Open Lending (NASDAQ: LPRO) executive nets shares after RSU vesting event

Rhea-AI Filing Summary

Open Lending Corp Chief Underwriting Officer Matthew Sather reported compensation-related equity activity involving restricted stock units (RSUs). On March 15, 2026, a total of 24,133 RSUs vested and converted into the same number of shares of Open Lending common stock.

To cover tax obligations, 7,070 shares of common stock were withheld and disposed of at a price of $1.45 per share, which is recorded with transaction code F as a tax-withholding disposition rather than an open-market sale. After these transactions, Sather directly owns 61,426 shares of Open Lending common stock, reflecting a routine compensation and tax-settlement event rather than a discretionary open-market trade.

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

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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^*

Sather Matthew

(Last) (First) (Middle)

C/O OPEN LENDING CORPORATION

1501 S. MOPAC EXPRESSWAY, SUITE 450

(Street)

AUSTIN TX 78746

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	03/15/2026		M		6,633(1)	A	$0	50,996	D
Common Stock, par value $0.01 per share	03/15/2026		F		1,943	D	$1.45	49,053	D
Common Stock, par value $0.01 per share	03/15/2026		M		7,500(1)	A	$0	56,553	D
Common Stock, par value $0.01 per share	03/15/2026		F		2,197	D	$1.45	54,356	D
Common Stock, par value $0.01 per share	03/15/2026		M		10,000(1)	A	$0	64,356	D
Common Stock, par value $0.01 per share	03/15/2026		F		2,930	D	$1.45	61,426	D

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
Restricted Stock Units	(2)	03/15/2026		M			6,633	(3)	(3)	Common Stock, par value $0.01 per share	6,633	$0	185,293	D
Restricted Stock Units	(2)	03/15/2026		M			7,500	(3)	(3)	Common Stock, par value $0.01 per share	7,500	$0	177,793	D
Restricted Stock Units	(2)	03/15/2026		M			10,000	(3)	(3)	Common Stock, par value $0.01 per share	10,000	$0	167,793	D

Explanation of Responses:

1. Reflects restricted stock units that upon vesting converted into shares of LPRO common stock.

2. Each restricted stock unit represents a contingent right to receive one share of LPRO common stock.

3. These restricted stock units vested on March 15, 2026.

Remarks:

	/s/ Ben Massey, as Attorney-in-Fact	03/17/2026
	** 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.

FAQ

What insider transaction did Open Lending (LPRO) report for Matthew Sather?

Open Lending reported that Chief Underwriting Officer Matthew Sather had 24,133 restricted stock units vest into common shares. As part of this compensation event, some shares were withheld to satisfy tax obligations, with no open-market purchases or sales disclosed.

How many Open Lending (LPRO) RSUs vested for Matthew Sather?

A total of 24,133 restricted stock units vested for Matthew Sather on March 15, 2026. Each RSU converted into one share of Open Lending common stock, turning previously granted equity awards into directly held shares in the company.

How were taxes paid on Matthew Sather’s RSU vesting at Open Lending (LPRO)?

Taxes were paid through share withholding rather than cash. The filing shows 7,070 common shares, at a price of $1.45 per share, disposed of under transaction code F specifically to satisfy tax liabilities tied to the RSU vesting.

Did Matthew Sather make any open-market trades in Open Lending (LPRO) stock?

The filing records no open-market buys or sells. All transactions are coded as M for derivative exercises/conversions and F for tax-withholding dispositions, indicating routine RSU vesting and related tax settlement instead of discretionary market trading.

How many Open Lending (LPRO) shares does Matthew Sather hold after these transactions?

After the RSU vesting and tax-withholding share dispositions, Matthew Sather directly holds 61,426 shares of Open Lending common stock. This position reflects his post-transaction ownership following the March 15, 2026 compensation-related equity events.

What do the M and F transaction codes mean in the Open Lending (LPRO) Form 4?

Code M indicates the exercise or conversion of derivative securities, in this case RSUs converting into common stock. Code F marks shares withheld or delivered to pay exercise price or taxes, showing non-market dispositions used to satisfy tax obligations on the vested awards.