Open Lending holder tenders 7,564,566 shares

Bregal Sagemount I, L.P. reported disposition transactions in this Form 4 filing.

Accepted by SEC EDGAR 07/31/2026 - 11:56 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Bregal Sagemount I, L.P. reported disposition transactions in this Form 4 filing.

Bregal Sagemount I, L.P., a 10% owner of Open Lending Corp, tendered 7,564,566 shares of common stock at $3.15 per share in cash pursuant to a tender offer made under an Agreement and Plan of Merger dated June 15, 2026, reducing its reported holdings to zero. Related advisors Bregal Sagemount Management LP and Bregal Investments, Inc. disclaim beneficial ownership except for any pecuniary interest.

Insider Trade Summary

Tender Offer: 7,564,566 shares

Tender Offer 1 txn

Insider Bregal Sagemount I, L.P., Bregal Investments, Inc., Bregal Sagemount Management LP

Role 10% Owner | 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
Tender Offer	Common Stock, par value $0.01 per share F1, F2	7,564,566	$3.15	$23.83M

Holdings After Transaction: Common Stock, par value $0.01 per share — 0 shares (Direct)

Holdings Before and After: Common Stock, par value $0.01 per share, 7,564,566 to 0 shares (Direct)

Footnotes (2)

1. F1. The Reporting Person tendered the shares of common stock in exchange for $3.15 per share in cash in the tender offer (the "Offer") made 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.
2. F2. Bregal Sagemount I, L.P. ("Bregal Sagemount") is the record holder of the shares reported. Bregal Sagemount Management LP ("Bregal Management") is the advisor of for Bregal Sagemount and Bregal Management is a relying advisor on Bregal Investments, Inc. ("Bregal Investments") which is a registered investment advisor. Each of Bregal Management and Bregal Investments disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that it is the beneficial owner of such shares for Section 16 of the Securities Exchange Act of 1934 or any other purpose.

Key Figures

Shares tendered: 7,564,566 shares Tender offer price: $3.15 per share Shares held after transaction: 0 shares

3 metrics

Shares tendered 7,564,566 shares Common stock disposed of on 2026-07-28 pursuant to a tender offer

Tender offer price $3.15 per share Cash consideration per share received for common stock in the tender offer

Shares held after transaction 0 shares Reported holdings of Bregal Sagemount I, L.P. following the tender offer disposition

Key Terms

tender offer, Agreement and Plan of Merger, registered investment advisor, pecuniary interest

4 terms

tender offer financial

"tendered the shares of common stock in exchange for $3.15 per share in cash in the tender offer"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

Agreement and Plan of Merger financial

"in the tender offer made 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.

registered investment advisor financial

"Bregal Investments, Inc. which is a registered investment advisor"

A registered investment advisor is a professional or firm that provides financial advice and manages investments for clients, operating under regulations that require them to act in their clients' best interests. This designation helps investors identify trustworthy advisors who are legally committed to providing transparent and fair guidance, much like a licensed doctor is bound to prioritize patient well-being.

pecuniary interest financial

"disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein"

FAQ

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

What transaction did Bregal Sagemount report for Open Lending Corp (LPRO)?

Bregal Sagemount I, L.P. tendered 7,564,566 Open Lending common shares at $3.15 per share in cash. The shares were exchanged in a tender offer pursuant to a merger agreement, leaving Bregal Sagemount with no reported holdings afterward.

At what price were Open Lending (LPRO) shares tendered in the reported Form 4?

The shares were tendered for $3.15 per share in cash. This price applied to the 7,564,566 common shares exchanged in the tender offer conducted under the Agreement and Plan of Merger dated June 15, 2026.

Which entities are reporting persons in this Open Lending (LPRO) Form 4?

The reporting persons are Bregal Sagemount I, L.P., Bregal Investments, Inc. and Bregal Sagemount Management LP. Bregal Sagemount is the record holder; the other entities act as advisors and disclaim beneficial ownership except for any pecuniary interest.

Was the Open Lending (LPRO) tender offer transaction made under a Rule 10b5-1 plan?

The filing’s Rule 10b5-1 checkbox is not marked, and there is no footnote stating the trade was under a Rule 10b5-1 plan. The disposition is reported simply as a tender offer transaction at $3.15 per share.

What merger agreement is associated with the Open Lending (LPRO) tender offer?

The tender offer was made pursuant to an Agreement and Plan of Merger dated June 15, 2026 among Open Lending Corp, ANV Group Holdings Ltd. and Lakers Acquisition Sub, Inc., as described in the Form 4 footnotes.

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

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SEC Form 4

FORM 4

UNITED 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^*

Bregal Sagemount I, L.P.

(Last) (First) (Middle)

SECOND FLOOR, WINDWARD HOUSE LA

ROUTE DE LA LIBERATION

(Street)

ST. HELIER, JERSEY JE2 3BQ

(City) (State) (Zip)

JERSEY

(Country)

2. Issuer Name and Ticker or Trading Symbol
Open Lending Corp [ LPRO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	07/28/2026		U(1)		7,564,566	D	$3.15	0	D(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Bregal Sagemount I, L.P.

(Last) (First) (Middle)

SECOND FLOOR, WINDWARD HOUSE LA

ROUTE DE LA LIBERATION

(Street)

ST. HELIER, JERSEY JE2 3BQ

(City) (State) (Zip)

JERSEY

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bregal Investments, Inc.

(Last) (First) (Middle)

200 PARK AVENUE

45TH FLOOR

(Street)

NEW YORK NEW YORK 10166

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bregal Sagemount Management LP

(Last) (First) (Middle)

200 PARK AVENUE

45TH FLOOR

(Street)

NEW YORK NEW YORK 10166

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The Reporting Person tendered the shares of common stock in exchange for $3.15 per share in cash in the tender offer (the "Offer") made 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.

2. Bregal Sagemount I, L.P. ("Bregal Sagemount") is the record holder of the shares reported. Bregal Sagemount Management LP ("Bregal Management") is the advisor of for Bregal Sagemount and Bregal Management is a relying advisor on Bregal Investments, Inc. ("Bregal Investments") which is a registered investment advisor. Each of Bregal Management and Bregal Investments disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that it is the beneficial owner of such shares for Section 16 of the Securities Exchange Act of 1934 or any other purpose.

	BREGAL SAGEMOUNT I, L.P., By: Bregal North America General Partner Jersey Limited, its General Partner, By: /s/ Paul Andrew Bradshaw, Paul Andrew Bradshaw, Director	07/30/2026
	BREGAL SAGEMOUNT I, L.P., By: Bregal North America General Partner Jersey Limited, its General Partner, By: /s/ Elena Dinamling Bubod, Elena Dinamling Bubod, Alternate Director	07/30/2026
	BREGAL INVESTMENTS, INC., By: /s/ Michelle S. Riley, Michelle S. Riley, Secretary	07/30/2026
	BREGAL INVESTMENTS, INC., By: /s/ Ronald Fishman, Ronald Fishman, Treasurer	07/30/2026
	BREGAL SAGEMOUNT MANAGEMENT LP, By: /s/ Michelle S. Riley, Michelle S. Riley, Authorized Signatory	07/30/2026
	BREGAL SAGEMOUNT MANAGEMENT LP, By: /s/ Byran Cohen, Bryan Cohen, Authorized Signatory	07/30/2026
	** Signature of Reporting Person	Date
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)