lpro-20250630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number: 001-39326

OPEN LENDING CORPORATION

(Exact Name of Registrant as Specified in its Charter)


Delaware			84-5031428
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1501 S. MoPac Expressway Suite 450 Austin, Texas			78746
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (512) 892-0400

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Common stock, par value $0.01 per share

LPRO

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 5, 2025, the registrant had 118,172,477 shares of common stock, $0.01 par value per share, outstanding.

OPEN LENDING CORPORATION

FORM 10-Q

TABLE OF CONTENTS


		Page
PART I.	Financial Information	2

Item 1.	Condensed Consolidated Financial Statements (Unaudited)	2

	Condensed Consolidated Balance Sheets	3

	Condensed Consolidated Statements of Operations	4

	Condensed Consolidated Statements of Changes in Stockholders’ Equity	5

	Condensed Consolidated Statements of Cash Flows	6

	Notes to Condensed Consolidated Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	30

Item 4.	Controls and Procedures	31

PART II.	Other Information	32

Item 1.	Legal Proceedings	32

Item 1A.	Risk Factors	32

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

Item 3.	Defaults Upon Senior Securities	33

Item 4.	Mine Safety Disclosures	33

Item 5.	Other Information	34

Item 6.	Exhibits	35

SIGNATURES		36

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Table of Contents

OPEN LENDING CORPORATION

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except share data)


	June 30, 2025		December 31, 2024

Assets
Current assets
Cash and cash equivalents	$	230,659	$	243,164
Restricted cash	10,678		10,760
Accounts receivable, net	4,406		5,055
Current contract assets, net	14,553		9,973
Income tax receivable	3,576		3,558
Other current assets	3,230		3,215
Total current assets	267,102		275,725
Property and equipment, net	586		729
Capitalized software development costs, net	5,123		5,386
Operating lease right-of-use assets, net	3,478		3,878
Contract assets	14,895		5,094

Other assets	5,477		5,556
Total assets	$	296,661	$	296,368
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	481	$	953
Accrued expenses	7,954		5,166

Current portion of debt	7,500		7,500
Third-party claims administration liability	10,724		10,797
Current portion of excess profit share receipts	18,410		19,346
Other current liabilities	2,072		3,490
Total current liabilities	47,141		47,252
Long-term debt, net of deferred financing costs	128,640		132,217
Operating lease liabilities	2,839		3,273
Excess profit share receipts	31,966		28,210
Other liabilities	7,128		7,329
Total liabilities	217,714		218,281

Stockholders’ equity
Preferred stock, $0.01 par value; 10,000,000 shares authorized, none issued and outstanding	—		—
Common stock, $0.01 par value; 550,000,000 shares authorized, 128,198,185 shares issued and 118,172,477 shares outstanding as of June 30, 2025 and 128,198,185 shares issued and 119,350,001 shares outstanding as of December 31, 2024	1,282		1,282
Additional paid-in capital	495,415		502,664
Accumulated deficit	(327,108)		(328,759)
Treasury stock at cost, 10,025,708 shares at June 30, 2025 and 8,848,184 shares at December 31, 2024	(90,642)		(97,100)
Total stockholders’ equity	78,947		78,087
Total liabilities and stockholders’ equity	$	296,661	$	296,368

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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OPEN LENDING CORPORATION

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenue
Program fees	$	14,933	$	14,836	$	30,143	$	29,145
Profit share	7,969		9,333		14,699		23,215
Claims administration and other service fees	2,408		2,558		4,861		5,112
Total revenue	25,310		26,727		49,703		57,472
Cost of services	5,509		5,713		11,593		11,463
Gross profit	19,801		21,014		38,110		46,009
Operating expenses
General and administrative	11,964		11,745		22,862		23,724
Selling and marketing	4,146		4,149		8,528		8,363
Research and development	2,515		1,130		4,782		2,609
Total operating expenses	18,625		17,024		36,172		34,696
Operating income	1,176		3,990		1,938		11,313
Interest expense	(2,419)		(2,736)		(5,008)		(5,506)
Interest income	2,357		3,086		4,857		6,057

Income before income taxes	1,114		4,340		1,787		11,864
Income tax expense	80		1,438		136		3,875
Net income	$	1,034	$	2,902	$	1,651	$	7,989
Net income per common share
Basic	$	0.01	$	0.02	$	0.01	$	0.07
Diluted	$	0.01	$	0.02	$	0.01	$	0.07
Weighted average common shares outstanding
Basic	118,866		119,206		119,157		119,066
Diluted	119,003		119,331		119,645		119,388

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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OPEN LENDING CORPORATION

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

(In thousands)


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Treasury Stock			Total Stockholders’ Equity
	Shares	Amount		Amount		Amount		Shares	Amount		Amount
Balance as of December 31, 2024	128,198	$	1,282	$	502,664	$	(328,759)	(8,848)	$	(97,100)	$	78,087
Share-based compensation	—	—		1,883		—		—	—		1,883
Restricted stock units issued, net of shares withheld for taxes	—	—		(6,663)		—		433	5,905		(758)

Net income	—	—		—		617		—	—		617
Balance as of March 31, 2025	128,198	$	1,282	$	497,884	$	(328,142)	(8,415)	$	(91,195)	$	79,829
Share-based compensation	—	—		2,353		—		—	—		2,353
Restricted stock units issued, net of shares withheld for taxes	—	—		(4,822)		—		360	4,519		(303)
Shares repurchased, including excise tax	—	—		—		—		(1,971)	(3,966)		(3,966)
Net income	—	—		—		1,034		—	—		1,034
Balance as of June 30, 2025	128,198	$	1,282	$	495,415	$	(327,108)	(10,026)	$	(90,642)	$	78,947





























Balance as of December 31, 2023	128,198	$	1,282	$	502,032	$	(193,749)	(9,378)	$	(103,985)	$	205,580
Share-based compensation	—	—		1,892		—		—	—		1,892
Restricted stock units issued, net of shares withheld for taxes	—	—		(5,307)		—		331	4,286		(1,021)

Net income	—	—		—		5,087		—	—		5,087
Balance as of March 31, 2024	128,198	$	1,282	$	498,617	$	(188,662)	(9,047)	$	(99,699)	$	211,538
Share-based compensation	—	—		2,459		—		—	—		2,459
Restricted stock units issued, net of shares withheld for taxes	—	—		(1,344)		—		100	1,228		(116)

Net income	—	—		—		2,902		—	—		2,902
Balance as of June 30, 2024	128,198	$	1,282	$	499,732	$	(185,760)	(8,947)	$	(98,471)	$	216,783

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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OPEN LENDING CORPORATION

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)


	Six Months Ended June 30,
	2025		2024
Cash flows from operating activities
Net income	$	1,651	$	7,989
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Share-based compensation	4,180		4,222
Depreciation and amortization	1,134		787
Amortization of debt issuance costs	206		214
Non-cash operating lease cost	400		327
Deferred income taxes	—		3,857
Other	149		37
Changes in operating assets & liabilities:
Accounts receivable, net	649		177
Contract assets, net	(14,381)		(4,417)
Excess profit share receipts	2,820		—
Other current and non-current assets	30		(2,885)
Accounts payable	(472)		524
Accrued expenses	2,787		191
Income tax receivable, net	47		843
Operating lease liabilities	(384)		(307)
Third-party claims administration liability	(73)		(1,982)
Other current and non-current liabilities	(1,733)		22
Net cash provided by (used in) operating activities	(2,990)		9,599
Cash flows from investing activities
Purchase of property and equipment	(56)		(51)
Capitalized software development costs	(778)		(1,677)
Net cash used in investing activities	(834)		(1,728)
Cash flows from financing activities


Payments on term loans	(3,750)		(938)


Shares repurchased	(3,952)		—
Shares withheld for taxes related to restricted stock units	(1,061)		(1,137)
Net cash used in financing activities	(8,763)		(2,075)
Net change in cash and cash equivalents and restricted cash	(12,587)		5,796
Cash and cash equivalents and restricted cash at the beginning of the period	253,924		246,669
Cash and cash equivalents and restricted cash at the end of the period	$	241,337	$	252,465
Supplemental disclosure of cash flow information:
Interest paid	$	4,819	$	6,260
Income tax paid (refunded), net	$	89	$	(825)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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OPEN LENDING CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1—Description of Business, Background and Nature of Operations

Open Lending Corporation and its subsidiaries (“Company,” “we,” “us” and “our”), headquartered in Austin, Texas, provides loan analytics, risk-based loan pricing, risk modeling and automated decision technology for automotive lenders throughout the United States of America (the “U.S.”), which enables each lending institution to book near-prime and non-prime automotive loans, coupled with real-time underwriting of loan default insurance, out of its existing business flow. We also operate as a third-party administrator that adjudicates insurance claims and premium adjustments on automotive loans.

Our flagship product, Lenders ProtectionTM platform (“LPP”), is a cloud-based automotive lending enablement platform. LPP supports loans made to near-prime and non-prime borrowers and is designed to underwrite default insurance by linking automotive lenders to our insurance partners. The platform uses risk-based pricing models that enable automotive lenders to assess the credit risk of a potential borrower using data driven analysis. Our proprietary risk models project loan performance, including expected losses and prepayments, in arriving at the optimal contract interest rate. LPP recommends a risk-based, all-inclusive interest rate for a loan that is customized to each automotive lender, reflecting cost of capital, loan servicing and acquisition costs, expected recovery rates and target return on assets.

All of our operations and assets are in the U.S., and all of our revenues are attributable to U.S. customers.

Note 2—Summary of Significant Accounting and Reporting Policies

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and include the accounts of Open Lending Corporation and all its subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation.

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted from these unaudited condensed consolidated financial statements, as permitted by Securities and Exchange Commission (“SEC”) rules and regulations. We believe the disclosures made in these unaudited condensed consolidated financial statements are adequate to make the information herein not misleading. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024.

The interim data includes all normal adjustments that are, in our opinion, necessary for a fair statement of the results for the interim periods presented. The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of our operating results for the entire fiscal year ending December 31, 2025.

Use of Estimates and Judgments

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates, and those differences may be material. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively.

The most significant items subject to such estimates and assumptions include, but are not limited to, profit share revenue recognition and the corresponding impact on contract assets and the excess profit share receipts liability and assessing the realizability of deferred tax assets. Our estimates are based on historical trends and relevant assumptions that we believe to be reasonable under the circumstances. Accordingly, actual results could be materially different from those estimates.

Profit Share Revenue

Profit share represents our participation in the net underwriting profit of third-party insurance partners who provide automotive lenders with credit default insurance on loans those lenders make using LPP. We receive a percentage of the aggregate net monthly insurance underwriting profit over the term of the underlying insured loan. Monthly insurance underwriting profit is calculated as the monthly earned premium less expenses and losses (including

Table of Contents

OPEN LENDING CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

reserves for incurred, but not reported losses), with losses accrued and carried forward for future profit share calculations. In periods where the expenses and losses on the aggregate loan portfolio exceed the monthly earned premiums, no profit share payments are received and future monthly insurance underwriting profits earned are reduced until the earned premiums for the aggregate loan portfolio exceed the accumulated losses at the insurance partner level.

We fulfill our performance obligation upon placement of the insurance and recognize profit share revenue and the related contract asset based on the amount of cash flows we expect to receive from the insurance company over the term of the underlying insured loan.

We use a forecast model to estimate variable consideration based on undiscounted expected future profit share to be received from our insurance partners. The forecast model projects loan-level earned premiums and insurance claim payments driven by projections of prepayment rate, loan default rate and severity of loss on the remaining active loan portfolio as of the reporting date. These assumptions are derived from an analysis of the historical portfolio performance, prevailing default and prepayment trends, and macroeconomic projections. Estimates of variable consideration generated by the forecast model are constrained to the extent that it is probable that a significant reversal of revenue will not occur in future periods.

On a quarterly basis, we update the assumptions used in the forecast model and recognize a change in estimate adjustment to profit share revenue, contract assets and excess profit share receipts liability in the period. To the extent a negative change in estimate exceeds the associated contract asset balance at a loan level, or if cash consideration received is in excess of the expected profit share consideration, the amount is recorded as an excess profit share receipt liability and will be impacted by future changes in estimate related to the profit share revenue forecast.

We assess the default and prepayment assumptions of the forecast model against reported performance and lender delinquency data. The forecast model is updated to consider the actual prepayment rate, default, and severity of results and macroeconomic conditions.

The following table shows the profit share revenue from new certified loan originations and the change in estimates of variable consideration related to performance obligations satisfied in previous periods, primarily as a result of actual portfolio performance and forecast assumption changes due to changes in anticipated loan default rates, severity of losses and prepayment rates.


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024

	(in thousands)
Profit share
New certified loan originations	$	7,668	$	15,989	$	15,347	$	31,019
Change in estimated revenues	301		(6,656)		(648)		(7,804)
Total profit share revenue	$	7,969	$	9,333	$	14,699	$	23,215

Share Repurchase Program

On May 1, 2025, the Board of Directors authorized share repurchases under a share repurchase program (the “Share Repurchase Program”) allowing the Company to repurchase up to $25.0 million of the Company’s outstanding common stock until May 1, 2026. Repurchases may be made at management’s discretion from time to time on the open market. The Share Repurchase Program may be suspended, amended, or discontinued at any time.

Pursuant to the Share Repurchase Program, during the three months ended June 30, 2025, we repurchased 1,971,369 shares at an average price of $2.00 per share for a total of $4.0 million, excluding excise tax. These shares were recorded to Treasury stock, at cost in the unaudited Condensed Consolidated Balance Sheets.

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OPEN LENDING CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Fair Value Measurements

Fair value is the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants. In arriving at a fair value measurement, we use a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable. The three levels of inputs used to establish fair value are the following:

•Level 1 — Quoted prices in active markets for identical assets or liabilities;

•Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

•Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

In situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects our judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed based on the best information available in the circumstances, including expected cash flows and appropriately risk-adjusted discount rates, available observable and unobservable inputs. Refer to Note 7—Fair Value of Financial Instruments for a summary of our financial instruments measured at fair value on a recurring basis.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures. The ASU requires additional disclosure related to rate reconciliation, income taxes paid, and other disclosures to improve the effectiveness of income tax disclosures. The ASU is effective for annual periods beginning after December 15, 2024, and applied on a prospective basis. Early adoption and retrospective application is permitted. We believe this ASU will have no impact on our consolidated financial statements but may result in additional disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires new disclosures, in a separate note to financial statements, of specified information about certain costs and expenses. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We believe this ASU will have no impact on our consolidated financial statements but will result in additional disclosures.

Note 3—Contract Assets and Excess Profit Share Receipts

Contract Assets

We recognize contract assets when we transfer services to a customer, recognize revenue for amounts not yet billed, and the right to consideration is conditional on something other than the passage of time. Accounts receivable are recorded when the customer has been billed or the right to consideration is unconditional. Changes in our contract assets primarily result from the timing difference between the satisfaction of our performance obligation and receipt of the customer’s payment.

For performance obligations related to profit share revenue that were satisfied in previous periods, we evaluate and update our profit share revenue forecast on a quarterly basis and adjust the contract assets accordingly. An increase in the profit share revenue forecast associated with performance obligations satisfied in previous periods, or historic vintages, is reported as a positive change in estimate and generates an increase in our contract asset, additional revenues and future expected cash flows. A decrease in the profit share revenue forecast associated with historic vintages is reported as a negative change in estimate and generates a decrease in our contract asset, and a reduction in revenues and future expected cash flows. To the extent a negative change in estimate exceeds the associated contract asset balance at a loan level, or if cash consideration received is in excess of the expected profit share consideration, the amount is recorded as an excess profit share receipt liability.

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OPEN LENDING CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

As the expected profit share variable consideration and related contract assets are recorded and updated on a quarterly basis, the amounts disclosed as “Changes in estimates of revenue from performance obligations satisfied in previous periods” in the table below includes adjustments to revenue recorded in the previous quarters of the same fiscal year reported.

Contract assets balances for the periods indicated below were as follows:

Contract Assets

Profit
Share

Program
Fees

Claims Administration and Other Service Fees

Total

(in thousands)

Ending balance as of December 31, 2024

9,633

SEC Form 10-Q filed by Open Lending Corporation