SEC Form PRE 14A filed by Open Lending Corporation

PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION

Notice of 2026 Annual Meeting of Stockholders

Austin, Texas

[    ], 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

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 [    ], 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 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 [    ], 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.

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:

General Information

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

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.

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:

General Information

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.

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.

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

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

General Information

Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an amended Form 8-K to publish the final results.

What does it mean if I receive more than one proxy card or voting instruction form?

It means that you have multiple accounts at the transfer agent or with brokers, banks or other nominees. Please complete and return all proxy cards or voting instruction forms to ensure that all of your shares are voted.

What if I have technical difficulties or trouble accessing the Annual Meeting?

If you encounter any technical difficulties with the virtual meeting platform on the meeting day, please call the technical support number that will be posted on the virtual stockholder meeting log-in page. Technical support will be available starting at 9:40 a.m. Central Time on June 3, 2026 and will remain available until the Annual Meeting has ended.

Whom should I call if I have any additional questions?

If you hold your shares directly, please call the General Counsel and Corporate Secretary of the Company at (512) 892-0400. If your shares are held in street name, please contact the telephone number provided on your voting instruction form or contact your broker, bank or other nominee holder directly.

If you have any questions or need assistance voting your shares, you may also contact Laurel Hill, the Company’s proxy solicitor for the Annual Meeting, at (888) 742-1305 (banks and brokers may call (516) 933-3100).

Board of Directors and Corporate Governance

Board of Directors

Our board of directors currently consists of seven members. Each of our directors will continue to serve as a director until the election and qualification of his or her successor or until his or her earlier death, resignation or removal. The authorized number of directors may be changed by resolution of our board of directors. Vacancies on our board of directors can be filled by resolution of our board of directors.

Our board of directors is divided into three classes, each serving staggered, three-year terms:

Mr. Hegge is a designee of Nebula Holdings, LLC (“Nebula”), and Mr. Greenberg is a designee of Bregal Sagemount I, L.P. (“Bregal Sagemount”), in each case pursuant to the Investor Rights Agreement, dated June 10, 2020, by and among the Company, the investors listed therein, and Bregal Sagemount. The nominee designation rights of Nebula and Bregal Sagemount terminated in accordance with the terms of the Investor Rights Agreement on June 10, 2025, but Messrs. Hegge and Greenberg are not required to resign as a result of the termination of the designation rights.

As a result of the staggered board, only one class of directors will be elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective terms.

Board Departures

Adam H. Clammer resigned from our board of directors on September 25, 2025. Our board appointed Todd C. Hart as a Class II director to fill the vacancy created by Mr. Clammer’s resignation.

Gene Yoon resigned from our board of directors on November 21, 2025. Our board appointed Abhijit Chaudhary as a Class I director to fill the vacancy created by Mr. Yoon’s resignation.

Charles D. Jehl will not stand for re-election at the Annual Meeting but will continue to serve as a director until the expiration of his term at the Annual Meeting.

We thank Messrs. Clammer, Yoon, and Jehl for their service on the board.

Board of Directors and Corporate Governance

Director Biographies

The following table sets forth information concerning our directors as of April 9, 2026. The biographical description of each director includes the specific experience, qualifications, attributes and skills that the board of directors would expect to consider if it were making a conclusion currently as to whether such person should serve as a director.

Board of Directors and Corporate Governance

Nominees for Director

Board of Directors and Corporate Governance

Continuing Directors

Board of Directors and Corporate Governance

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Independence of our Board of Directors

Our board of directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment, and affiliations, our board of directors has determined that Messrs. Chaudhary, Feldstein, Greenberg, Hart, and Hegge meet independence standards under the applicable rules and regulations of the SEC and the listing standards of the Nasdaq Stock Market (“Nasdaq”). In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Related Person Transactions.”

Board Leadership Structure

Under our corporate governance guidelines, the board of directors does not require the separation of the offices of the chairman of the board of directors (the “Chairman”) and the Chief Executive Officer of the Company. These guidelines provide that the board of directors shall be free to choose its Chairman in any way that it deems best for the Company at any given point in time. Jessica Buss currently serves as the Chairman of our board of directors and as Chief Executive Officer of the Company. The Company does not have a lead independent director. The board of directors believes that this is an appropriate, effective and efficient leadership structure, and has determined that combining the Chief Executive Officer and Chairman roles is optimal at this time, as it provides for clear accountability and leadership responsibility and facilitates effective decision-making and a cohesive corporate strategy. The board of directors periodically reviews its leadership structure, taking into account the goals and objectives of the business and the long-term interests of the Company’s stockholders, and may make changes to the leadership structure in the future.

The duties of the Chairman include the following:

Board of Directors and Corporate Governance

Board Skills Matrix

Our board of directors is committed to ensuring that it has a relevant diversity of skills, background, and experience that we believe is integral to a well-functioning board. The following table summarizes those self-reported skills for each current director under several criteria we have identified as most relevant to our current business strategy:

Board Meetings and Attendance

Our board of directors held thirteen meetings during the fiscal year ended December 31, 2025. Each of the directors attended at least 75% of the meetings of the board of directors and the committees of the board of directors on which he or she served during the fiscal year ended December 31, 2025 (in each case, which were held during the period for which he or she was a director and/or a member of the applicable committee). The Company encourages its

Board of Directors and Corporate Governance

directors to attend the Annual Meeting of Stockholders. All eight of the directors then serving on our board of directors attended the Company’s 2025 annual meeting.

Board Committees

Our board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Each of the committees reports to the board of directors as it deems appropriate and as the board of directors may request. The composition, duties and responsibilities of these committees are set forth below. In the future, our board of directors may establish other committees, as it deems appropriate, to assist it with its responsibilities.

The table below highlights the membership of each committee as of December 31, 2025, along with the number of meetings held during 2025:

Audit Committee

Eric A. Feldstein, Abhijit Chaudhary, and Todd C. Hart serve as members of the audit committee, with Mr. Feldstein serving as the chair. Jessica Buss served as a member of the audit committee until her appointment as Chief Executive Officer on March 31, 2025; Shubhi Rao served as a member of the audit committee until the expiration of her term on May 21, 2025; and Blair J. Greenberg and Thomas K. Hegge served as members of the audit committee until November 21, 2025. Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) require that the audit committee of a listed company be comprised solely of independent directors. Each member of the audit committee is independent as defined under applicable SEC and Nasdaq rules. All of the members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. In addition, Messrs. Feldstein and Hart each qualify as an “audit committee financial expert,” as such term is defined in Item 407 of Regulation S-K.

The audit committee provides assistance to our board of directors in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting, internal control and legal compliance functions by approving the services performed by our independent registered public accounting firm and reviewing their reports regarding our accounting practices and systems of internal accounting controls. The audit committee also oversees the audit efforts of our independent registered public accounting firm and takes those actions as it deems necessary to satisfy itself that the independent registered public accounting firm is independent of management. Our board of directors has adopted a written charter for the audit committee, which is available on our Investor Relations website, investors.openlending.com, under “Corporate Governance.”

Board of Directors and Corporate Governance

Compensation Committee

Todd C. Hart, Eric A. Feldstein, and Blair J. Greenberg serve as members of the compensation committee, with Mr. Hart serving as the chair. Adam H. Clammer served as a member of the compensation committee until his resignation from our board of directors on September 25, 2025. Each member of our compensation committee is independent, as defined under the Nasdaq listing rules, and satisfies Nasdaq’s additional independence standards for compensation committee members. Each member of our compensation committee is a non-employee director (within the meaning of Rule 16b-3 under the Exchange Act).

The compensation committee determines our general compensation policies and the compensation provided to our officers. The compensation committee also makes recommendations to our board of directors regarding director compensation. In addition, the compensation committee reviews and determines share-based compensation for our directors, officers, employees and consultants and administers our equity incentive plans. Our compensation committee also oversees our corporate compensation programs. Our board of directors has adopted a written charter for the compensation committee, which is available on our Investor Relations website, investors.openlending.com, under “Corporate Governance.”

Nominating and Corporate Governance Committee

Abhijit Chaudhary, Blair J. Greenberg, and Thomas K. Hegge serve on the Company’s nominating and corporate governance committee, with Mr. Chaudhary serving as the chair. Gene Yoon served as a member of the nominating and corporate governance committee until his resignation from our board of directors on November 21, 2025. Each member of our nominating and corporate governance committee is independent as defined under the Nasdaq listing rules.

The nominating and corporate governance committee is responsible for making recommendations to our board of directors regarding candidates for directorships and the size and composition of the board. In addition, the nominating and corporate governance committee is responsible for overseeing our corporate governance guidelines and reporting and making recommendations to the board of directors concerning corporate governance matters. Our board of directors has adopted a written charter for the nominating and corporate governance committee, which is available on our Investor Relations website, investors.openlending.com, under “Corporate Governance.”

Identifying and Evaluating Director Nominees

The board of directors delegates the candidate selection and nomination process to the nominating and corporate governance committee, with the expectation that other members of the board of directors, and of management, will be requested to take part in the process as appropriate.

Generally, our nominating and corporate governance committee identifies candidates for director nominees in consultation with management, through the use of search firms or other advisors, through recommendations submitted by stockholders or through such other methods as the nominating and corporate governance committee deems to be helpful to identify candidates. Once candidates have been identified, our nominating and corporate governance committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the nominating and corporate governance committee. The nominating and corporate governance committee may gather information about the candidates through interviews, detailed questionnaires, background checks or any other means that the nominating and corporate governance committee deems to be appropriate in the evaluation process. The nominating and corporate governance committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our board of directors. Based on the results of the evaluation process, the nominating and corporate governance committee recommends candidates for the board of directors’ approval as director nominees for election to the board of directors.

Board of Directors and Corporate Governance

The nominating and corporate governance committee has a policy regarding the consideration of director candidates recommended by stockholders and will consider director candidates recommended by a stockholder in the same manner as all other candidates recommended by other sources. A stockholder may recommend a candidate at any time of the year by writing to the General Counsel and Corporate Secretary at Open Lending Corporation, 1501 S. MoPac Expressway, Suite 450, Austin, Texas 78746.

The board of directors approves minimum qualifications and other criteria for board membership from time to time and has approved the following minimum qualifications to be satisfied by any nominee for a position on the board: high standards of personal and professional ethics and integrity, proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment, skills that are complementary to those of the existing board, the ability to assist and support management and make significant contributions to the Company’s success, and an understanding of the fiduciary responsibilities that is required of a member of the board and the commitment of time and energy necessary to diligently carry out those responsibilities.

Additionally, the board of directors considers all facts and circumstances that it deems appropriate or advisable in considering director candidates, including, among other things, the skills of the proposed director candidate, his or her depth and breadth of business experience, whether the nominee would help achieve a mix that represents a wide range of skills and experiences, his or her independence and the needs of the board of directors.

Cooperation Agreement

On March 6, 2026, the Company entered into a Cooperation Agreement with Palogic. Pursuant to the Cooperation Agreement, the Company agreed, among other things, (i) to include William Dabbs Cavin as a nominee for election as a Class III director at the Annual Meeting and recommend that the Company’s stockholders vote in favor of his election and (ii) to recommend that the Company’s stockholders vote in favor of the nonbinding stockholder proposal previously submitted to the Company by Palogic pursuant to Rule 14a-8 under the Exchange Act, requesting that the Company’s board of directors take the steps necessary to declassify the board so that all directors are elected on an annual basis. Such proposal will be considered by our stockholders at the Annual Meeting and has been included in this proxy statement as Proposal 4—the approval of a stockholder proposal regarding the declassification of our board of directors.

Under the terms of the Cooperation Agreement, Palogic agreed that, during the period from March 6, 2026 until the date that is 30 calendar days prior to the opening of the nominating period under the Company’s bylaws to submit director candidates for election to the board at the 2027 Annual Meeting of Stockholders, Palogic will vote all of its shares of the Company’s common stock in favor of each director nominated and recommended by the board for election at the Annual Meeting and otherwise in accordance with the board’s recommendation on all other proposals or business subject to stockholder action. For additional information, see the Company’s Current Report on Form 8-K filed with the SEC on March 6, 2026 and the copy of the Cooperation Agreement filed as an exhibit thereto.

Communication with the Directors of Open Lending

Any interested party with concerns about our Company may report such concerns to the board of directors or the Chairman of our board of directors or nominating and corporate governance committee, by submitting a written communication to the attention of such director at the following address:

c/o Open Lending Corporation

1501 S. MoPac Expressway

Suite 450

Austin, Texas 78746

Attn: General Counsel and Corporate Secretary

Board of Directors and Corporate Governance

You may submit your concern anonymously or confidentially by postal mail. You may also indicate whether you are a stockholder, supplier, or other interested party.

A copy of any such written communication may also be forwarded to the Company’s legal counsel and a copy of such communication may be retained for a reasonable period of time. The director may discuss the matter with the Company’s legal counsel, with independent advisors, with non-management directors, or with the Company’s management, or may take other action or no action as the director determines in good faith, using reasonable judgment, and applying his or her own discretion.

Communications may be forwarded to other directors if they relate to important substantive matters and include suggestions or comments that may be important for other directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances, and matters as to which we receive repetitive or duplicative communications.

The audit committee oversees the procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or audit matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting, internal accounting controls or auditing matters.

Role of Our Board of Directors in Risk Oversight

One of the key functions of our board of directors is informed oversight of our risk management process, including our enterprise risk management program. While the Company’s senior management team is responsible for the Company’s day-to-day risk management, our board of directors is responsible for ensuring that the risk management processes implemented by management are functioning as intended. Our board of directors is also responsible for monitoring and assessing strategic risk exposure.

While the full board of directors has overall responsibility for risk oversight, the board of directors has delegated oversight responsibility related to certain risks to the audit committee, the compensation committee, and the nominating and corporate governance committee.

The Company’s senior management team regularly reports to and advises our board of directors and its committees of key risks and the status of ongoing efforts to address these risks, through our enterprise risk management program and otherwise.

Board of Directors and Corporate Governance

Role of Our Board of Directors in Oversight of Strategy

One of the primary responsibilities of our board of directors is the oversight of management’s establishment and execution of the Company’s long-term corporate strategy, including evaluating key market opportunities, consumer and market trends, competitive developments and the associated risks. Our board of directors oversees strategy and associated risk through constructive engagement with senior management. The diverse mix of skills, experiences and backgrounds our directors possess helps facilitate strong oversight of the Company’s long-term corporate strategy. Our board of directors regularly reviews with management the Company’s long-term corporate strategy and key commercial and strategic initiatives and risks and provides input to senior management.

Corporate Responsibility

At Open Lending, our mission is to change lives by making transportation more affordable. We achieve this by facilitating automotive consumer loan creation and maintenance for underserved near-prime and non-prime borrowers through the use of our lending enablement and risk analytics solutions. We believe our corporate purpose integrates corporate responsibility, which is reinforced by how we run our business with an emphasis on integrity, quality, respect, teamwork, perseverance, and accountability. By doing so, we promote operational excellence and the long-term interests of the Company and our stakeholders, including our stockholders.

Financial Access

Our flagship proprietary Lenders Protection^™ platform (“LPP”) is a cloud-based automotive lending platform that facilitates automotive financing opportunities for underserved borrowers. LPP enables lenders to expand their lending guidelines to offer loans to borrowers with lower credit scores and supports the full transaction lifecycle, from the initial application process to advanced data analytics. Our LPP risk models use a proprietary score in assessing and pricing risk on automotive loan applications and combines credit bureau data and Fair Credit Reporting Act compliant alternative consumer data to assess risk more effectively and to determine the appropriate insurance premium for any given loan application. We seek to provide outstanding products and unsurpassed service to our customers and the consumers they serve in an effort to make the automotive loan space more competitive, which may result in more attractive loan terms that benefit the consumer.

Business Ethics and Compliance

We are committed to high standards of integrity and ethics in the way we conduct our business. Our board of directors has adopted a code of ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. The full text of our code of ethics is available on our website. We intend to disclose future amendments to certain provisions of our code of ethics, or waivers of certain provisions as they relate to our directors and executive officers, at the same location on our website.

Data Privacy and Security

Our business necessitates the collection and storage of consumers’ personally identifiable information (“PII”). As such, cybersecurity and data privacy are a top concern for us. As a preventative measure, we implemented certain policies and procedures that guide our day-to-day operations:

Board of Directors and Corporate Governance

In addition to internal audits, we conduct bi-annual penetration tests against our application through various third parties throughout the year to maintain our SOC II compliance. We also perform an annual evaluation of our alignment with the U.S. Commerce Department’s National Institute of Standards and Technology framework. Our employees are a key element of our cybersecurity and data privacy defenses. We administer mandatory and regular awareness programs for employees on cybersecurity. We require all new employees to complete security awareness training upon hire, and existing employees must complete security awareness training annually thereafter. We also conduct internal incident response tests, phishing campaigns, and other security-enhancing exercises throughout the year.

Human Capital Management

Our mission-driven culture is supported by our focus on employee input and well-being. We believe collaboration and acting with respect is essential to reaching our goals, promoting a team-based approach, and building strong relationships with our customers, partners, communities, and one another. We support the growth and development of our employees through continual learning and career development opportunities. We offer internally developed training programs, customized corporate training engagements, educational reimbursement programs, and ongoing performance and development conversations. We promote the health and wellness of our employees by encouraging work-life balance, offering flexible work schedules, parental leave and an on-site gym, keeping the employee portion of health care premiums to a minimum, and sponsoring various wellness programs. In addition, each of our employees is expected to adhere to our Code of Business Conduct and Ethics and has avenues to report inappropriate behavior.

Compensation Committee Interlocks and Insider Participation

No interlocking relationship exists between our board of directors or compensation committee and the board of directors or compensation committee of any other entity, nor has any interlocking relationship existed in the past. None of the members of our compensation committee has at any time during the prior three years been one of our officers or employees.

Director Compensation

On May 1, 2024, in consultation with an independent outside consultant, Korn Ferry, our board of directors adopted several changes to the Director Compensation Policy (the “Director Compensation Policy”).

The compensation committee recommended the adoption of the Director Compensation Policy following a review of the equity compensation policies of the Company’s peers. Our board of directors believes that the Director Compensation Policy allows it to attract and retain high-quality director candidates while ensuring that the interests of the board of directors and the Company’s stockholders are aligned.

The Director Compensation Policy is designed to enable the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside Directors”). Members of the board of directors who are employed by or otherwise affiliated with any private equity firm or company that is an investor in the Company (“Investor Directors”), including the directors designated by Bregal Sagemount and Nebula, are not eligible to receive any cash retainers or other form of compensation in connection with their service on the board.

Annual Cash Retainers

Under the Director Compensation Policy, Outside Directors (other than directors who serve on the board pursuant to the terms of an investor rights agreement, or Investor Directors) are eligible to receive cash retainers (which are pro-rated based on the number of actual days served by the director on the board of directors or applicable committee during such calendar year) as set forth below. Cash retainers are paid quarterly in arrears.

Chairman retainers, committee chair retainers, and committee member retainers are in addition to retainers for board membership.

Initial Grants of Restricted Stock Units

In addition, the Director Compensation Policy provides for an initial, one-time restricted stock unit award (“Initial Award”), with a target grant date value of $50,000 to each new Outside Director (other than an Investor Director) upon his or her election to the board, which will vest in full on the first anniversary of the date of grant. All vesting will cease if the director resigns from the board or otherwise ceases to serve as a director of the Company and the Initial Award will be forfeited. If a new Outside Director joins the board on a date other than the date of the Annual Meeting of Stockholders of the Company, then such Outside Director may be granted a pro-rata portion of the Initial Award based on the time between such Outside Director’s appointment and the next Annual Meeting. Grants will be made as soon as administratively practicable following such Outside Director’s appointment to the board.

Director Compensation

Annual Grants of Restricted Stock Units

Following the Annual Meeting, each continuing Outside Director (other than an Investor Director), other than a director receiving an Initial Award, will receive an annual restricted stock unit award (“Annual Award”) with a target grant date value of approximately $150,000. In addition to the Annual Award, the Chairman will receive an annual award with a value of approximately $100,000.

Each of these awards will vest in full upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the next Annual Meeting. All vesting will cease if the director resigns from the board or otherwise ceases to serve as a director of the Company, unless the board determines that the circumstances warrant continuation of vesting. All outstanding equity awards held by an Outside Director will become fully vested and nonforfeitable upon a “sale event” (as defined in the Company’s 2020 Incentive Stock Option and Incentive Plan (the “2020 Plan”)).

We reimburse for all reasonable out-of-pocket expenses incurred by non-employee members of our board of directors for their attendance at meetings of the board or any committee thereof.

2025 Director Compensation Table

The following table presents the total compensation for each person who served as a non-employee member of our board of directors during the year ended December 31, 2025.

Proposal 1: Election of Two Class III Director Nominees

Our board of directors is divided into three classes, with one class standing for election each year. The members of each class are elected to serve a three-year term with the term of office of each class ending in successive years. Jessica Buss and Charles D. Jehl are the directors whose terms expire at the Annual Meeting. Jessica Buss and William Dabbs Cavin have each been nominated for and have agreed to stand for election as a Class III director of the Company until the 2029 annual meeting and until his or her successor is duly elected and qualified. Mr. Cavin is standing for election by our stockholders for the first time. Charles D. Jehl will not stand for re-election at the Annual Meeting but will continue to serve as a director until the expiration of his term at the Annual Meeting. Our Certificate of Incorporation provides that the size of our board of directors will be determined from time to time by resolution of our board of directors. The board of directors currently consists of seven members.

It is intended that, unless you give contrary instructions, shares represented by proxies solicited by the board of directors will be voted for the election of the director nominees listed below. Your proxy cannot be voted for a greater number of persons than the number of director nominees named in this proxy statement.

Information relating to the director nominee and each continuing director, including his or her period of service as a director of the Company, principal occupation and other biographical material is described in the section titled “Board of Directors and Corporate Governance.”

Voting Requirement to Approve Proposal

For Proposal 1, the two nominees receiving the plurality of votes properly cast will be elected as directors.

Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm

The firm of Ernst & Young LLP, independent registered public accounting firm, has been selected by the audit committee as auditors for the Company for the fiscal year ending December 31, 2026. Ernst & Young LLP has served as the independent registered public accounting firm for the Company since 2020. A representative of Ernst & Young LLP is expected to virtually attend the Annual Meeting with the opportunity to make a statement if he or she desires and to respond to appropriate questions.

The Company’s organizational documents do not require that the stockholders ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm. The Company requests such ratification as a matter of good corporate practice. The appointment of Ernst & Young LLP as our independent registered public accounting firm will be ratified if the votes cast FOR exceed the votes cast AGAINST the proposal. Brokers, banks and other nominees have discretionary voting power on this routine matter. Abstentions will have no effect on the ratification, and we do not expect to have broker non-votes on this proposal. If the stockholders do not ratify the appointment, the audit committee will reconsider whether to retain Ernst & Young LLP, but still may retain the firm. Even if the appointment is ratified, the audit committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

Independent Registered Public Accounting Firm Fees

The following is a summary and description of fees incurred by the Company for the fiscal years ended December 31, 2025 and 2024.

Pre-Approval Policies and Procedures

The Company’s audit committee has adopted procedures requiring the pre-approval of all non-audit services performed by the Company’s independent registered public accounting firm in order to assure that these services do not impair the auditor’s independence. These procedures generally approve the performance of specific services subject to a cost limit for all such services. This general approval is to be reviewed, and if necessary modified, at least annually. Management must obtain the specific prior approval of the audit committee for each engagement of the independent registered public accounting firm to perform other audit-related or other non-audit services. The audit committee does not delegate its responsibility to approve services performed by the independent registered public accounting firm to any member of management.

Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm

The standard applied by the audit committee in determining whether to grant approval of any type of non-audit service, or of any specific engagement to perform a non-audit service, is whether the services to be performed, the compensation to be paid for such services and other related factors are consistent with the independent registered public accounting firm’s independence under guidelines of the SEC and applicable professional standards. Relevant considerations include whether the work product is likely to be subject to, or implicated in, audit procedures during the audit of our financial statements, whether the independent registered public accounting firm would be functioning in the role of management or in an advocacy role, whether the independent registered public accounting firm’s performance of the service would enhance our ability to manage or control risk or improve audit quality, whether such performance would increase efficiency because of the independent registered public accounting firm’s familiarity with our business, personnel, culture, systems, risk profile and other factors, and whether the amount of fees involved, or the non-audit services portion of the total fees payable to the independent registered public accounting firm in the period would tend to reduce the independent registered public accounting firm’s ability to exercise independent judgment in performing the audit.

Voting Requirement to Approve Proposal

For Proposal 2, the affirmative vote of a majority of the votes properly cast is required 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.

Audit Committee Report

Report of the Audit Committee of the Board of Directors

This report is submitted by the audit committee of the board of directors of the Company. The audit committee currently consists of the three directors whose names appear below. None of the members of the audit committee is an officer or employee of the Company, and the board has determined that each member of the audit committee is “independent” for audit committee purposes as that term is defined under Rule 10A-3 of the Exchange Act and the applicable Nasdaq rules. In addition, each member of the audit committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. The Board has designated each of Mr. Feldstein and Mr. Hart as an “audit committee financial expert,” as defined under the applicable rules of the SEC. The audit committee operates under a written charter adopted by the board of directors.

The audit committee’s general role is to assist the board in monitoring our financial reporting process and related matters. Its specific responsibilities are set forth in its charter.

The audit committee has reviewed the Company’s financial statements for the fiscal year ended December 31, 2025 and met with management, as well as with representatives of Ernst & Young LLP, the Company’s independent registered public accounting firm, to discuss the consolidated financial statements. The audit committee also discussed with members of Ernst & Young LLP the matters required to be discussed under applicable Public Company Accounting Oversight Board (“PCAOB”) and SEC standards.

In addition, the audit committee received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence and discussed with members of Ernst & Young LLP its independence.

Based on these discussions, the financial statement review and other matters it deemed relevant, the audit committee recommended to the board that the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2025 be included in its Annual Report on Form 10-K for the year ended December 31, 2025.

The information contained in this audit committee report shall not be deemed to be “soliciting material,” “filed” or incorporated by reference into any past or future filing under the Exchange Act or the Securities Act of 1933 unless and only to the extent that the Company specifically incorporates it by reference.

Proposal 3: Advisory Vote Approving the Compensation of our Named Executive Officers

In accordance with SEC rules, we are seeking an advisory vote from our stockholders to approve, on a nonbinding basis, the compensation of our named executive officers as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion. While the results of the vote are nonbinding and advisory in nature, our board of directors intends to consider carefully the results of this vote. We currently hold the say-on-pay vote annually and expect that the next say-on-pay vote will occur at the 2027 annual meeting of stockholders.

The board of directors is presenting this proposal, which gives stockholders the opportunity to endorse or not endorse our executive compensation program, on a nonbinding advisory basis, by voting on the following resolution:

“RESOLVED, that the compensation paid to Open Lending’s named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the accompanying compensation tables and the related narrative discussion, is hereby APPROVED.”

As described in the Compensation Discussion and Analysis section of this proxy statement, our executive compensation programs and underlying principles, as developed and administered by the compensation committee, are designed to compensate our executives on the basis of the success of their efforts, through a combination of base salary and variable incentive compensation dependent on the Company’s performance as well as the performance of each individual. Compensation levels should reflect competitive market practice and also be internally aligned. Our incentive programs are structured so that payments are not earned if minimum performance thresholds are not achieved, and above-market compensation is earned only if warranted by exceptional Company and individual performance.

In considering your vote, you may wish to review with care the information on our compensation policies and decisions regarding our named executive officers presented in the Compensation Discussion and Analysis starting on page 29.

Voting Requirement to Approve Proposal

For Proposal 3, the affirmative vote of a majority of the votes properly cast is required to approve the advisory vote on the compensation of our named executive officers.

However, because this is an advisory vote and therefore not binding on our board of directors or the Company, the vote on this proposal will not affect any compensation already paid or awarded to any named executive officer and will not overrule any decisions made by our board of directors or the compensation committee. The results of the vote will not be construed to create or imply any change or addition to the fiduciary duties of our board of directors. Even so, our board of directors and the compensation committee highly value our stockholders’ opinions and will consider the results of this advisory vote when making future executive compensation decisions.

Executive Officers

The following table sets forth information regarding our executive officers, as of April 9, 2026:

Executive Officers

Massimo Monaco has served as the Chief Financial Officer since August 2025. Prior to joining Open Lending, Mr. Monaco was Chief Financial Officer of Arc Home LLC, a residential mortgage lender from December 2018 to July 2025. From December 2016 to December 2018, he served as the Chief Financial Officer at American Financial Resources, a national residential mortgage lender. Before that, he held various senior finance roles at PHH Corp., a public company specializing in residential mortgage and fleet leasing. Mr. Monaco received a Bachelor of Arts degree and a Master of Business Administration degree from La Salle University.

Anthony Capizzano has served as the Chief Growth Officer since January 2026. Prior to his appointment as Chief Growth Officer, Mr. Capizzano served as Senior Vice President of Consumer Lending at Axos Bank (NYSE: AX) from December 2020 until December 2025. Prior to Axos, from August 2018 until December 2020, Mr. Capizzano served in multiple roles at Bank of the West, later acquired by BMO Harris, including Senior Vice President, Head of Customer Onboarding and Senior Vice President, Product Strategy and Innovation. A proud veteran, Mr. Capizzano served in the United States Marine Corps from 1993 to 1997. Mr. Capizzano received a Bachelor of Science degree in Economics from West Virginia University.

Michelle Glasl has served as the Chief Operating Officer since March 2025. Prior to her appointment as Chief Operating Officer, Ms. Glasl served as the Head of Operations of Argo Group International Holdings, Ltd., a subsidiary of Brookfield Wealth Solutions Ltd. (NYSE, TSX: BNT), from November 2023 to March 2025. From September 2022 to November 2023, Ms. Glasl served as SVP of Strategy and Business Development at Argo Group. Prior to that, she served as Chief Information Officer at GuideOne Insurance from June 2017 to June 2022. She previously served as Vice President of Technology at State Auto from February 2009 to June 2017. Ms. Glasl has a Bachelor of Science degree from the University of Wisconsin—Milwaukee.

Ben Massey has served as the General Counsel and Corporate Secretary since November 2025. Prior to his appointment as General Counsel and Corporate Secretary, Mr. Massey served as Assistant General Counsel of Open Lending from January 2024 until November 2025 and as Corporate Counsel—Securities and Governance of Open Lending from October 2022 until December 2023. Prior to joining Open Lending, Mr. Massey was an attorney with Simpson Thacher & Bartlett LLP from June 2019 until September 2022. Mr. Massey holds an A.B. in Politics from Princeton University and a J.D. from the University of Virginia School of Law.

Matthew Sather has served as the Chief Underwriting Officer since July 2023. Prior to his appointment as Chief Underwriting Officer, Mr. Sather served as Senior Vice President, Underwriting, U.S. Programs at AXIS Capital from November 2017 to November 2022. Prior to AXIS Capital, Mr. Sather spent over 24 years in various roles with CNA Insurance. Mr. Sather has a Bachelor of Science degree in Finance and Statistics from Calvin University.

Executive Compensation

Compensation Discussion and Analysis

Overview

This Compensation Discussion and Analysis (CD&A) describes our executive compensation philosophy and the material components of the executive compensation program offered to our named executive officers (“NEOs”) for 2025.

Our named executive officers for 2025 are the following persons:

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt could vary significantly from our historical practices and currently planned programs summarized in this discussion.

Leadership Changes

Charles D. Jehl terminated employment as our Chief Executive Officer, effective as of March 31, 2025. The Company and Mr. Jehl entered into a Transition Services Agreement, dated as of March 31, 2025, pursuant to which Mr. Jehl provided transition services to the Company as interim Chief Financial Officer. The terms of the Transition Services Agreement are described below under “Transition Services Arrangement with Mr. Jehl.” Mr. Jehl’s position as interim Chief Financial Officer terminated on June 29, 2025. Mr. Jehl has continued to serve as a Class III director of the board. Mr. Jehl will not stand for re-election at the Annual Meeting but will continue to serve as a director until the expiration of his term at the Annual Meeting.

Jessica Buss was appointed as our Chief Executive Officer, effective as of March 31, 2025.

Michelle Glasl was appointed as our Chief Operating Officer, effective as of April 1, 2025.

We reassigned the duties and responsibilities of Sarah Lackey, our former Chief Technology Officer, on April 22, 2025. Ms. Lackey remained with the Company as our Vice President of Strategic Initiatives until she resigned on September 12, 2025.

The Company terminated the employment of Matthew R. Roe as Chief Revenue Officer of the Company, effective as of July 29, 2025. In connection with his departure from the Company, we entered into a Separation and Release Agreement with Mr. Roe on December 2, 2025. The terms of the Separation and Release Agreement are described below under “Separation Agreement with Matthew R. Roe.”

Massimo Monaco was appointed as the Chief Financial Officer of the Company, effective as of August 18, 2025.

Matthew Stark resigned his position as Chief Legal and Compliance Officer and Corporate Secretary, effective November 7, 2025. Ben Massey was appointed to serve as General Counsel and Corporate Secretary, effective November 7, 2025.

Executive Compensation

Stockholder Advisory Vote on Named Executive Officer Compensation

At our 2025 annual meeting, we conducted a nonbinding advisory vote to approve the compensation of our named executive officers. Our stockholders approved the proposal with approximately 83.2% of the votes cast in favor of the proposal. We believe this result demonstrates that our stockholders are supportive of our executive compensation program.

Because market practices and our business needs continue to evolve, we will continue to consistently evaluate our program, including shareholder feedback, and consider making changes when warranted.

Compensation Philosophy and Objectives of our Compensation Program

Our philosophy is to compensate our executives on the basis of the success of their efforts, through a combination of base salary and variable incentive compensation dependent on the Company’s performance as well as the performance of each individual. Compensation levels should reflect competitive market practice and also be internally aligned. Our incentive programs are structured so that payments are not earned if minimum performance thresholds are not achieved, and above-market compensation is earned only if warranted by exceptional Company and individual performance.

Our executive compensation program is guided by the following principles, which are intended to support the Company’s pay-for-performance philosophy:

The executive compensation program is designed to:

How We Determine Compensation

The compensation committee of the board of directors, composed entirely of independent directors, is responsible for reviewing and recommending to the board the annual compensation program and policies for our NEOs, including the CEO. In addition, the compensation committee is responsible for evaluating the performance of our NEOs on an annual basis and recommending to the board our NEOs’ compensation levels, structure and mix of pay. Working with the compensation committee, the board is also responsible for approving executive compensation policies and plans including annual bonus, stock and benefit plans.

In determining the compensation program design and compensation levels, the compensation committee relies on information provided by management as well as an independent outside consultant, Korn Ferry. Management’s role is to

Executive Compensation

ensure that the Company’s compensation programs and policies reflect the Company’s strategic and operational goals and to provide insight on Company and individual performance. Members of management, including the Chief Executive Officer and the General Counsel and Corporate Secretary, as well as the independent outside consultant, frequently attend compensation committee meetings to report on various compensation-related matters.

Korn Ferry has been retained by the compensation committee to provide guidance and assistance with the decision-making process as it relates to executive compensation. The compensation committee assessed the independence of Korn Ferry in accordance with the Nasdaq Rules and applicable SEC regulations and concluded that Korn Ferry’s work for the compensation committee does not raise any conflict of interest.

Targeted Compensation Levels

The total direct compensation opportunities (i.e., base salary, annual incentives and long-term incentives) offered to our named executive officers were designed to be competitive with market practices, to support our executive recruitment and retention objectives, and to be internally equitable among executives. Total compensation opportunity is targeted generally to the 50th percentile of the market, but actual pay may vary above or below target levels based on Company and individual performance relative to the goals set forth in our short- and long-term incentive plans.

In determining total compensation opportunities, the compensation committee considers:

Competitive Benchmarking

The compensation committee compares total compensation opportunities to competitive benchmarks when setting pay levels for our NEOs. The compensation committee had Korn Ferry conduct a benchmarking analysis in 2024 that informed compensation decisions in 2025. In conjunction with this benchmark analysis, Korn Ferry performed a competitive total compensation market analysis based on data obtained from a peer group consisting of 19 publicly traded companies of similar size, industry and operational profile as the Company. The companies included in our compensation peer group are listed below:

Elements of Compensation

In 2025, the principal elements of our executive compensation program were base salary, annual cash bonuses and long-term incentives in the form of time-based RSUs and stock options.

Executive Compensation

Base Salaries

Each of our NEOs receives a base salary, which has been established by our board and/or senior management, taking into account each individual’s role, responsibilities, skills, and experience. Base salaries for our NEOs are reviewed annually by our compensation committee and our board and are adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience.

Base salaries for our NEOs for 2025 and 2024 were as shown below:

Annual Cash Bonuses

In November 2020, we adopted the Senior Executive Cash Incentive Bonus Plan (the “Bonus Plan”), in which each of our NEOs were participants during 2025. Each of these executives was eligible to earn an annual cash incentive bonus based on the achievement of performance targets established by the board, in its discretion. The performance targets relate to financial, strategic, and operational measures or objectives with respect to our Company, referred to as corporate performance goals. Each executive officer who was selected to participate in the Bonus Plan had a target bonus opportunity set for the performance period. The bonus formula for the performance period, including the performance goals and corresponding payout levels, was approved by the board and communicated to each executive officer.

For 2025, each of our NEOs was eligible to earn a target bonus amount, which reflects a percentage of annual base salary, as shown in the table below. These actual award amounts may be increased or decreased compared to target based on performance results, with threshold and maximum opportunities equal to 50% and 150% of target, respectively.

Executive Compensation

The corporate performance goals are measured at the end of the performance period after our financial reports have been published or such other appropriate time as the compensation committee determines. If the corporate performance goals are met, payments will be made as soon as practicable following the end of the performance period, but not later than March 15 after the end of the fiscal year in which such performance period ends. Subject to the rights contained in any agreement between the executive officer and the Company, an executive officer must be in a service relationship with us on the bonus payment date to be eligible to receive the bonus payment.

With respect to the year ended December 31, 2025, 50% of the target bonus for our NEOs was based on achievement of two financial quantitative Company goals (adjusted EBITDA and annualized expense savings), 25% of the target bonus for our NEOs was based on the achievement of one operational Company goal (certified loans), and 25% of the target bonus for our NEOs was based on the achievement of individual goals established for and agreed to by the applicable executive. The table below provides the specific metrics, goals and actual results with respect to the Company goals:

These performance metrics were selected by the compensation committee as they are key measures used by the board to monitor the Company’s financial performance and also reflect a strategy of building sustainable long-term growth of the Company.

For the fiscal year ended December 31, 2025, each of our NEOs had individual (qualitative) goals weighted in the aggregate at 25% for each executive involving various strategic and operational priorities such as the reduction of quarterly earnings volatility, the improvement of customer retention, the implementation of new technology initiatives, and the hiring of additional executives. For the individual portion of the Bonus Plan, each of our NEOs achieved 100% of their respective totals. As a result, each of our NEOs achieved an actual attainment percentage of 111.6%.

Executive Compensation

The table below shows the bonus payouts for our NEOs based on the achievement of the quantitative Company goals and strategic and operational priorities described above: