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Open Lending Corp (LPRO) COO equity converted to $3.15 cash in merger

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.
Insider Glasl Michelle
Role Chief Operating Officer
Type Security Shares Price Value
Disposition Restricted Stock Units F2 172,142 -- --
Disposition Stock Options F3 117,647 -- --
Grant/Award Performance Stock Units F4 142,818 -- --
Disposition Performance Stock Units F4 142,818 -- --
Disposition Common Stock, par value $0.01 per share F1 12,240 $3.15 $39K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Stock Options — 0 shares (Direct); Performance Stock Units — 0 shares (Direct); Common Stock, par value $0.01 per share — 0 shares (Direct)
Footnotes (4)
  1. F1. Pursuant to the Agreement and Plan of Merger, dated as of June 15, 2026 (the "Merger Agreement"), among the Issuer, ANV Group Holdings Ltd. and Lakers Acquisition Sub, Inc., each share of common stock outstanding at the effective time of the merger (the "Effective Time") effected pursuant to the Merger Agreement was converted into the right to receive $3.15 per share in cash.
  2. F2. Pursuant to the Merger Agreement, each time-based restricted stock unit of the Issuer outstanding at the Effective Time was cancelled and converted into the right to receive $3.15 in cash.
  3. F3. Pursuant to the Merger Agreement, each stock option of the Issuer (each, an "Option") outstanding and unexercised at the Effective Time with an exercise price per share that is less than $3.15 was cancelled and converted into the right to receive a cash payment equal to (x) the total number of shares of common stock subject to such Option multiplied by (y) the excess of $3.15 over the applicable exercise price per share.
  4. F4. Pursuant to the Merger Agreement, effective as of immediately prior to the Effective Time, each outstanding performance-based stock unit of the Issuer (each, a "PSU") vested on a one PSU for one share of common stock basis and, at the Effective Time, was cancelled and converted into the right to receive $3.15 in cash.
Common shares disposed 12,240 shares Disposition to issuer at $3.15 per share in cash under the merger
Restricted stock units cancelled 172,142 units Time-based RSUs converted into $3.15 in cash per unit at the Effective Time
Stock options cancelled 117,647 options Options with a $2.50 exercise price converted to cash based on $3.15 less exercise price
Performance stock units vested and cancelled 142,818 units PSUs vested one-for-one into common stock then converted into $3.15 in cash
Merger cash consideration $3.15 per share Cash paid for each common share at the Effective Time of the merger
Option exercise price $2.50 per share Exercise price of the cancelled stock options reported for Michelle Glasl
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.
Effective Time regulatory
"each share of common stock outstanding at the effective time of the merger"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
restricted stock unit financial
"each time-based restricted stock unit of the Issuer outstanding at the Effective Time"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
performance-based stock unit financial
"each outstanding performance-based stock unit of the Issuer (each, a "PSU") vested"
exercise price per share financial
"unexercised at the Effective Time with an exercise price per share that is less than $3.15"

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

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FAQ

What did COO Michelle Glasl report in Open Lending (LPRO)'s Form 4?

Michelle Glasl reported merger-related dispositions of 12,240 common shares at $3.15, 172,142 RSUs, 117,647 stock options with a $2.50 exercise price and 142,818 PSUs, all converted to cash under a June 15, 2026 Agreement and Plan of Merger.

What merger terms affected Open Lending (LPRO) equity in this insider filing?

Under the Merger Agreement among Open Lending, ANV Group Holdings Ltd. and Lakers Acquisition Sub, Inc., each common share at the Effective Time converted into the right to receive $3.15 in cash, and RSUs, PSUs and in-the-money options were cancelled in exchange for cash.

How were Michelle Glasl’s Open Lending (LPRO) stock options treated?

Each unexercised option with an exercise price below $3.15 was cancelled and converted into cash equal to shares times the excess of $3.15 over the exercise price; Glasl reported 117,647 options with a $2.50 exercise price affected.

What happened to restricted and performance stock units in the Open Lending (LPRO) merger?

Time-based RSUs were cancelled and converted into $3.15 in cash per unit. Each performance-based stock unit vested on a one PSU-for-one-share basis immediately before being cancelled and converted into $3.15 in cash; Glasl reported 172,142 RSUs and 142,818 PSUs affected.

Does the Form 4 show remaining Open Lending (LPRO) holdings for Michelle Glasl?

The report shows 0 common shares, RSUs and options remaining after these merger-related transactions and notes that PSUs were fully vested and cashed out pursuant to the Merger Agreement; it does not list additional equity positions.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Glasl Michelle

(Last)(First)(Middle)
C/O OPEN LENDING CORPORATION
1501 S. MOPAC EXPRESSWAY, SUITE 450

(Street)
AUSTIN TEXAS 78746

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Open Lending Corp [ LPRO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/30/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.01 per share07/30/2026D(1)12,240D$3.150D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(2)07/30/2026D172,142 (2) (2)Common Stock, par value $0.01 per share172,142(2)0D
Stock Options$2.507/30/2026D117,647 (3)07/30/2035Common Stock, par value $0.01 per share117,647(3)0D
Performance Stock Units(4)07/30/2026A142,818 (4) (4)Common Stock, par value $0.01 per share142,818(4)142,818D
Performance Stock Units(4)07/30/2026D142,818 (4) (4)Common Stock, par value $0.01 per share142,818(4)0D
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger, dated as of June 15, 2026 (the "Merger Agreement"), among the Issuer, ANV Group Holdings Ltd. and Lakers Acquisition Sub, Inc., each share of common stock outstanding at the effective time of the merger (the "Effective Time") effected pursuant to the Merger Agreement was converted into the right to receive $3.15 per share in cash.
2. Pursuant to the Merger Agreement, each time-based restricted stock unit of the Issuer outstanding at the Effective Time was cancelled and converted into the right to receive $3.15 in cash.
3. Pursuant to the Merger Agreement, each stock option of the Issuer (each, an "Option") outstanding and unexercised at the Effective Time with an exercise price per share that is less than $3.15 was cancelled and converted into the right to receive a cash payment equal to (x) the total number of shares of common stock subject to such Option multiplied by (y) the excess of $3.15 over the applicable exercise price per share.
4. Pursuant to the Merger Agreement, effective as of immediately prior to the Effective Time, each outstanding performance-based stock unit of the Issuer (each, a "PSU") vested on a one PSU for one share of common stock basis and, at the Effective Time, was cancelled and converted into the right to receive $3.15 in cash.
Remarks:
/s/ Ben Massey, as Attorney-in-Fact07/30/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)