{"filing":{"accession_number":"0001193125-26-325062","cik":"0001806201","ticker":"LPRO","company_name":"Open Lending Corp","form":"8-K","filing_date":"2026-07-30","report_date":"2026-07-30","primary_document":"d154380d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1806201/000119312526325062/d154380d8k.htm"},"events":[{"id":22590,"run_id":20437,"accession_number":"0001193125-26-325062","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.97,"summary":"Open Lending Corp completed a merger transaction in which it became an indirect wholly-owned subsidiary of Parent, with all outstanding shares converted into merger consideration and the registrant delisted from Nasdaq. The transaction included Parent's $350 million financing structure ($100M equity + $250M debt) and resulted in material modifications to security holder rights and the registrant's control structure.","company_name":"Open Lending Corp","ticker":"LPRO","filing_date":"2026-07-30","form":"8-K","submitted_at":null,"items":[{"id":22570,"accession_number":"0001193125-26-325062","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The filing discloses termination of a material credit agreement \"in connection with the consummation of the Merger,\" indicating this is a secondary consequence of a merger closing rather than a standalone debt event. The primary material event is the merger completion (Item 1.02 typically covers M\u0026A terminations and ancillary agreements), and the credit agreement termination is incidental to that transaction. The full repayment and lien release are routine consequences of the merger closing.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T02:21:40.780328+00:00","company_name":"","ticker":null,"filing_date":""},{"id":22571,"accession_number":"0001193125-26-325062","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a merger transaction under the Merger Agreement, with the \"Effective Time\" marking the consummation. The filing describes the conversion of all outstanding shares into merger consideration and the treatment of equity awards (options, RSUs, PSUs), which are standard merger mechanics. This is a material acquisition/change-of-control event that would significantly affect a reasonable investor's assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T02:21:40.780328+00:00","company_name":"","ticker":null,"filing_date":""},{"id":22572,"accession_number":"0001193125-26-325062","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"While Item 3.01 addresses delisting, the disclosure centers on the consummation of a Merger (referenced in Item 2.01) and the resulting removal of shares from Nasdaq listing. The delisting is a consequence of the merger closing, not a standalone delisting event. The material event is the merger completion and change of control, making ma_activity the most salient classification, though delisting_risk could apply if the focus were solely on the listing removal itself.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T02:21:40.780328+00:00","company_name":"","ticker":null,"filing_date":""},{"id":22573,"accession_number":"0001193125-26-325062","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 3.03 discloses the material modification of security holder rights resulting from a merger completion. The prose explicitly states that at the \"Effective Time\" of the \"Merger,\" all outstanding shares were converted into the right to receive merger consideration, and stockholders ceased to have any rights except to receive that consideration. This is the culmination of a material acquisition/change of control transaction, which is the core M\u0026A event. The reference to Item 2.01 (which typically covers the entry into or completion of a material acquisition) and the Merger Agreement confirms this is a completed merger transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T02:21:40.780328+00:00","company_name":"","ticker":null,"filing_date":""},{"id":22574,"accession_number":"0001193125-26-325062","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Item 5.01 discloses a change of control where Open Lending Corp became an indirect wholly-owned subsidiary of Parent through a merger. The filing describes the Effective Time of the merger, payment of Per Share Merger Consideration to shareholders, and Parent's $350 million financing structure ($100M equity + $250M debt). This is a material acquisition/change of control transaction that fundamentally alters the registrant's ownership and control structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T02:21:40.780328+00:00","company_name":"","ticker":null,"filing_date":""},{"id":22575,"accession_number":"0001193125-26-325062","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Although Item 5.03 addresses amendments to articles and bylaws, the disclosure centers on a merger consummation (\"in connection with the consummation of the Merger\") where the Surviving Corporation's certificate of incorporation and bylaws were amended and restated in their entirety. The reference to Item 2.01 (which covers M\u0026A activity) and the language describing the Effective Time and Merger Sub indicate this is a material acquisition or merger event, not a routine governance amendment. The amendments are incidental to the merger itself.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T02:21:40.780328+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":22570,"accession_number":"0001193125-26-325062","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The filing discloses termination of a material credit agreement \"in connection with the consummation of the Merger,\" indicating this is a secondary consequence of a merger closing rather than a standalone debt event. The primary material event is the merger completion (Item 1.02 typically covers M\u0026A terminations and ancillary agreements), and the credit agreement termination is incidental to that transaction. The full repayment and lien release are routine consequences of the merger closing.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T02:21:40.780328+00:00","company_name":"Open Lending Corp","ticker":"LPRO","filing_date":"2026-07-30"},{"id":22571,"accession_number":"0001193125-26-325062","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a merger transaction under the Merger Agreement, with the \"Effective Time\" marking the consummation. The filing describes the conversion of all outstanding shares into merger consideration and the treatment of equity awards (options, RSUs, PSUs), which are standard merger mechanics. This is a material acquisition/change-of-control event that would significantly affect a reasonable investor's assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T02:21:40.780328+00:00","company_name":"Open Lending Corp","ticker":"LPRO","filing_date":"2026-07-30"},{"id":22572,"accession_number":"0001193125-26-325062","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"While Item 3.01 addresses delisting, the disclosure centers on the consummation of a Merger (referenced in Item 2.01) and the resulting removal of shares from Nasdaq listing. The delisting is a consequence of the merger closing, not a standalone delisting event. The material event is the merger completion and change of control, making ma_activity the most salient classification, though delisting_risk could apply if the focus were solely on the listing removal itself.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T02:21:40.780328+00:00","company_name":"Open Lending Corp","ticker":"LPRO","filing_date":"2026-07-30"},{"id":22573,"accession_number":"0001193125-26-325062","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 3.03 discloses the material modification of security holder rights resulting from a merger completion. The prose explicitly states that at the \"Effective Time\" of the \"Merger,\" all outstanding shares were converted into the right to receive merger consideration, and stockholders ceased to have any rights except to receive that consideration. This is the culmination of a material acquisition/change of control transaction, which is the core M\u0026A event. The reference to Item 2.01 (which typically covers the entry into or completion of a material acquisition) and the Merger Agreement confirms this is a completed merger transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T02:21:40.780328+00:00","company_name":"Open Lending Corp","ticker":"LPRO","filing_date":"2026-07-30"},{"id":22574,"accession_number":"0001193125-26-325062","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Item 5.01 discloses a change of control where Open Lending Corp became an indirect wholly-owned subsidiary of Parent through a merger. The filing describes the Effective Time of the merger, payment of Per Share Merger Consideration to shareholders, and Parent's $350 million financing structure ($100M equity + $250M debt). This is a material acquisition/change of control transaction that fundamentally alters the registrant's ownership and control structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T02:21:40.780328+00:00","company_name":"Open Lending Corp","ticker":"LPRO","filing_date":"2026-07-30"},{"id":22575,"accession_number":"0001193125-26-325062","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Although Item 5.03 addresses amendments to articles and bylaws, the disclosure centers on a merger consummation (\"in connection with the consummation of the Merger\") where the Surviving Corporation's certificate of incorporation and bylaws were amended and restated in their entirety. The reference to Item 2.01 (which covers M\u0026A activity) and the language describing the Effective Time and Merger Sub indicate this is a material acquisition or merger event, not a routine governance amendment. The amendments are incidental to the merger itself.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T02:21:40.780328+00:00","company_name":"Open Lending Corp","ticker":"LPRO","filing_date":"2026-07-30"}]}