[8-K] Open Lending Corporation Reports Material Event

Rhea-AI Filing Summary

StoneX Group Inc. (SNEX) – Form 4 insider activity

Director John M. Fowler reported the award of 139 restricted common shares on 31 Jul 2025 (transaction code “A”) under the company’s Restricted Stock Program. The grant carries no cash price and will vest in three equal annual tranches. After the transaction Fowler now directly owns 116,874 SNEX shares and indirectly holds 3,000 shares through his spouse.

No sales, options, or other derivative transactions were disclosed. While the filing reflects continued insider alignment, the incremental shares represent less than 0.5 % of his current stake and are unlikely to be material to StoneX’s equity structure.

Positive

• Director acquired 139 restricted shares, signalling ongoing insider alignment.
• Total direct ownership increases to 116,874 shares, reinforcing long-term commitment.

Negative

• Grant size is immaterial relative to both Fowler’s stake and StoneX’s float.
• Shares were awarded, not open-market purchases, limiting the strength of the buying signal.

Insights

Securities Analyst

TL;DR: Small restricted-stock grant; positive alignment signal but negligible financial impact.

The Form 4 shows a routine award of 139 restricted shares to Director Fowler, boosting his direct stake to 116,874 shares. No open-market buying occurred, so cash outlay and signalling value are limited. Given StoneX’s float and Fowler’s existing holdings, the grant is immaterial to valuation or governance metrics. Investors should view the filing as neutral with a mild positive bias due to continued insider ownership.

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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 29, 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 2.02    Results of Operations and Financial Condition

Second Quarter 2025 Outlook

Open Lending Corporation (the “Company”) remains on track to achieve its guidance for certified loans for the second quarter of 2025, and the Company will provide additional detail on its financial and operational results when it reports its results for the quarter ended June 30, 2025 on August 6, 2025.

The information furnished under this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

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

On July 29, 2025, the Company terminated the employment of Matthew R. Roe, Chief Revenue Officer of the Company, effective as of July 29, 2025.

Forward-Looking Statements

This report includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, including statements related to future financial performance under the heading “Second Quarter 2025 Outlook” above. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “on track” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements are based on various assumptions and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the Company’s control. These forward-looking statements are subject to a number of risks and uncertainties, including general economic, market, political and business conditions; applicable taxes, inflation, supply chain disruptions including global hostilities and responses thereto, interest rates and the regulatory environment; the outcome of judicial proceedings to which Open Lending may become a party; and other risks discussed in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2024, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know or that it currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this report. The Company anticipates that subsequent events and developments will cause its assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this report. Accordingly, undue reliance should not be placed upon the forward-looking statements.

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: August 4, 2025

FAQ

How many SNEX shares did John M. Fowler acquire?

He received 139 restricted shares on 31 Jul 2025.

What is Fowler’s total beneficial ownership after the grant?

He now directly holds 116,874 shares and indirectly holds 3,000 shares through his spouse.

Were any SNEX shares sold in this Form 4 filing?

No; the filing discloses only an acquisition and no dispositions.

When do the newly granted restricted shares vest?

They vest in three equal installments on each anniversary of the grant date.

Does the transaction involve any derivative securities?

No derivative securities were reported in this Form 4.