Major Open Lending (LPRO) holder supports $3.15-per-share cash tender offer and merger

Rhea-AI Filing Summary

Open Lending Corporation received a cash tender offer proposal tied to a planned merger. ANV Group Holdings’ subsidiary agreed to launch an offer to buy any and all Open Lending common shares at $3.15 per share in cash.

A reporting holder group led by Nebula Holdings and True Wind Capital reported beneficial ownership of 7,545,144 shares, or 6.4% of the common stock based on 118,217,082 shares outstanding as of May 5, 2026. Nebula agreed in a Tender and Support Agreement to tender all of its shares, vote against competing deals, restrict transfers, and waive appraisal rights, helping clear the path for the transaction if the offer proceeds as described.

Insights

M&A and special situations analyst

Large shareholder backs $3.15-per-share cash tender offer for Open Lending.

The filing shows Nebula Holdings and affiliated True Wind entities holding 7,545,144 Open Lending shares, or 6.4% of the common stock. They disclose an Agreement and Plan of Merger under which a subsidiary of ANV Group Holdings will launch a cash tender offer at $3.15 per share.

A key detail is the Tender and Support Agreement. Nebula commits to tender all of its shares, vote against competing acquisition proposals, restrict transfers, waive appraisal rights, and not challenge the deal, subject to specified termination events. This strengthens deal certainty from a buyer perspective, as a sizable holder is contractually aligned with the proposed transaction.

The group also reports no trades in the past 60 days, so the position size reflects a stable stake leading into the merger proposal. Subsequent company disclosures and tender offer materials will determine final terms, conditions and timing of any closing, as this filing focuses on the ownership and support commitments.

Key Figures

Offer Price: $3.15 per share Shares held by Nebula: 7,545,144 shares Beneficial ownership percentage: 6.4% +2 more

5 metrics

Offer Price $3.15 per share Cash consideration per Open Lending common share in the tender offer

Shares held by Nebula 7,545,144 shares Nebula Holdings’ Open Lending common stock position as of the filing

Beneficial ownership percentage 6.4% Nebula/True Wind group’s stake in Open Lending common stock

Shares outstanding 118,217,082 shares Open Lending common stock outstanding as of May 5, 2026

Date of merger agreement June 15, 2026 Execution date of Agreement and Plan of Merger

Key Terms

Agreement and Plan of Merger, tender offer, Tender and Support Agreement, beneficial ownership, +1 more

5 terms

Agreement and Plan of Merger financial

"On June 15, 2026, the Issuer entered into an Agreement and Plan of Merger"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

tender offer financial

"Merger Sub will commence a tender offer to purchase any and all shares"

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.

Tender and Support Agreement financial

"Nebula Holdings, LLC entered into a Tender and Support Agreement with Parent and Merger Sub"

beneficial ownership financial

"The percentages of beneficial ownership in this are based on 118,217,082 shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Offer Price financial

"at a price of $3.15 per Share (the "Offer Price"), net to the holder"

The offer price is the amount per share that a company or underwriter sets when selling new stock or bonds to investors, like the price tag on an item in a store. It matters because it determines how much investors must pay, shapes the initial market value of the security, and influences whether demand will be strong or weak — which affects early trading performance and potential returns.

FAQ

What stake in Open Lending (LPRO) does Nebula Holdings and True Wind report?

Nebula Holdings and affiliated True Wind entities report beneficial ownership of 7,545,144 Open Lending common shares, representing 6.4% of the class. This percentage is based on 118,217,082 shares outstanding as of May 5, 2026, cited from the company’s Form 10-Q.

What price does the Open Lending (LPRO) tender offer propose to pay shareholders?

The proposed tender offer values each Open Lending share at $3.15 in cash, labeled as the Offer Price. Holders who tender and are accepted would receive this amount per share, without interest, subject to applicable tax withholding as described in the merger-related agreements.

Who is attempting to acquire Open Lending (LPRO) according to this Schedule 13D/A?

The filing states that ANV Group Holdings Ltd. (Parent) and its indirect subsidiary Lakers Acquisition Sub, Inc. entered into an Agreement and Plan of Merger with Open Lending. The subsidiary will commence the tender offer and later merge with Open Lending, which would survive as a subsidiary of Parent.

What commitments did Nebula Holdings make regarding its Open Lending (LPRO) shares?

Nebula Holdings agreed in a Tender and Support Agreement to tender all its shares into the $3.15 offer, vote against competing deals, restrict transfers, waive appraisal rights, and avoid related litigation. These obligations end if the merger agreement terminates, closes, or is amended in specified adverse ways.

Has Nebula or True Wind traded Open Lending (LPRO) shares recently?

The reporting persons state that none of them effected any transactions in Open Lending’s common stock during the past 60 days. This means the reported 7,545,144-share stake and 6.4% ownership reflect a stable position leading into the announced merger and tender offer agreements.

How will non-tendered Open Lending (LPRO) shares be treated in the merger?

At the merger’s effective time, each Open Lending share not tendered and accepted, other than specified excluded shares, will be converted into the right to receive $3.15 in cash per share, without interest and subject to tax withholding, mirroring the tender offer’s stated cash consideration.

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

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Available on EDGAR 06/17/2026 - 04:30 PM Accepted by SEC EDGAR 06/17/2026 - 04:30 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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)

06/15/2026

(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 7,545,144.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,545,144.00

11

Aggregate amount beneficially owned by each reporting person

7,545,144.00

12

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

13

Percent of class represented by amount in Row (11)

6.4 %

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 7,545,144.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,545,144.00

11

Aggregate amount beneficially owned by each reporting person

7,545,144.00

12

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

13

Percent of class represented by amount in Row (11)

6.4 %

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 7,545,144.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,545,144.00

11

Aggregate amount beneficially owned by each reporting person

7,545,144.00

12

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

13

Percent of class represented by amount in Row (11)

6.4 %

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 7,545,144.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,545,144.00

11

Aggregate amount beneficially owned by each reporting person

7,545,144.00

12

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

13

Percent of class represented by amount in Row (11)

6.4 %

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 7,545,144.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,545,144.00

11

Aggregate amount beneficially owned by each reporting person

7,545,144.00

12

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

13

Percent of class represented by amount in Row (11)

6.4 %

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. 3 (this "Amendment No. 3") 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 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. 3 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 3 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: The information set forth in or incorporated by reference in Item 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 4.
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. Nebula Holdings holds 7,545,144 shares of the Issuer's Common Stock as of the date hereof. The percentages of beneficial ownership in this Schedule 13D are based on 118,217,082 shares of Common Stock issued and outstanding as of May 5, 2026 as described in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2026. The information contained in rows 7 through 10 of each of the cover pages hereto is hereby incorporated by reference into this Item 5(a).
(b)	See Item 5(a) above.
(c)	None of the Reporting Persons have effected any transaction in the Issuer's Common Stock during the past 60 days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented as follows: On June 15, 2026, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with ANV Group Holdings Ltd. ("Parent"), and Lakers Acquisition Sub, Inc., an indirect wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the terms and conditions of the Merger Agreement, Merger Sub will commence a tender offer (as it may be extended, amended or supplemented from time to time, the "Offer") to purchase any and all of the issued and outstanding shares of Common Stock at a price of $3.15 per Share (the "Offer Price"), net to the holder thereof, in cash, without interest thereon and subject to reduction for any applicable tax withholding. Following the consummation of the Offer and subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into the Issuer (the "Merger") in accordance with the Merger Agreement, and the Issuer will survive the Merger as an indirect wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of Common Stock that is not tendered and accepted pursuant to the Offer (other than certain excluded shares) will be cancelled and automatically converted into the right to receive the Offer Price, net to the holder thereof, in cash, without interest thereon and subject to reduction for any applicable tax withholding. Tender and Support Agreement On June 15, 2026, concurrently with the execution and delivery of the Merger Agreement, Nebula Holdings, LLC entered into a Tender and Support Agreement with Parent and Merger Sub (the "Support Agreement"), pursuant to which Nebula Holdings, LLC agreed, among other things, (i) to validly tender all of its shares of Common Stock in the Offer, (ii) to vote its shares of Common Stock against any acquisition proposal and against any other action that would impede or delay the consummation of the Offer or the Merger, (iii) not to transfer, sell, assign, pledge, encumber or otherwise dispose of any of its shares of Common Stock (other than certain permitted transfers to affiliates or for estate planning purposes) or tender any shares of Common Stock into any competing tender or exchange offer, (iv) to waive any rights to demand appraisal of its shares of Common Stock under Section 262 of the DGCL, and (v) not to commence or participate in any proceeding against Parent, Merger Sub or the Issuer relating to the Merger Agreement or the transactions contemplated thereby. The Support Agreement will terminate upon the earlier of the valid termination of the Merger Agreement, the Effective Time, or certain amendments to the Merger Agreement that decrease the consideration or impose additional restrictions on payment. The foregoing description of the Support Agreement is qualified in its entirety by reference to the form of such agreement which is filed as an exhibit to this Schedule 13D and incorporated by reference herein.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented as follows: D. Form of Tender and Support Agreement (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on June 16, 2026).

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:	06/17/2026

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:	06/17/2026

True Wind Capital GP, LLC

Signature:	/s/ Adam H. Clammer
Name/Title:	Adam H. Clammer, Managing Member
Date:	06/17/2026

James H. Greene, Jr.

Signature:	/s/ James H. Greene, Jr.
Name/Title:	James H. Greene, Jr
Date:	06/17/2026

Adam H. Clammer

Signature:	/s/ Adam H. Clammer
Name/Title:	Adam H. Clammer
Date:	06/17/2026