Open Lending completes merger, reshapes board

Rhea-AI Filing Summary

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.

8-K Event Classification

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

1 item

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.

Key Figures

Merger effective date: July 30, 2026 Merger agreement date: June 15, 2026 Schedule TO filing date: June 29, 2026

3 metrics

Merger effective date July 30, 2026 Date Merger Sub merged with and into Open Lending and the company became an indirect wholly-owned subsidiary of Parent

Merger agreement date June 15, 2026 Date of the Agreement and Plan of Merger among Open Lending, ANV Group Holdings Ltd. and Lakers Acquisition Sub, Inc.

Schedule TO filing date June 29, 2026 Date Parent and Merger Sub filed the Tender Offer Statement on Schedule TO containing Schedule I biographical information

Key Terms

Agreement and Plan of Merger, Section 251(h), indirect wholly-owned subsidiary, Offer to Purchase, +1 more

5 terms

Agreement and Plan of Merger regulatory

"pursuant to the Agreement and Plan of Merger, dated as of June 15, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Section 251(h) regulatory

"in accordance with Section 251(h) of the General Corporation Law"

Section 251(h) is a provision in Delaware corporate law that lets a company complete a merger without holding a separate shareholder vote if a prior, qualifying tender offer already secured the required number of shares on the same terms. For investors, it matters because it shortens the timetable and reduces the risk that a merger will be blocked by a follow-up vote—think of it as a shortcut that finalizes a deal once enough stockholders have already agreed.

indirect wholly-owned subsidiary financial

"the Company became an indirect wholly-owned subsidiary of Parent"

Offer to Purchase regulatory

"Schedule I to the Offer to Purchase, filed as Exhibit (a)(1)(A)"

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

Tender Offer Statement on Schedule TO regulatory

"the Tender Offer Statement on Schedule TO filed with the Securities"

A tender offer statement on Schedule TO is a formal regulatory filing that lays out the full terms, timeline, and conditions of a public offer to buy shares from existing shareholders. Think of it as a detailed invitation that explains who is buying, how much they’ll pay, how long the offer runs, and any rules or financing behind it. Investors use it to judge the fairness, likelihood and timing of a buyout and its likely effect on share value and control.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What merger did Open Lending (LPRO) complete on July 30, 2026?

Open Lending completed a merger in which Lakers Acquisition Sub, Inc. merged with and into the company under Section 251(h), with Open Lending surviving and becoming an indirect wholly-owned subsidiary of ANV Group Holdings Ltd. as Parent.

Who is the new parent company of Open Lending (LPRO) after the merger?

After the July 30, 2026 transaction, Open Lending became an indirect wholly-owned subsidiary of ANV Group Holdings Ltd., referred to as Parent in the Agreement and Plan of Merger governing the combination with Lakers Acquisition Sub, Inc.

Which directors left Open Lending (LPRO) in connection with the merger?

Effective 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 of Open Lending in connection with the completion of the merger.

Who were appointed as new directors of Open Lending (LPRO) on July 30, 2026?

On July 30, 2026, Joseph Brecher and Jacob Decter were appointed as directors of Open Lending. Their appointments occurred in connection with the merger that made the company an indirect wholly-owned subsidiary of ANV Group Holdings Ltd.

Where can investors find background information on the new Open Lending (LPRO) directors?

Biographical information for Joseph Brecher and Jacob Decter is contained 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.

Under which legal provision was the Open Lending (LPRO) merger carried out?

The merger was effected in accordance with Section 251(h) of the General Corporation Law of the State of Delaware. Under this provision, Lakers Acquisition Sub, Inc. merged with and into Open Lending, with Open Lending continuing as the surviving corporation.

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

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Open Lending Corp false 0001806201 0001806201 2026-07-30 2026-07-30

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): July 30, 2026

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. ☐

INTRODUCTORY NOTE

As previously disclosed, on July 30, 2026, pursuant to the Agreement and Plan of Merger, dated as of June 15, 2026 (the “Merger Agreement”), by and among Open Lending Corporation (the “Company”), ANV Group Holdings Ltd. (“Parent”), and Lakers Acquisition Sub, Inc. (“Merger Sub”), Merger Sub merged with and into the Company in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, with the Company continuing as the surviving corporation (the “Merger”). At the effective time of the Merger, the Company became an indirect wholly-owned subsidiary of Parent. The Merger and the Merger Agreement were previously described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2026, which description is incorporated herein by reference. This Current Report on Form 8-K is being filed to report the matters described in Item 5.02 below.

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

The information set forth in the Introductory Note is incorporated by reference in this Item 5.02.

Directors of the Company

Effective July 30, 2026, in connection with the Merger, Jessica Buss, Abhijit Chaudhary, Eric A. Feldstein, Thomas K. Hegge, Blair J. Greenberg and Todd C. Hart ceased serving as directors of the Company and Joseph Brecher and Jacob Decter were appointed as directors of the Company.

Biographical and other information regarding Joseph Brecher and Jacob Decter has been previously disclosed in Schedule I to the Offer to Purchase, filed as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission by Parent and Merger Sub on June 29, 2026, which is incorporated herein by reference.

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SIGNATURE

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

Date: July 30, 2026				Open Lending Corporation
				By:		/s/ Ben Massey
				Name:		Ben Massey
				Title:		General Counsel and Corporate Secretary

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Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB