Open Lending insider tenders shares at $3.15
Matthew Sather, Chief Underwriting Officer of Open Lending Corp, reported merger-related equity transactions.
Rhea-AI Filing Summary
Matthew Sather, Chief Underwriting Officer of Open Lending Corp, reported merger-related equity transactions. He tendered 61,426 shares of common stock at $3.15 per share in cash in a tender offer under an Agreement and Plan of Merger. Outstanding time-based RSUs, PSUs and in-the-money options covering 167,793, 123,338 and 114,379 underlying shares, respectively, were cancelled and converted into rights to receive cash based on $3.15 per share and the applicable option exercise price, leaving no positions reported for those awards.
Positive
- None.
Negative
- None.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
Sather Matthew
Role
Chief Underwriting Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units F2 | 167,793 | -- | -- |
| Disposition | Stock Options F3 | 114,379 | -- | -- |
| Grant/Award | Performance Stock Units F4 | 123,338 | -- | -- |
| Disposition | Performance Stock Units F4 | 123,338 | -- | -- |
| Tender Offer | Common Stock, par value $0.01 per share F1 | 61,426 | $3.15 | $193K |
Holdings After Transaction:
Restricted Stock Units — 0 contracts (Direct);
Stock Options — 0 contracts (Direct);
Performance Stock Units — 0 contracts (Direct);
Common Stock, par value $0.01 per share — 0 shares (Direct)
Footnotes (4)
- 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.
- F2. Pursuant to the Merger Agreement, each time-based restricted stock unit of the Issuer outstanding at the effective time of the merger (the "Effective Time") was cancelled and converted into the right to receive $3.15 in cash.
- 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.
- 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.
Key Figures
Common shares tendered: 61,426 shares at $3.15 per share
Restricted stock units cancelled: 167,793 units at $3.15 in cash per unit
Performance stock units cancelled: 123,338 units at $3.15 in cash per unit
+2 more
5 metrics
Common shares tendered
61,426 shares at $3.15 per share
Common stock tendered for cash in a merger-related tender offer
Restricted stock units cancelled
167,793 units at $3.15 in cash per unit
Time-based RSUs cancelled and converted to cash under merger agreement
Performance stock units cancelled
123,338 units at $3.15 in cash per unit
PSUs vested one-for-one into shares, then cancelled for cash at merger
Stock options cancelled
114,379 options at $2.5000 exercise price
In-the-money options cancelled for cash based on $3.15 minus exercise price
Merger cash consideration reference
$3.15 per share
Cash amount used for tendered common stock, RSUs and PSUs
Key Terms
tender offer, Agreement and Plan of Merger, time-based restricted stock unit, performance-based stock unit, +1 more
5 terms
tender offer regulatory
"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 regulatory
"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.
time-based restricted stock unit financial
"each time-based restricted stock unit of the Issuer outstanding at the effective time"
performance-based stock unit financial
"each outstanding performance-based stock unit of the Issuer (each, a "PSU") vested"
Effective Time regulatory
"outstanding at the effective time of the merger (the "Effective Time")"
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did insider Matthew Sather report in Open Lending (LPRO) on this Form 4?
Matthew Sather reported merger-related cash-outs of his Open Lending equity. He tendered 61,426 common shares at $3.15 per share and had RSUs, PSUs and in-the-money stock options cancelled and converted into rights to receive cash under a merger agreement.
How were Sather’s restricted stock units in Open Lending (LPRO) treated in the merger?
Time-based RSUs covering 167,793 shares were cancelled and converted into the right to receive $3.15 in cash per unit. After this cancellation at the merger’s effective time, the filing shows zero RSUs remaining for these awards.
What happened to Matthew Sather’s Open Lending (LPRO) stock options?
Stock options on 114,379 shares with a $2.5000 exercise price were cancelled. Under the merger agreement, each such option was converted into a right to a cash payment based on $3.15 minus the exercise price, multiplied by the option’s share count.
How were Sather’s performance stock units (PSUs) in Open Lending (LPRO) handled?
Performance stock units covering 123,338 shares vested on a one PSU to one share basis immediately before the merger’s effective time. They were then cancelled and converted into the right to receive $3.15 in cash per unit.
Were Matthew Sather’s Open Lending (LPRO) transactions under a Rule 10b5-1 plan?
The filing’s Rule 10b5-1 checkbox is not marked as affirmative. This indicates these merger-related transactions were not reported as being executed pursuant to a pre-arranged Rule 10b5-1 trading plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
