📜 What This Document Is 📜

This document is a DEF 14A, which is a type of proxy statement filed with the SEC. Think of it as the official "agenda and rulebook" for the company's annual meeting of stockholders. It doesn't contain quarterly financial results; rather, it outlines what votes will be taken, who the board members are, and how the company plans to operate in the coming years.

👉 The core purpose is to gather stockholder votes on governance issues (like electing directors) and structural changes (like adjusting the stock structure) while providing mandatory legal disclosures.

🏢 What Open Lending Corp Does 🚀

Open Lending Corporation (LPRO) operates in the automotive financing sector, focused on making vehicle loans available to consumers who traditionally struggle to get credit. The company’s mission is explicitly stated: "to change lives by making transportation more affordable."

👉 They achieve this by facilitating automotive consumer loan creation and maintenance for underserved near-prime and non-prime borrowers, utilizing a proprietary lending platform called Lenders Protection™ (LPP).

🗓️ Annual Meeting Logistics 📅

The Annual Meeting of Stockholders is set for June 3, 2026, at 10:00 a.m. Central Time. Given the modern focus on convenience and accessibility, the meeting will be held solely in a virtual format via webcast at www.proxydocs.com/LPRO.

• Record Date: The date the board fixed for determining eligible voters is the close of business on April 6, 2026. As of this date, a total of 118,217,082 shares of common stock were outstanding and entitled to be voted.
• How to Vote: Stockholders can vote by Internet, by Telephone, or by returning a physical proxy card. The company encourages stockholders to use the internet or phone options for convenience.
• Viewing Materials: All proxy materials, including the Annual Report on Form 10-K for the year ended December 31, 2025, are available online at www.proxydocs.com/LPRO.

🗳️ Core Votes and Proposals ⚖️

Stockholders are being asked to vote on five major proposals that dictate the company's governance and stock structure. The board of directors has recommended a "FOR" vote on all five proposals.

1. Electing Directors (Proposal 1)

This proposal asks for the election of two Class III directors. The election requires a plurality of votes cast, meaning the nominees who receive the highest number of "FOR" votes win.

• The Requirement: Elect two Class III directors to serve until the 2029 Annual Meeting of Stockholders.
• The Candidates: Jessica Buss and William Dabbs Cavin.
• Why it Matters: This is the fundamental way the company ensures its leadership is represented by a fresh slate of directors.

2. Ratifying the Auditor (Proposal 2)

The company proposes to ratify the appointment of Ernst & Young LLP as its independent registered public accounting firm. This proposal requires the affirmative vote of a majority of the votes properly cast.

• The Firm: Ernst & Young LLP.
• The Period: Fiscal year ending December 31, 2026.
• Why it Matters: This vote confirms that the company is comfortable with the established accounting firm handling its financial records, which is essential for investor trust and regulatory compliance.

3. Executive Compensation (Proposal 3)

This proposal is an advisory vote on the compensation of the named executive officers. The vote is non-binding, meaning it does not legally dictate payment but reflects stockholder opinion.

• The Goal: To approve the compensation package of the named executive officers.
• Why it Matters: This gives stockholders a public say in whether they feel the company’s management is being paid appropriately relative to the company's performance.

4. Board Declassification (Proposal 4)

This is a stockholder proposal, submitted by Palogic. It requests the declassification of the board of directors, meaning that all directors would be elected annually, rather than being grouped into separate classes (Class I, II, and III).

• The Proposal: Declassify the board so all directors are elected every year.
• Board Recommendation: The board recommends voting FOR this proposal.
• Why it Matters: Declassification proposals often signal a desire for increased shareholder influence and greater accountability to the general body of investors.

5. Reverse Stock Split (Proposal 5)

This proposal asks for an amendment to the company’s Certificate of Incorporation to execute a reverse stock split. The proposed ratio is in the range from 1-for-5 to 1-for-7.

• The Mechanics: For every five to seven shares of common stock an investor owns, they will receive one new, higher-priced share.
• Why it Matters: This action reduces the total number of outstanding shares. It is often done to increase the average price of the stock, making it look more stable and appealing to institutional investors, though it does not change the company’s total market capitalization.

🏛️ Board Structure and Governance 🧑‍💼

The governance sections detail how the company is structured and who is responsible for oversight. The board of directors has three standing committees: Audit, Compensation, and Nominating and Corporate Governance.

Board Leadership Structure

The board currently does not require separating the Chairman and CEO roles. Jessica Buss currently fulfills both roles, which the board believes "provides for clear accountability and leadership responsibility."

• Key Role: As Chairman, Ms. Buss is responsible for presiding over the board, leading strategy discussions, and serving as the board liaison to senior management.
• Skills Matrix: The board highlights a diverse skill set, including expertise in Finance/Accounting, Operations, Legal/Government Relations, and Insurance, among its directors.

Board Membership Changes

The filing notes several changes in board membership since 2025:

• Departures: Adam H. Clammer resigned on September 25, 2025. Gene Yoon resigned on November 21, 2025. Charles D. Jehl will not stand for re-election at the Annual Meeting.
• Appointments: Todd C. Hart was appointed to fill the vacancy left by Mr. Clammer, and Abhijit Chaudhary was appointed to fill the vacancy left by Mr. Yoon.

🤝 The Palogic Cooperation Agreement 📄

This agreement is a highly significant element, detailing a relationship between Open Lending and Palogic Value Management.

• Date: March 6, 2026.
• Key Commitments: Under this agreement, Palogic committed to:
  1. Voting all of its shares in favor of William Dabbs Cavin’s election as a Class III director.
  2. Voting all of its shares in favor of the stockholder proposal to declassify the board (Proposal 4).
• The Implication: This agreement effectively locks in support from a major shareholder (Palogic) for both a specific director nominee and the structural reform (declassification) proposed by Palogic.

✨ Company Operations and Compliance 🛡️

The company dedicates significant attention to its operational strategies and compliance requirements, demonstrating a commitment to both consumer welfare and robust internal controls.

Business Model & Financial Access

LPRO's flagship platform, the Lenders Protection™ (LPP), is the core of its business. It is a cloud-based automotive lending platform that allows lenders to expand their lending to underserved borrowers.

• Risk Assessment: The LPP uses a proprietary score that combines credit bureau data and alternative consumer data to assess and price risk accurately.
• Goal: By providing outstanding products and unsurpassed service, LPRO aims to make the automotive loan space more competitive, which benefits consumers with potentially more attractive loan terms.

Data Security & Ethical Practices

The company recognizes that its business requires handling vast amounts of personally identifiable information (PII), making data security a top priority.

• Internal Controls: They have implemented detailed policies, including Data Classification Guidelines, Incident Response Plans, and Encryption Policies.
• Auditing: To maintain SOC II compliance, they conduct bi-annual penetration tests and perform an annual evaluation against the U.S. Commerce Department’s National Institute of Standards and Technology framework.
• Ethics: LPRO has adopted a formal Code of Ethics that applies to all employees and officers.

📍 Important Contacts and Next Steps 📞

If stockholders have questions regarding the meeting, they are provided with multiple points of contact, depending on how their shares are held.

• General Questions: The General Counsel and Corporate Secretary can be reached at (512) 892-0400.
• Shares Held in Street Name: The shareholder should contact their broker, bank, or other nominee directly, or call the number provided on their voting instruction form.
• Proxy Solicitor: Laurel Hill is retained as the proxy solicitor and can be reached at (888) 742-1305.
• Technical Support: Technical support will be available on June 3, 2026, starting at 9:40 a.m. Central Time for attendees with virtual meeting difficulties.

🧠 The Analogy 🎭

Attending an Annual Meeting is like a school parent-teacher conference, but instead of talking to teachers, stockholders talk to the board of directors. The proxy statement is the detailed itinerary: it tells you exactly which subjects (proposals) will be discussed, who the professors are (directors), and what the homework is (your vote). The core goal is not just to discuss the school year, but to vote on whether the board (the school administration) is trustworthy and whether the overall structure of the school (the company) needs fundamental changes.

🧩 Final Takeaway 💡

LPRO is using its annual meeting to solidify its governance structure by running multiple high-stakes votes, including a significant bid to declassify the board and approve a reverse stock split. The Palogic agreement provides a major vote of confidence for both the board and the shareholder's push for declassification.