Open Lending Corporation (LPRO) holders sell 7.5M shares, stake now 0%

Rhea-AI Filing Summary

Open Lending Corporation’s former reporting stockholder group, including Nebula Holdings LLC and True Wind Capital affiliates, has reported the sale of 7,545,144 shares of common stock.

These shares were sold on July 28, 2026 in the Offer described in a prior amendment at $3.15 per share in cash, net to the holder and subject to reduction for applicable tax withholding.

After this transaction, the reporting persons state they beneficially own 0 shares, representing 0.0% of Open Lending’s common stock, and that as of July 28, 2026 they ceased to beneficially own more than five percent of the outstanding shares.

Key Figures

Shares sold in Offer: 7,545,144 shares Sale price per share: $3.15 per share Post-transaction beneficial ownership: 0 shares +2 more

5 metrics

Shares sold in Offer 7,545,144 shares Common Stock of Open Lending Corporation sold by Nebula Holdings in the Offer on July 28, 2026

Sale price per share $3.15 per share Cash consideration in the Offer, net to the holder and subject to tax withholding

Post-transaction beneficial ownership 0 shares Shares of Open Lending common stock beneficially owned by each reporting person after the Offer

Percent of class after transaction 0.0 % Percentage of Open Lending common stock reported as beneficially owned by each reporting person

Date ownership fell below 5% July 28, 2026 Date reporting persons ceased to beneficially own more than five percent of outstanding common stock

Key Terms

beneficially own, dispositive power, percent of class, net to the holder

4 terms

beneficially own regulatory

"As of the date hereof, none of the Reporting Persons beneficially own any shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

dispositive power regulatory

"Number of Shares Beneficially Owned by Each Reporting Person With: Sole Dispositive Power 0.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

percent of class regulatory

"Percent of class represented by amount in Row (11) 0.0 %"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

net to the holder financial

"sold in the Offer at a price of $3.15 per Share, net to the holder thereof"

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

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Available on EDGAR 07/30/2026 - 05:00 PM Accepted by SEC EDGAR 07/30/2026 - 05:00 PM Learn about SEC filing dates

FAQ

What ownership change in Open Lending (LPRO) does this Schedule 13D/A report?

The amendment reports that the former reporting holder group now owns 0 shares of Open Lending common stock, or 0.0% of the class, after disposing of all previously reported shares in an Offer that closed on July 28, 2026.

How many Open Lending (LPRO) shares were sold by the reporting persons?

Nebula Holdings sold 7,545,144 shares of Open Lending common stock. This sale reflects the entire position previously reported for the group, leading to a post-transaction beneficial ownership of 0 shares by each reporting person.

At what price were the Open Lending (LPRO) shares sold in the Offer?

The 7,545,144 Open Lending shares were sold at $3.15 per share in cash. The price was described as net to the holder, without interest, and subject to reduction for any applicable tax withholding under the Offer’s terms.

When did the reporting persons fall below 5% ownership of Open Lending (LPRO)?

The reporting persons state that, as of July 28, 2026, they ceased to beneficially own more than five percent of Open Lending’s outstanding common stock, following completion of the Offer and sale of 7,545,144 shares.

Who are the main reporting persons named in this Open Lending (LPRO) Schedule 13D/A?

Key reporting persons include Nebula Holdings LLC, True Wind Capital, L.P., True Wind Capital GP, LLC, James H. Greene, Jr., and Adam H. Clammer, each now reporting beneficial ownership of 0 shares of Open Lending common stock.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Open Lending Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

68373J104

(CUSIP Number)

Adam H. Clammer
True Wind Capital Management, L.P., Four Embarcadero Center, Suite 2100
San Francisco, CA, 94111
(415) 780-9975

William Brentani, Esq.
Simpson Thacher & Bartlett LLP, 1 Market Street
San Francisco, CA, 94105
(650) 251-5000

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

07/28/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 68373J104

1

Name of reporting person

Nebula Holdings LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 68373J104

1

Name of reporting person

True Wind Capital, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 68373J104

1

Name of reporting person

True Wind Capital GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 68373J104

1

Name of reporting person

James H. Greene, Jr.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 68373J104

1

Name of reporting person

Adam H. Clammer

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Open Lending Corporation
(c)	Address of Issuer's Principal Executive Offices: 1501 S. MoPac Expressway, Suite 450, Austin, TEXAS , 78746.
Item 1 Comment: This Amendment No. 4 (this "Amendment No. 4") amends and supplements the Schedule 13D filed on November 18, 2020, as amended by Amendment No. 1 filed on December 14, 2020, as amended by Amendment No. 2 filed on April 6, 2021, as amended by Amendment No. 3 filed on June 17, 2026 (as so amended, the "Schedule 13D") by the Reporting Persons relating to the shares of common stock, par value $0.01 per share (the "Common Stock"), of Open Lending Corporation (the "Issuer"). The Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 4 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On July 28, 2026, the Offer described in Amendment No. 3 to this Schedule 13D closed. Pursuant to the terms of the Offer, the 7,545,144 shares of Common Stock held by Nebula Holdings were sold in the Offer at a price of $3.15 per Share, net to the holder thereof, in cash, without interest thereon and subject to reduction for any applicable tax withholding.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a)-(c) of this Schedule 13D are hereby amended and restated as follows: The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3 and 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 5. As of the date hereof, none of the Reporting Persons beneficially own any shares of the Issuer's Common Stock
(b)	See Item 5(a) above.
(c)	Except as set forth in this Amendment No. 4, none of the Reporting Persons have effected any transaction in the Issuer's Common Stock during the past 60 days.
(e)	Item 5(e) of this Schedule 13D is hereby amended and restated as follows: As of July 28, 2026, the Reporting Persons ceased to beneficially own more than five percent of the Issuer's outstanding shares of Common Stock.

SIGNATURE

After reasonable 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.

Nebula Holdings LLC

Signature:	/s/ Adam H. Clammer
Name/Title:	Adam H. Clammer, Managing Member of True Wind Capital GP, LLC, general partner of True Wind Capital, L.P., its manager
Date:	07/30/2026

True Wind Capital, L.P.

Signature:	/s/ Adam H. Clammer
Name/Title:	Adam H. Clammer, Managing Member of True Wind Capital GP, LLC, its general partner
Date:	07/30/2026

True Wind Capital GP, LLC

Signature:	/s/ Adam H. Clammer
Name/Title:	Adam H. Clammer, Managing Member
Date:	07/30/2026

James H. Greene, Jr.

Signature:	/s/ James H. Greene, Jr.
Name/Title:	James H. Greene, Jr.
Date:	07/30/2026

Adam H. Clammer

Signature:	/s/ Adam H. Clammer
Name/Title:	Adam H. Clammer
Date:	07/30/2026