Every 8-K that Open Lending Corporation (LPRO) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow LPRO and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full LPRO filings page.
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 Corporation has been acquired by ANV Group Holdings Ltd. On July 30, 2026, after completion of a cash tender offer at $3.15 per share and a follow-on merger under Section 251(h) of the DGCL, Open Lending became an indirect wholly-owned subsidiary of ANV.
As of the offer’s expiration, holders had validly tendered 101,256,899 shares, representing 85.57% of issued and outstanding shares, satisfying the minimum tender condition. Each remaining share (with customary exclusions and appraisal rights) was converted into the right to receive the same cash consideration, without interest and subject to tax withholding.
In connection with the change in control, Open Lending terminated its 2021 Credit Agreement with Wells Fargo, will repay all outstanding obligations and release related liens, and has initiated steps to suspend trading, delist its shares from Nasdaq, deregister under the Exchange Act and file Form 15. Parent obtained $100.0 million of committed equity financing and $250.0 million of committed debt financing, and completion was not subject to a financing condition.
Open Lending Corporation has agreed to be acquired by ANV Group Holdings through an all-cash tender offer. ANV will offer $3.15 per share for any and all outstanding Open Lending common stock, a price described as representing a roughly 78% premium to the company’s 90‑day average trading price.
After the tender offer, any remaining shares will be converted into the same cash amount in a follow-on merger, taking Open Lending private and removing its stock from Nasdaq. Open Lending’s board unanimously approved the deal, recommended that stockholders tender their shares, and key stockholders holding about 12.8% of shares have already agreed to support the transaction.
The offer is subject to customary conditions, including a majority of shares being tendered, required regulatory clearances, and no material adverse change. The merger agreement includes a $13.58 million termination fee in certain scenarios, and the parties target closing in the third quarter of 2026 if approvals and tender thresholds are met.
Open Lending Corporation reported that director William Dabbs Cavin resigned from its Board on June 8, 2026, effective immediately. The company stated that his resignation was not due to any dispute or disagreement regarding its operations, policies, or practices. The filing does not indicate any related changes to other directors, officers, or company strategy.
Open Lending Corporation held its annual stockholder meeting and approved all five proposals on the agenda. Stockholders elected Jessica Buss and William Dabbs Cavin as Class III directors to serve until the 2029 annual meeting. They ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved a nonbinding advisory vote on compensation for the named executive officers. Stockholders also approved a proposal to declassify the board of directors and authorized an amendment to the certificate of incorporation to implement a reverse stock split in a ratio between 1-for-5 and 1-for-7, with a proportional reduction in authorized common shares, at the board’s discretion.
Open Lending Corporation reported softer first quarter 2026 results alongside a larger buyback. Revenue was $20.5 million, down from $24.4 million a year earlier, as certified loans fell to 21,064 from 27,638. Gross profit was $15.6 million versus $18.3 million, and the company posted a small net loss of $0.5 million compared with net income of $0.6 million.
Adjusted EBITDA was $2.0 million, down from $3.2 million, while management highlighted a shift toward higher-quality, credit union and bank loans, which represented 90.2% of certified loans. For 2026, the company guides to 100,000–110,000 total certified loans and full-year Adjusted EBITDA of $25–$29 million. The board also increased the share repurchase program from $25 million to $50 million and extended it to May 1, 2027, with $20.1 million remaining as of March 31, 2026.
Open Lending Corporation reported a sharp improvement in results for the fourth quarter and full year 2025. Q4 revenue was $19.3 million, up from a loss-like $(56.9) million a year earlier, as profit share estimates on older loan vintages were essentially flat versus a large negative adjustment in 2024. Q4 gross profit reached $14.7 million and net income was $1.7 million, compared with a $(144.4) million net loss in Q4 2024. Adjusted EBITDA improved to $2.8 million from $(75.9) million.
For 2025, revenue rose to $93.2 million from $24.0 million, and gross profit climbed to $71.7 million. The company narrowed its net loss to $4.2 million from $(135.0) million, while Adjusted EBITDA swung to a positive $15.6 million from $(55.0) million. Certified loans declined to 97,348 from 110,652 as management tightened underwriting and tested pricing changes. Credit unions and banks accounted for 89.4% of Q4 certified loans, supporting higher-fee business.
Open Lending also launched its ApexOne Auto platform to reach prime borrowers and voluntarily repaid $48.0 million of term debt in December 2025. For 2026, it expects 100,000–110,000 certified loans and Adjusted EBITDA of $25–$29 million, signaling anticipated continued margin improvement.
Open Lending Corporation entered into a Cooperation Agreement with Palogic entities on March 6, 2026. The company will add William Dabbs Cavin as a Class III director nominee at the 2026 Annual Meeting and will recommend shareholders support his election.
The company will also recommend shareholders vote for Palogic’s non-binding proposal requesting declassification of the Board so directors are elected annually. In return, Palogic agreed to vote with the Board’s recommendations during a defined cooperation period and accepted ownership, proxy-solicitation, and non-disparagement restrictions. Director Charles D. Jehl informed the Board he will not stand for re-election at the 2026 Annual Meeting, and there are no known disagreements.
Open Lending Corporation reported a change in its Board of Directors. On November 19, 2025, director Gene Yoon resigned from the Board. The company states that his resignation was not due to any dispute or disagreement with the company or its Board regarding operations, policies, or practices.
Effective November 21, 2025, the Board appointed Abhijit Chaudhary as a director to fill the vacancy, with a term expiring at the 2027 Annual Meeting of Stockholders. He was also appointed to the Audit Committee and the Nominating and Corporate Governance Committee. Chaudhary brings executive experience from Mastercard Inc., Pagaya Technologies Ltd., and Green Dot Corporation, with prior roles focused on product leadership and consumer financial services.
The company notes there are no arrangements or understandings with any other person regarding his selection and that he is not involved in related party transactions requiring disclosure. Open Lending has entered into its standard director indemnification agreement with him and issued a press release on November 25, 2025 announcing these changes.
Open Lending Corporation furnished an Item 2.02 Form 8-K stating it issued a press release announcing financial results for the fiscal quarter ended September 30, 2025. The company attached an earnings release and supplemental financial information as Exhibit 99.1 and Exhibit 99.2, respectively. The company noted this information is furnished and shall not be deemed filed under the Exchange Act.
Open Lending Corporation disclosed an executive transition: its Chief Legal and Compliance Officer and Corporate Secretary, Matthew Stark, resigned effective November 7, 2025, and the company appointed Ben Massey to serve as General Counsel and Corporate Secretary effective the same date. Mr. Massey, age 40, has served at the company since October 2022 in governance and securities roles and as Assistant General Counsel since January 2024; he previously practiced at Simpson Thacher & Bartlett LLP. The company agreed an offer letter providing a $325,000 base salary, a target annual cash bonus of 75% of base, and a long‑term incentive target equal to 100% of base salary, plus standard benefits and an officer indemnification agreement.
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.