[SCHEDULE 13D/A] Open Lending Corporation SEC Filing

Rhea-AI Filing Summary

Schedule 13D/A Amendment No. 1 filed by Palogic Value Fund and related entities discloses their current position in Open Lending Corp. (LPRO).

• Current ownership: 4,172,500 common shares, representing 3.5 % of the 119,786,421 shares outstanding as of May 5 2025.
• Voting & dispositive power: All shares are held with shared voting and dispositive power among the reporting persons; none are held with sole power.
• Date requiring filing: July 2 2025; Item 5(e) notes that the group ceased to be a 5 % or greater holder on June 18 2025.
• Reporting persons: Palogic Value Fund, L.P.; Palogic Value Management, L.P.; Palogic Capital Management, LLC; and Ryan L. Vardeman (individual U.S. citizen).
• The filing states that inclusion in the Schedule 13D should not be construed as an admission of beneficial ownership beyond the shares listed, nor as formation of a formal group under Section 13(d)/(g).

No other transactions in LPRO shares were reported during the past 60 days, and the signatories certified the accuracy of the information on July 7 2025.

Positive

• None.

Negative

• Stake reduced below 5 %, indicating sales that lowered Palogic’s ownership to 3.5 %, which could be interpreted as waning conviction.
• Loss of activist leverage as sub-5 % holders face fewer disclosure duties and typically exert less influence on management.

Insights

Securities Analyst

TL;DR: Palogic cut stake to 3.5 %, falling below the 5 % reporting threshold—signals reduced influence but still retains sizeable holding.

The amendment reveals Palogic’s exit from >5 % status as of June 18 2025. A 3.5 % position remains meaningful yet limits any activist leverage that typically accompanies a 13D filer. The lack of sole voting or dispositive authority underscores the coordinated nature of the holding across fund entities. With no recent transactions beyond those causing the decrease, the event appears routine portfolio management rather than a strategic shift. From a market perspective, the disclosure is moderately negative: reduced ownership can imply diminished confidence, but the fund’s continued presence suggests it still sees value in LPRO.

Corporate Governance Expert

TL;DR: Stake now sub-5 %; governance influence weakens, activism probability declines.

Under U.S. rules, falling below 5 % relieves Palogic of certain reporting obligations and lessens its potential clout in shareholder matters. The firm expressly disclaims group status, further limiting activist overhang. Boards often monitor such changes because the departure of a sizeable investor can affect voting dynamics in future proxy seasons. Given Palogic’s shared rather than sole voting power, its coordination ability was already constrained; the reduced stake compounds this. Overall governance impact is negative but not material enough to alter corporate control.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Open Lending Corp

(Name of Issuer)

Common Stock

(Title of Class of Securities)

68373J104

(CUSIP Number)

Ryan L. Vardeman
8333 Douglas Ave, Suite 775
Dallas, TX, 75225
(214) 871-2700

Kellie Bobo
98 San Jacinto Blvd, Suite 1500
Austin, TX, 78701
(512) 867-8411

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

07/02/2025

(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).

SCHEDULE 13D

CUSIP No. 68373J104

1

Name of reporting person

Palogic Value Management, 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)

AF

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 4,172,500.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,172,500.00

11

Aggregate amount beneficially owned by each reporting person

4,172,500.00

12

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

13

Percent of class represented by amount in Row (11)

3.5 %

14

Type of Reporting Person (See Instructions)

IA, HC, PN

Comment for Type of Reporting Person:

The figure in Item 13 is based upon 119,786,421 shares of common stock, par value $0.01 per share ("Common Stock") of Open Lending Corp (the "Issuer") outstanding as of May 5, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission (the "SEC") for the quarterly period ended March 31, 2025, that was filed on May 8, 2025.

SCHEDULE 13D

CUSIP No. 68373J104

1

Name of reporting person

Palogic Value Fund, 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)

WC

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 4,172,500.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,172,500.00

11

Aggregate amount beneficially owned by each reporting person

4,172,500.00

12

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

13

Percent of class represented by amount in Row (11)

3.5 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The figure in Item 13 is based upon 119,786,421 shares of Common Stock outstanding as of May 5, 2025, as disclosed in the Issuer's Annual Report on Form 10-Q filed by the Issuer with the SEC for the quarterly period ended March 31, 2025, that was filed on May 8, 2025.

SCHEDULE 13D

CUSIP No. 68373J104

1

Name of reporting person

Palogic Capital Management, 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)

AF

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 4,172,500.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,172,500.00

11

Aggregate amount beneficially owned by each reporting person

4,172,500.00

12

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

13

Percent of class represented by amount in Row (11)

3.5 %

14

Type of Reporting Person (See Instructions)

HC, OO

Comment for Type of Reporting Person:

The figure in Item 13 is based upon 119,786,421 shares of Common Stock outstanding as of May 5, 2025, as disclosed in the Issuer's Annual Report on Form 10-Q filed by the Issuer with the SEC for the quarterly period ended March 31, 2025, that was filed on May 8, 2025.

SCHEDULE 13D

CUSIP No. 68373J104

1

Name of reporting person

Ryan L. Vardeman

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)

AF

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 4,172,500.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,172,500.00

11

Aggregate amount beneficially owned by each reporting person

4,172,500.00

12

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

13

Percent of class represented by amount in Row (11)

3.5 %

14

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person:

The figure in Item 13 is based upon 119,786,421 shares of Common Stock outstanding as of May 5, 2025, as disclosed in the Issuer's Annual Report on Form 10-Q filed by the Issuer with the SEC for the quarterly period ended March 31, 2025, that was filed on May 8, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Open Lending Corp
(c)	Address of Issuer's Principal Executive Offices: 1501 S. Mopac Expressway, Suite #450, Austin, TEXAS , 78746.
Item 5.	Interest in Securities of the Issuer
(a)	The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D. Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.
(b)	Number of shares as to which each Reporting Person has: (i) sole power to vote or to direct the vote: See Item 7 on the cover page(s) hereto. (ii) shared power to vote or to direct the vote: See Item 8 on the cover page(s) hereto. (iii) sole power to dispose or to direct the disposition of: See Item 9 on the cover page(s) hereto. (iv) shared power to dispose or to direct the disposition of: See Item 10 on the cover page(s) hereto. Palogic Value Fund is the record and direct beneficial owner of the securities covered by this Schedule 13D. Palogic Value Fund has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares of Common Stock owned by it. As the general partner of Palogic Value Fund, Palogic Value Management may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock owned by Palogic Value Fund. Palogic Value Management does not own any shares of Common Stock directly and disclaims beneficial ownership of any shares of Common Stock owned by Palogic Value Fund. As the general partner of Palogic Value Management, Palogic Capital Management may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by Palogic Value Management. Palogic Capital Management does not own any shares of Common Stock directly and disclaims beneficial ownership of any shares of Common Stock beneficially owned by Palogic Value Management. As the sole member of Palogic Capital Management, Mr. Vardeman may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by Palogic Capital Management. Mr. Vardeman does not own any shares of Common Stock directly and disclaims beneficial ownership of any shares of Common Stock beneficially owned by Palogic Capital Management. As of the date hereof, no Reporting Person owns any shares of Common Stock of the Issuer other than as set forth in this Item 5.
(c)	Other than as set forth on Annex A hereto, there have been no transactions in the class of securities reported on that were effected by the Reporting Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.
(d)	Not applicable.
(e)	June 18, 2025

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.

Palogic Value Management, L.P.

Signature:	Palogic Capital Management, LLC
Name/Title:	General Partner
Date:	07/07/2025

Signature:	/s/ Ryan L. Vardeman
Name/Title:	Sole Member
Date:	07/07/2025

Palogic Value Fund, L.P.

Signature:	Palogic Value Management, L.P.
Name/Title:	General Partner
Date:	07/07/2025

Signature:	Palogic Capital Management, LLC
Name/Title:	General Partner
Date:	07/07/2025

Signature:	/s/ Ryan L. Vardeman
Name/Title:	Sole Member
Date:	07/07/2025

Palogic Capital Management, LLC

Signature:	/s/ Ryan L. Vardeman
Name/Title:	Sole Member
Date:	07/07/2025

Ryan L. Vardeman

Signature:	/s/ Ryan L. Vardeman
Name/Title:	Ryan L. Vardeman
Date:	07/07/2025

FAQ

How many Open Lending (LPRO) shares does Palogic currently own?

Palogic entities report beneficial ownership of 4,172,500 common shares.

What percentage of LPRO’s outstanding shares does this represent?

The position equals 3.5 % of the 119,786,421 shares outstanding as of May 5 2025.

When did Palogic fall below the 5 % ownership threshold?

Item 5(e) states the threshold was crossed on June 18 2025.

Does Palogic have sole voting power over any LPRO shares?

No. All reported shares are held with shared voting and dispositive power; sole power is 0.

Were any other LPRO transactions reported in the last 60 days?

No additional transactions were disclosed beyond those reflected in the current ownership figures.