SEC Form 4 · accession 0001806201-26-000072
Open Lending Corp · LPRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew Sather
Officer — Chief Underwriting Officer
Period of report
Jul 28, 2026
Accepted (ET)
Jul 30, 2026 · 10:04 am EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001806201
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per share | Jul 28, 2026 | U | 61,426 | $3.15 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2 | — | Jul 30, 2026 | D | 167,793 | D | — | — | Common Stock, par value $0.01 per share | 167,793 | 0 | D |
| Stock OptionsF3 | $2.50 | Jul 30, 2026 | D | 114,379 | D | — | Jul 30, 2035 | Common Stock, par value $0.01 per share | 114,379 | 0 | D |
| Performance Stock UnitsF4 | — | Jul 30, 2026 | A | 123,338 | A | — | — | Common Stock, par value $0.01 per share | 123,338 | 123,338 | D |
| Performance Stock UnitsF4 | — | Jul 30, 2026 | D | 123,338 | D | — | — | Common Stock, par value $0.01 per share | 123,338 | 0 | D |
Explanation of responses
- F1The Reporting Person tendered the shares of common stock in exchange for $3.15 per share in cash in the tender offer (the "Offer") made pursuant to the Agreement and Plan of Merger, dated as of June 15, 2026 (the "Merger Agreement"), among the Issuer, ANV Group Holdings Ltd. and Lakers Acquisition Sub, Inc.
- F2Pursuant to the Merger Agreement, each time-based restricted stock unit of the Issuer outstanding at the effective time of the merger (the "Effective Time") was cancelled and converted into the right to receive $3.15 in cash.
- F3Pursuant to the Merger Agreement, each stock option of the Issuer (each, an "Option") outstanding and unexercised at the Effective Time with an exercise price per share that is less than $3.15 was cancelled and converted into the right to receive a cash payment equal to (x) the total number of shares of common stock subject to such Option multiplied by (y) the excess of $3.15 over the applicable exercise price per share.
- F4Pursuant to the Merger Agreement, effective as of immediately prior to the Effective Time, each outstanding performance-based stock unit of the Issuer (each, a "PSU") vested on a one PSU for one share of common stock basis and, at the Effective Time, was cancelled and converted into the right to receive $3.15 in cash.