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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