Open Lending advances $3.15-per-share cash tender deal

Rhea-AI Filing Summary

Open Lending Corporation reports further progress on the pending cash tender offer and merger with Lakers Acquisition Sub, Inc., an indirect wholly owned subsidiary of ANV Group Holdings Ltd. The transaction contemplates the purchase of any and all outstanding common shares at $3.15 per share in cash, without interest and subject to applicable withholding taxes.

The company states that, as of July 23, 2026 at 11:59 p.m. Eastern Time, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired, satisfying the Offer condition related to HSR clearance. Open Lending also submitted required merger filings to the Texas Department of Insurance and received notice of the regulator’s non-disapproval of the merger. The Offer and the Merger remain subject to the other closing conditions previously disclosed.

Key Figures

Tender offer price: $3.15 per share HSR waiting period expiry: July 23, 2026 at 11:59 p.m. Eastern Time Par value per share: $0.01 per share

3 metrics

Tender offer price $3.15 per share Cash consideration offered for each outstanding Open Lending common share

HSR waiting period expiry July 23, 2026 at 11:59 p.m. Eastern Time Expiration of HSR Act waiting period satisfying a closing condition

Par value per share $0.01 per share Par value of Open Lending common stock subject to the Offer

Key Terms

tender offer, Hart-Scott-Rodino, HSR Act waiting period, non-disapproval, +1 more

5 terms

tender offer financial

"relates to the tender offer by Lakers Acquisition Sub, Inc."

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.

Hart-Scott-Rodino regulatory

"subsection titled “Regulatory Approvals—Hart-Scott-Rodino”"

The Hart-Scott-Rodino Antitrust Act is a U.S. law that requires companies to notify federal regulators and wait for a review before closing large mergers or acquisitions. Think of it as a required heads-up and cooling-off period so antitrust officials can check whether a deal would unfairly reduce competition; for investors this can delay or block transactions and change the risk, timing, and expected value of corporate deals.

HSR Act waiting period regulatory

"the waiting period under the HSR Act expired"

non-disapproval regulatory

"received notice from the TDI of its non-disapproval of the Merger"

Texas Department of Insurance regulatory

"Regulatory Approvals—Texas Department of Insurance"

FAQ

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

What tender offer terms for LPRO shares are described in this Schedule 14D-9 amendment?

The amendment describes an offer to purchase any and all outstanding Open Lending common shares at $3.15 per share in cash, without interest and subject to applicable withholding taxes, pursuant to the existing tender offer and planned merger.

What HSR Act milestone did Open Lending (LPRO) report in this amendment?

Open Lending reports that the HSR Act waiting period expired on July 23, 2026 at 11:59 p.m. Eastern Time, which satisfies the condition of the Offer relating to expiration or termination of that HSR waiting period.

How did the Texas Department of Insurance respond to the Open Lending (LPRO) merger filing?

After required merger filings were submitted, the Texas Department of Insurance provided notice of its non-disapproval of the Merger. This indicates the regulator did not object, satisfying that specific Texas Department of Insurance regulatory element.

Are all closing conditions for the LPRO tender offer and merger now satisfied?

No. The company states that while the HSR waiting period condition and the Texas Department of Insurance non-disapproval have been satisfied, the Offer and the Merger remain subject to other closing conditions previously disclosed.

Who is the acquirer in the Open Lending (LPRO) tender offer and merger transaction?

The acquirer is Lakers Acquisition Sub, Inc., a Delaware corporation and indirect wholly owned subsidiary of ANV Group Holdings Ltd., which has commenced the Offer to purchase all outstanding Open Lending common shares.

What type of security is involved in the Open Lending (LPRO) tender offer?

The transaction involves Open Lending’s common stock, par value $0.01 per share, which is being sought in the tender offer at a cash price of $3.15 per share from existing shareholders.

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

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Available on EDGAR 07/24/2026 - 08:00 AM Accepted by SEC EDGAR 07/24/2026 - 08:00 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Amendment No. 2)

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

OPEN LENDING CORPORATION

(Name of Subject Company)

OPEN LENDING CORPORATION

(Name of Persons Filing Statement)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

68373J104

(CUSIP Number of Class of Securities)

Ben Massey

General Counsel and Corporate Secretary

1501 S. MoPac Expressway, Suite 450

Austin, Texas 78746

(512) 892-0400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications

on Behalf of the Persons Filing Statement)

Copy to:

Randi C. Lesnick

Braden McCurrach

Jones Day

250 Vesey Street

New York, New York 10281

(212) 326-3939

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 2 to Schedule 14D-9 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed with the Securities and Exchange Commission (the “SEC”) on June 29, 2026 (together with the exhibits or annexes thereto, and as amended or supplemented from time to time, the “Schedule 14D-9”) by Open Lending Corporation, a Delaware corporation (“Open Lending” or the “Company”). The Schedule 14D-9 relates to the tender offer by Lakers Acquisition Sub, Inc., a Delaware corporation (“Purchaser”) and indirect wholly-owned subsidiary of ANV Group Holdings Ltd., a private limited company incorporated under the laws of England and Wales (“Parent”), disclosed in the Tender Offer Statement on Schedule TO (together with the exhibits or annexes thereto, and as amended or supplemented from time to time, the “Schedule TO”), filed by Purchaser and Parent with the SEC on June 29, 2026 pursuant to which Purchaser has offered to purchase any and all of the outstanding shares of the Company’s common stock, par value $0.01 per share (the “Shares”), at a purchase price of $3.15 per Share, net to the holder thereof, in cash, without interest and subject to any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 29, 2026, and in the related Letter of Transmittal, which, together with any amendments or supplements thereto, collectively constitute the “Offer.” Except as set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment. Capitalized terms used but not otherwise defined in this Amendment have the meanings given to them in the Schedule 14D-9.

ITEM 8. ADDITIONAL INFORMATION

Item 8 of the Schedule 14D-9 is hereby amended by inserting the following as a new paragraph to the end of the subsection titled “Regulatory Approvals—Hart-Scott-Rodino”:

“On July 23, 2026 at 11:59 p.m. Eastern Time, the waiting period under the HSR Act expired. Accordingly, the condition of the Offer relating to the expiration or termination of the HSR Act waiting period has been satisfied. The Offer and the Merger remain subject to the other closing conditions disclosed herein.”

Item 8 of the Schedule 14D-9 is hereby amended by inserting the following as a new paragraph to the end of the subsection titled “Regulatory Approvals—Texas Department of Insurance”:

“Following commencement of the Offer, the Company submitted to the TDI the required filings with respect to the Merger and received notice from the TDI of its non-disapproval of the Merger.”

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

OPEN LENDING CORPORATION
By:		/s/ Jessica Buss
Name:		Jessica Buss
Title:		Chief Executive Officer

Date: July 24, 2026

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