Open Lending Corporation

Item 1.02 Termination of a Material Definitive Agreement. Termination of Credit Agreement In connection with the consummation of the Merger, on July 30, 2026, the Company terminated its Credit Agreement, dated as of March 19, 2021 (as amended from time to time, the “Credit Agreement”), by and among the Company, Wells Fargo Bank, N.A., as administrative agent, and the financial institutions party thereto as lenders. In connection with the termination of the Credit Agreement, the Company will repay in full all of the outstanding obligations thereunder and all related liens will be released, in each case, effective as of the Closing Date.

Item 2.01 Completion of Acquisition or Disposition of Assets. The information under the Introductory Note is incorporated by reference into this Item 2.01. Pursuant to the Merger Agreement, at the Effective Time, each Share that was issued and outstanding immediately prior to the Effective Time (other than Shares owned by Parent, Merger Sub or the Company, or by any of their respective direct or indirect wholly-owned subsidiaries, and Shares held by stockholders of the Company who are entitled to demand and who have properly and validly demanded their statutory rights of appraisal in compliance with Section 262 of the DGCL) was converted into the right to receive the Per Share Merger Consideration, without interest and less any applicable tax withholding. In addition, pursuant to the Merger Agreement, immediately prior to the Effective Time, by virtue of the Merger, automatically and without any action on the part of the Company, Parent or the holder thereof: Each outstanding and unexercised option to purchase Shares (each, a “Company Option”) granted pursuant to the Company’s 2020 Stock Option and Incentive Plan (the “Equity Plan”) that was unvested accelerated and became vested and exercisable, and, as of the Effective Time, each Company Option was cancelled and converted into the right to receive (A) for Company Options with an exercise price per Share that was less than the Per Share Merger Consideration, a cash payment equal to the produc... Each outstanding Company time-based restricted stock unit granted pursuant to the Equity Plan fully vested and, as of the Effective Time, was cancelled and converted into the right to receive a cash payment equal to the Per Share Merger Consideration, without interest and less any applicable tax withholding. Each outstanding Company performance-based stock unit granted pursuant to the Equity Plan (each, a “Company PSU”) vested on a one Company PSU for one Share basis and, as of the Effective Time, was cancelled and converted into the right to receive a cash payment equal to the Per Share Merger Consideration, without interest and less any applicable tax withholding, and the unvested portion of each Company PSU was automatically cancelled for no consideration. The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 16, 2026 and is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The information set forth in the Introductory Note and Item 2.01 of this Current Report is incorporated by reference into this Item 3.01. On the Closing Date, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) of the consummation of the Merger and of its intent to remove the Shares from listing on The Nasdaq Global Market and requested that Nasdaq (i) suspend trading of the Shares on The Nasdaq Global Market at the close of business on the Closing Date and (ii) file a Notification of Removal from Listing and/or Registration on Form 25 with the SEC to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, the Shares will no longer be listed on The Nasdaq Global Market. Upon effectiveness of the Form 25, the Company intends to file with the SEC a Form 15 under the Exchange Act requesting the deregistration of the Shares and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03 Material Modification to Rights of Security Holders. The information under the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. As a result of the Merger, each Share that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was converted, at the Effective Time, into the right to receive the Per Share Merger Consideration, without interest and less any applicable tax withholding, in accordance with the terms of the Merger Agreement. Accordingly, at the Effective Time, the holders of such Shares ceased to have any rights as stockholders of the Company, other than the right to receive the Per Share Merger Consideration, without interest and less any applicable tax withholding.

Item 5.01 Changes in Control of Registrant. The information disclosed under the Introductory Note, Item 2.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. At the Effective Time, a change in control of the Company occurred, and the Company became an indirect wholly-owned subsidiary of Parent. On the Closing Date, Merger Sub paid the Per Share Merger Consideration, without interest and less any applicable tax withholding, for each Share outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K). Parent obtained financing to complete the Offer and Merger, which consisted of $100.0 million of committed equity financing and $250.0 million of committed debt financing. The consummation of the Offer and Merger was not subject to any financing condition.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. In connection with the consummation of the Merger, at the Effective Time, (i) the certificate of incorporation of the Surviving Corporation was amended and restated in its entirety and (ii) the bylaws of the Surviving Corporation were amended and restated in their entirety to read as the bylaws of Merger Sub, as in effect immediately prior to the Effective Time (except that references to the name of Merger Sub were replaced by the name of the Company). Copies of the Surviving Corporation’s amended and restated certificate of incorporation and amended and restated bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 5.03.