DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant

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Filed by a party other than the Registrant

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Check the appropriate

box

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

Open Lending Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) below per Exchange Act Rules 14a-6(i)(1) and 0-11

LOGO

April 20, 2026

Dear Stockholders of Open Lending:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Open Lending Corporation, a Delaware corporation (the “Company” or “Open Lending”), which will be held as a virtual meeting on June 3, 2026 at 10:00 a.m., Central Time. We have designed the format of the Annual Meeting to ensure that stockholders are afforded similar rights and opportunities to participate as they would have at an in-person meeting. You may attend the meeting virtually via the Internet at www.proxydocs.com/LPRO, where you will be able to view the meeting live, vote electronically and submit questions. To attend the Annual Meeting, you will need the 12-digit control number, which is located on the Notice of Internet Availability that you received in the mail, on your proxy card or in the instructions accompanying your proxy materials.

We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:

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to elect two Class III directors to serve until the Company’s 2029 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified;

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to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

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to approve, on a nonbinding advisory basis, the compensation of our named executive officers;

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to approve a stockholder proposal regarding the declassification of our board of directors;

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to approve an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s shares of common stock at a ratio in the range from 1-for-5 to 1-for-7, and a proportionate decrease to the number of authorized shares of the Company’s common stock, with the exact ratio to be set within such range at the discretion of our board of directors without further action by our stockholders; and

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to transact any other business that may properly come before the meeting or any adjournment or postponement thereof.

Under Securities and Exchange Commission rules, the Company is providing access to the proxy materials for the Annual Meeting to stockholders via the Internet. Accordingly, you can access the proxy materials and vote at www.proxydocs.com/LPRO. Instructions for accessing the proxy materials and voting are described below and in the Notice of Annual Meeting that you received in the mail.

Your vote is very important. Whether or not you plan to attend the meeting, please carefully review the enclosed proxy statement and cast your vote, regardless of the number of shares you hold.

If you are a stockholder of record, you may vote over the Internet, by telephone, or, if you request to receive a printed set of the proxy materials, by completing, signing, dating and mailing the accompanying proxy card in the return envelope. Submitting your vote via the Internet or by telephone or proxy card will not affect your right to vote online during the virtual meeting if you decide to attend the Annual Meeting. If your shares are held in street name (i.e., held for your account by a broker, bank or other nominee), you will receive instructions from your broker, bank or other nominee explaining how to vote your shares, and you will have the option to cast your vote by telephone or over the Internet if your voting instruction form from your broker, bank or nominee includes instructions and a toll-free telephone number or Internet website to do so. In any event, to be sure that your vote will be received in time, please cast your vote by your choice of available means at your earliest convenience.

We hope that you will join us on June 3, 2026. Your investment and continued support of Open Lending are very much appreciated.

LOGO

Sincerely,

LOGO

Jessica Buss

Chairman of the Board of Directors and Chief Executive Officer

LOGO

Notice of 2026 Annual Meeting of Stockholders


Time:		10:00 a.m., Central Time

Date:		June 3, 2026

Place:		Online at www.proxydocs.com/LPRO

Purpose:		1. To elect each of Jessica Buss and William Dabbs Cavin as a Class III member of the board of directors, to serve until the Company’s 2029 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified; 2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; 3. To approve, on a nonbinding advisory basis, the compensation of our named executive officers; 4. To approve a stockholder proposal regarding the declassification of our board of directors; 5. To approve an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s shares of common stock at a ratio in the range from 1-for-5 to 1-for-7, and a proportionate decrease to the number of authorized shares of the Company’s common stock, with the exact ratio to be set within such range at the discretion of our board of directors without further action by our stockholders; and 6. To transact any other business that may properly come before the meeting or any adjournment or postponement thereof.

Record Date:		The board of directors has fixed the close of business on April 6, 2026 as the record date for determining stockholders entitled to notice of and to vote at the meeting. For information regarding how to access the names of registered stockholders entitled to vote at the Annual Meeting, please see the section titled “General Information.”

Meeting Admission:		All stockholders as of the record date, or their duly appointed proxies, may attend the virtual meeting. In order to be able to attend the meeting, you will need the 12-digit control number, which is located on your Notice, on your proxy card, or in the instructions accompanying your proxy materials. Instructions on how to participate in the Annual Meeting are also posted online at www.proxydocs.com/LPRO.

Voting by Proxy:		If you are a stockholder of record, you may vote over the Internet, by telephone, or, if you request to receive a printed set of the proxy materials, by completing, signing, dating and mailing the accompanying proxy card in the return envelope. Submitting your vote via the Internet or by telephone or proxy card will not affect your right to vote online during the virtual meeting if you decide to attend the Annual Meeting. If your shares are held in street name (i.e., held for your account by a broker, bank or other nominee), you will receive instructions from your broker, bank or other nominee explaining how to vote your shares, and you will have the option to cast your vote by telephone or over the Internet if your voting instruction form from your broker, bank or other nominee includes instructions and a toll-free telephone number or Internet website to do so.

By order of the Board of Directors,

LOGO

Ben Massey

General Counsel and Corporate Secretary

Austin, Texas

April 20, 2026

Important Notice Regarding the Internet Availability of Proxy Materials for the Company’s 2026 Annual Meeting of Stockholders to Be Held on June 3, 2026: The Notice of 2026 Annual Meeting of Stockholders, proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available at www.proxydocs.com/LPRO.

Table of Contents


General Information			1
Why is Open Lending holding a virtual Annual Meeting?			1
When are the proxy statement and the accompanying materials scheduled to be sent to stockholders?			1
Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?			1
Who is soliciting my vote?			1
Who is entitled to vote?			2
Is a list of stockholders available?			2
How do I vote?			2
How do I attend the Annual Meeting online?			3
Will there be a question-and-answer session?			3
Will the Annual Meeting be available for replay?			3
What matters am I voting on?			3
What are the Board of Directors’ recommendations on how to vote my shares?			4
What vote is required to approve each item and how are votes counted?			4
Could other matters be decided at the Annual Meeting?			5
Who pays the cost for soliciting proxies?			5
How do I vote shares held in street name?			5
Can I change my vote?			6
How is a quorum reached?			6
What happens if the meeting is postponed or adjourned?			6
How can I find out the results of the voting at the Annual Meeting?			6
What does it mean if I receive more than one proxy card or voting instruction form?			7
What if I have technical difficulties or trouble accessing the Annual Meeting?			7
Whom should I call if I have any additional questions?			7
Board of Directors and Corporate Governance			8
Board of Directors			8
Board Departures			8
Director Biographies			9
Independence of our Board of Directors			13
Board Leadership Structure			13
Board Skills Matrix			14
Board Meetings and Attendance			14
Board Committees			15
Cooperation Agreement			17
Communication with the Directors of Open Lending			17
Role of Our Board of Directors in Risk Oversight			18
Role of Our Board of Directors in Oversight of Strategy			19
Corporate Responsibility			19
Compensation Committee Interlocks and Insider Participation			20


Director Compensation			21
Proposal 1: Election of Two Class III Director Nominees			23
Voting Requirement to Approve Proposal			23
Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm			24
Independent Registered Public Accounting Firm Fees			24
Pre-Approval Policies and Procedures			24
Voting Requirement to Approve Proposal			25
Audit Committee Report			26
Proposal 3: Advisory Vote Approving the Compensation of our Named Executive Officers			27
Voting Requirement to Approve Proposal			27
Executive Officers			28
Executive Officer Biographies			28
Executive Compensation			29
Compensation Discussion and Analysis			29
Employment Agreements			36
Other Factors Affecting Executive Compensation			38
Tax Deductibility of Executive Compensation			39
Clawback of Performance-Based Awards			39
Policies and Practices Related to the Grant of Certain Equity Awards			39
Compensation Committee Report			40
Executive Compensation Tables			41
CEO Pay Ratio			49
Pay Versus Performance			50
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			53
Securities Authorized for Issuance Under Equity Compensation Plans			55
Certain Relationships and Related Person Transactions			56
Related Person Transactions			56
Policies for Approval of Related Person Transactions			57
Proposal 4: Stockholder Proposal Regarding the Declassification of our Board of Directors			58
Board Recommendation			58
Voting Requirement to Approve Proposal			59
Proposal 5: Reverse Stock Split Proposal			60
Voting Requirement to Approve Proposal			64
Other Matters			65
Stockholder Recommendations for Director Nominations for the 2027 Annual Meeting			65
Requirements for Stockholder Proposals to be Considered for Inclusion in the Company’s 2027 Proxy Materials			65
Solicitation of Proxies			66
Important Notice Regarding Delivery of Stockholder Documents			67
Other Business			67

General Information

Why is Open Lending holding a virtual Annual Meeting?

Our Annual Meeting will be held solely in a virtual format, which will be conducted via a live webcast and online stockholder tools. We have created and implemented the virtual format in order to facilitate stockholder attendance and participation by enabling stockholders to participate fully and equally from any location around the world, at no cost (other than any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies). A virtual annual meeting makes it possible for more stockholders (regardless of size, resources or physical location) to have direct access to information more quickly, while saving the Company and our stockholders time and money. We also believe that the online tools we have selected will increase stockholder communication and participation at the Annual Meeting.

When are the proxy statement and the accompanying materials scheduled to be sent to stockholders?

We have elected to provide access to our proxy materials to our stockholders via the Internet. Accordingly, on or about April 20, 2026, we will begin mailing to our stockholders a Notice of Internet Availability containing instructions on how to access our proxy materials, including our proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2025. The Notice of Internet Availability also instructs you on how to submit your proxy or voting instructions through the Internet or to request a paper copy of our proxy materials, including a proxy card or voting instruction form that includes instructions on how to submit your proxy or voting instructions by mail or telephone. For shares held in street name (i.e., held for your account by a broker, bank or other nominee), you will receive a voting instruction form from your broker, bank or other nominee. The Annual Report on Form 10-K and this proxy statement are available on our website at www.proxydocs.com/LPRO.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission, or the SEC, we are providing access to our proxy materials over the Internet rather than printing and mailing the proxy materials. We believe electronic delivery will expedite the receipt of materials, will help lower our costs and reduce the environmental impact of our Annual Meeting materials. Therefore, a Notice of Internet Availability will be mailed to holders of record and beneficial owners of our common stock starting on or around April 20, 2026. The Notice of Internet Availability will provide instructions as to how stockholders may access and review the proxy materials, including the Notice of Annual Meeting, proxy statement, proxy card, and Annual Report on Form 10-K, on the website referred to in the Notice of Internet Availability or, alternatively, how to request that a copy of the proxy materials, including a proxy card, be sent to stockholders by mail. The Notice of Internet Availability will also provide voting instructions. In addition, stockholders of record may request to receive the proxy materials in printed form by mail, or electronically by e-mail, on an ongoing basis for future stockholder meetings. Please note that while our proxy materials are available at the website referenced in the Notice of Internet Availability, and our Notice of Annual Meeting, proxy statement and Annual Report on Form 10-K are available on our website, no other information contained on either website is incorporated by reference in or considered to be a part of this document.

Who is soliciting my vote?

The board of directors of Open Lending Corporation (the “board of directors” or the “board”) is soliciting your vote for the 2026 Annual Meeting of Stockholders.


		2026 Proxy Statement		1

General Information

Who is entitled to vote?

Holders of our common stock on the close of business on April 6, 2026 (the “Record Date”) may vote at the Annual Meeting. As of the Record Date, a total of 118,217,082 shares of common stock of the Company were outstanding and entitled to be voted at the meeting. Each share of common stock is entitled to one vote on each matter.

Registered Stockholders. If shares of our common stock are registered directly in your name with our transfer agent, you are considered the “stockholder of record” with respect to those shares and the Notice was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote live at the Annual Meeting.

Street Name Stockholders. If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and the Notice was forwarded to you by your broker, bank or other nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of our common stock live at the Annual Meeting unless you follow your broker, bank or other nominee’s procedures for obtaining a legal proxy. If you request a printed copy of our proxy materials by mail, your broker, bank or other nominee will provide a voting instruction form for you to use.

Is a list of stockholders available?

The names of stockholders of record entitled to vote at the Annual Meeting will be available to stockholders at least 10 days prior to our Annual Meeting at our principal executive offices located at 1501 S. MoPac Expressway, Suite 450, Austin, Texas 78746 during normal business hours, and at the Annual Meeting.

How do I vote?

If you are a stockholder of record and your shares are registered directly in your name, you may vote:

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By Internet. Access www.proxydocs.com/LPRO using the voter control number printed on the furnished Notice or proxy card. Your shares will be voted in accordance with your instructions. You must specify how you want your shares voted or your Internet vote cannot be completed and you will receive an error message. If you vote on the Internet, you may also request electronic delivery of future proxy materials.

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By Telephone. Call 1-866-870-6982 toll-free from the U.S., U.S. territories and Canada, and follow the instructions on the enclosed proxy card. Your shares will be voted in accordance with your instructions. You must specify how you want your shares voted or your telephone vote cannot be completed.

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By Mail. Complete and mail a proxy card in the enclosed postage prepaid envelope to P.O. Box 8016, Cary, NC 27512-9903. Your proxy will be voted in accordance with your instructions. If you sign and return the enclosed proxy but do not specify how you want your shares voted, they will be voted FOR each of the director nominees named herein to the Company’s board of directors, FOR the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, FOR the approval, on a nonbinding advisory basis, of the compensation of our named executive officers, FOR the approval of a stockholder proposal regarding the declassification of our board of directors, FOR the approval of the Reverse Stock Split Proposal (as defined below), and will be voted according to the discretion of the proxy holder upon any other business that may properly be brought before the meeting and at all adjournments and postponements thereof. If you are mailed a proxy card or voting instruction form, and you choose to vote by telephone or by Internet, you do not have to return your proxy card or voting instruction form.

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By Internet at the Annual Meeting. Instructions on how to attend and vote at the Annual Meeting are described at www.proxydocs.com/LPRO.


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General Information

If your shares of common stock are held in street name (held for your account by a broker, bank or other nominee):

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By Internet or By Telephone. You will receive instructions from your broker, bank or other nominee if you are permitted to vote by Internet or telephone.

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By Mail. You will receive instructions from your broker, bank or other nominee explaining how to vote your shares by mail.

How do I attend the Annual Meeting online?

We will be hosting our Annual Meeting via live webcast only. Any stockholder can attend the Annual Meeting live online at www.proxydocs.com/LPRO. The webcast will start at 10:00 a.m. Central Time on June 3, 2026. Stockholders may vote and ask questions while attending the Annual Meeting online. In order to be able to attend the Annual Meeting, you will need the 12-digit control number, which is located on your Notice of Internet Availability, on your proxy card or in the instructions accompanying your proxy materials. Instructions on how to participate in the Annual Meeting are also posted online at www.proxydocs.com/LPRO.

Will there be a question-and-answer session?

As part of the Annual Meeting, we will hold a live Q&A session, during which we intend to answer as many questions as time permits. Questions must comply with the Annual Meeting procedures and be pertinent to the Company, our stockholders, and the meeting matters.

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If you wish to submit a question in advance of the Annual Meeting: After receiving the Notice of Internet Availability, the proxy card or the instructions accompanying the proxy materials, stockholders may submit questions, in writing, by following the instructions on the Annual Meeting website. To submit a question in advance of the meeting, beneficial owners must register in advance of the meeting.

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If you wish to ask a question during the Annual Meeting: Log in to the Annual Meeting website and enter the control number included on your Notice of Internet Availability, on your proxy card or in the instructions accompanying your proxy materials when prompted.

Questions and answers may be grouped by topic and substantially similar questions may be grouped and answered once.

Will the Annual Meeting be available for replay?

A replay of the Annual Meeting will be made publicly available approximately 24 hours after the Annual Meeting at www.proxydocs.com/LPRO. The replay will be available for one year.

What matters am I voting on?

You will be voting on:

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Proposal 1: the election of two Class III directors to serve until the Company’s 2029 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified;

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Proposal 2: the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

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Proposal 3: the approval, on a nonbinding advisory basis, of the compensation of our named executive officers;

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Proposal 4: the approval of a stockholder proposal regarding the declassification of our board of directors;

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Proposal 5: the approval of an amendment to our Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”) to effect a reverse stock split of the Company’s shares of common stock at a ratio in


		2026 Proxy Statement		3

General Information

the range from 1-for-5 to 1-for-7, and a proportionate decrease to the number of authorized shares of the Company’s common stock, with the exact ratio to be set within such range at the discretion of our board of directors without further action by our stockholders (the “Reverse Stock Split Proposal”); and

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Any other business that may properly come before the meeting or any adjournment or postponement thereof.

What are the Board of Directors’ recommendations on how to vote my shares?

Our board of directors recommends a vote:

Proposal 1: FOR the election of the two Class III director nominees (page 23);

Proposal 2: FOR the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm (page 24);

Proposal 3: FOR the approval, on a nonbinding advisory basis, of the compensation of our named executive officers (page 27);

Proposal 4: FOR the approval of the stockholder proposal regarding the declassification of our board of directors (page 58); and

Proposal 5: FOR the approval of the Reverse Stock Split Proposal (page 60).

What vote is required to approve each item and how are votes counted?

Votes cast by proxy or online at the Annual Meeting will be counted by the persons appointed by the Company to act as tabulators for the meeting. The tabulators will count all votes FOR, WITHHOLD, AGAINST, ABSTAIN and broker non-votes, as applicable, for each matter to be voted on at the Annual Meeting. A broker non-vote occurs when a broker, bank or other nominee holding shares in “street name” for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received voting instructions from the beneficial owner. Brokers, banks or other nominees that have not received voting instructions from beneficial owners can vote on “routine” or “discretionary” items, but nominees cannot vote on non-routine items. At the Annual Meeting, Proposal 1, Proposal 3 and Proposal 4 are non-routine items, and accordingly, brokers, banks or other nominees that have not received voting instructions from beneficial owners cannot vote on these proposals. Proposal 2 and Proposal 5 are routine items and brokers, banks or other nominees that have not received voting instructions from beneficial owners may vote on these proposals in their discretion.

Proposal 1—Election of two Class III director nominees

The election of directors requires a plurality of the votes properly cast. “Plurality” means that the nominees who receive the largest number of votes cast “FOR” such nominees are elected as directors. You may vote “FOR” or “WITHHOLD” on each of the nominees for election as a director. Withheld votes and broker non-votes will have no effect on the outcome of this election.

Proposal 2—Ratification of appointment of Ernst & Young LLP as our independent registered public accounting firm

The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026, requires the affirmative vote of a majority of the votes properly cast.


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General Information

Abstentions will have no effect on the outcome of this proposal. Because this proposal is “routine” and brokers, banks or other nominees may vote in their discretion with respect to this proposal, we do not expect to have broker non-votes on this proposal.

Proposal 3—Nonbinding advisory vote approving the compensation of our named executive officers

Approval of the nonbinding advisory vote on the compensation of our named executive officers requires the affirmative vote of a majority of the votes properly cast. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

Proposal 4—Vote on the stockholder proposal regarding the declassification of our board of directors

Approval of the stockholder proposal regarding the declassification of our board of directors requires the affirmative vote of a majority of the votes properly cast. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

Proposal 5—Reverse Stock Split Proposal

Approval of the Reverse Stock Split Proposal requires the affirmative vote of a majority of the outstanding shares of common stock as of the Record Date. Abstentions will have the same effect as a vote “AGAINST” this proposal. Because this proposal is “routine” and brokers, banks or other nominees may vote in their discretion with respect to this proposal, we do not expect to have broker non-votes on this proposal.

Could other matters be decided at the Annual Meeting?

The Company does not know of any other matters that may be presented for action at the Annual Meeting. Should any other business come before the meeting, the persons named on the enclosed proxy will have discretionary authority to vote the shares represented by such proxies in accordance with their best judgment. If you hold shares through a broker, bank or other nominee as described above, they will not be able to vote your shares on any other business that comes before the Annual Meeting unless they receive instructions from you with respect to such matter.

Who pays the cost for soliciting proxies?

The Company will pay the cost for the solicitation of proxies by the board of directors. The solicitation of proxies will be made primarily by mail and through internet access to materials. Proxies may also be solicited personally, by telephone, fax or e-mail by employees of the Company without any remuneration to such individuals other than their regular compensation. The Company has also retained Laurel Hill Advisory Group (“Laurel Hill”), a proxy solicitation firm, to assist in the solicitation of proxies for a fee of $10,000 and reimbursement of expenses. The Company will also reimburse brokers, banks, custodians, other nominees, and fiduciaries for forwarding these materials to their principals to obtain the authorization for the execution of proxies.

How do I vote shares held in street name?

If your shares are registered directly in your name, you are a “stockholder of record” who may vote at the meeting. As the stockholder of record, you have the right to direct the voting of your shares by voting over the Internet, by telephone, by returning your proxy or by voting online during the Annual Meeting.


		2026 Proxy Statement		5

General Information

If your shares are held in street name (i.e., held for your account by a broker, bank or other nominee), you will receive instructions from your broker, bank or other nominee explaining how to vote your shares, and you will have the option to cast your vote by telephone or over the Internet if your voting instruction form from your broker, bank or other nominee includes instructions and a toll-free telephone number or Internet website to do so.

If your shares are held in an account at a bank or at a brokerage firm or other nominee holder, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your broker, bank or other nominee who is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares and to participate in the Annual Meeting. You will receive instructions from your broker, bank or other nominee explaining how you can vote your shares and whether they permit Internet or telephone voting. Follow the instructions from your broker, bank or other nominee included with these proxy materials, or contact your broker, bank or other nominee to request a voting instruction form. We encourage you to provide voting instructions to your broker, bank or other nominee by giving your proxy to them. This ensures that your shares will be voted at the Annual Meeting according to your instructions. However, if you are a beneficial owner holding shares in “street name,” you may not vote your shares of our common stock live at the Annual Meeting unless you follow your broker, bank or other nominee’s procedures for obtaining a legal proxy.

Can I change my vote?

You may revoke your proxy at any time before it is voted by

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notifying the General Counsel and Corporate Secretary in writing at Open Lending Corporation, 1501 S. MoPac Expressway, Suite 450, Austin, Texas 78746,

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returning a signed proxy with a later date, or

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transmitting a subsequent vote over the Internet or telephone prior to the close of the Internet voting facility or the telephone voting facility.

You may also attend the virtual meeting and vote during the meeting. If your stock is held in street name, contact your broker, bank or other nominee for instructions as to how to change your vote.

How is a quorum reached?

The presence, in virtual attendance or represented by proxy, of holders of at least a majority of the outstanding shares entitled to vote is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes, if any, will be counted for purposes of determining whether a quorum is present for the transaction of business at the meeting.

What happens if the meeting is postponed or adjourned?

Your proxy may be voted at the postponed or adjourned meeting. You will still be able to change your proxy until it is voted.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K (“Form 8-K”) that we expect to file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the


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SEC Form DEF 14A filed by Open Lending Corporation