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.

SEC Form DEF 14A filed by Open Lending Corporation