This Amendment No. 3 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 (“ANV” or “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 to include the following:
“Expiration of the Offer.
At one
minute past 11:59 p.m., New York City time, on Monday, July 27, 2026, the Offer expired. The depositary for the Offer advised that, as of the expiration of the Offer, a total of 96,284,040 Shares had been validly tendered and not validly
withdrawn in the Offer, representing approximately 81.37% of the outstanding Shares. In addition, the depositary for the Offer has advised that, as of the expiration of the Offer, notices of guaranteed delivery had been delivered with respect to
5,064,343 additional Shares, representing approximately 4.28% of the outstanding Shares. The number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Tender Condition to the Offer that there be validly
tendered and not validly withdrawn a number of Shares that, together with the Shares then owned by Parent and its subsidiaries, represent a majority of the total number of outstanding Shares at the expiration of the Offer. All other conditions to
the Offer were satisfied or waived. On Tuesday, July 28, 2026, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer.
As a result of its acceptance of the Shares tendered in the Offer, Purchaser acquired sufficient Shares to effect the Merger without a vote of
the Stockholders. Accordingly, Open Lending and Purchaser expect to consummate the Merger on July 30, 2026 pursuant to Section 251(h) of the DGCL. At the Effective Time, each Share that was not tendered and accepted pursuant to the Offer
(other than any Shares owned by Parent, Purchaser or the Company, or by any of their respective direct or indirect wholly-owned subsidiaries and Shares held by Stockholders who are entitled to demand and who have properly and validly demanded their
statutory rights of appraisal in compliance with Section 262 of the DGCL) will be cancelled and automatically converted into the right to receive $3.15 per Share in cash, without interest and subject to any required tax withholding.
Following the consummation of the Merger, the Shares will be delisted and will cease to trade on the Nasdaq Global Market. The parties intend
to take steps to cause the termination of the registration of the Shares under the Exchange Act and suspend all of the Company’s reporting obligations under the Exchange Act as promptly as practicable.
On July 28, 2026, ANV and Open Lending issued a press release announcing the expiration and results of the Offer. The full text of the
press release is included as Exhibit (a)(5)(I) hereto and is incorporated herein by reference.”
ITEM 9. EXHIBITS
Item 9 of the Schedule 14D-9 is hereby amended to include the following:
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Exhibit
No. |
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Description |
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Press Release issued by ANV and Open Lending, dated July 28, 2026. |
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