harvard Business School, and advisory work at UNC. The Company entered its standard director indemnification agreement with Mr. Hart and issued a related press release filed as Exhibit 99.1.

Insights

Corporate Governance Expert

TL;DR: Routine board turnover with an experienced insurance-industry executive appointed; no disputes reported and standard indemnification applied.

The filing documents a director resignation and a prompt Board appointment to fill the vacancy. The appointee's committee assignments align with common governance practices and his insurance and executive background is relevant for risk and oversight roles. The explicit statement that the resignation was not related to any disagreement removes potential governance red flags. The indemnification agreement is standard to protect directors and does not indicate unusual terms based on the filing.

Board-Level Risk/Industry Analyst

TL;DR: Appointment adds industry and executive experience; limited material financial impact disclosed in the filing.

Mr. Hart's experience as CEO of insurance firms and founder of Upland Capital Group suggests operational and risk-management expertise that could inform Board deliberations, particularly in insurance or credit-risk contexts. The filing contains no related-party transactions and no special arrangements, indicating a straightforward governance transition. There are no financial statements or transaction values included, so investor impact is informational rather than financial.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/25/2025 - 04:38 PM Learn about SEC filing dates

0001806201false00018062012025-09-252025-09-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 25, 2025

OPEN LENDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware			001-39326			84-5031428
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

1501 S. MoPac Expressway

Suite 450

Austin, Texas 78746

(Address of principal executive offices, including zip code)

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

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 25, 2025, Adam H. Clammer resigned his position as a director of Open Lending Corporation (the “Company”). Mr. Clammer’s resignation is not the result of any dispute or disagreement with the Company or the Board of Directors (the “Board”) on any matter relating to the operations, policies, or practices of the Company.

Effective September 25, 2025, the Board appointed Todd C. Hart to serve as a director to fill the vacancy created by the resignation of Mr. Clammer. Mr. Hart’s term as a director will expire at the 2028 Annual Meeting of Stockholders. Mr. Hart was also appointed to serve as a member of the Board’s Compensation Committee and Nominating and Corporate Governance Committee.

Mr. Hart founded and has served as Chairman and CEO of the Upland Capital Group and related entities since 2020. From 2018 to 2021, he served on the boards of directors of the GuideOne Mutual Insurance Companies. From 2012 to 2018, he was CEO of Narragansett Bay Insurance Company, a northeast coastal homeowners insurance company. From 2009 to 2011, he served as CEO of the Swiss-based Glacier Group, where he led the company’s strategy reorganization, provided operational management of underwriting, claims and risk, and managed its sale. Mr. Hart earned an M.B.A. from Harvard Business School and an A.B. in Economics with Highest Honors from the University of North Carolina at Chapel Hill, where he was a Morehead-Cain Scholar. He currently serves on the Board of Advisors for the Institute of Risk Management and Insurance Innovation at the University of North Carolina.

There are no arrangements or understandings between Mr. Hart and any other person pursuant to which Mr. Hart was selected as a director, and Mr. Hart is not a participant in any related party transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The Company has entered into its standard form of director indemnification agreement with Mr. Hart, the form of which is filed as Exhibit 10.11 to the Company’s Current Report on Form 8-K filed on June 16, 2020.

On September 25, 2025, the Company issued a press release in connection with the foregoing announcement. A copy of this press release is filed as Exhibit 99.1 to this report on Form 8-K.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

99.1			Press Release issued by the Company on September 25, 2025.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OPEN LENDING CORPORATION
By:						/s/ Jessica Buss
Name:						Jessica Buss
Title:						Chief Executive Officer

Date: September 25, 2025