Open Lending (LPRO) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 3, 2026, with stockholders able to participate, vote, and ask questions online.

• Key proposals include director elections, auditor ratification, executive compensation approval, board declassification, and a reverse stock split.

• The board recommends voting in favor of all proposals.

• Voting can be done online, by phone, mail, or during the virtual meeting, with detailed instructions provided to all stockholders.

Voting matters and shareholder proposals

• Election of Jessica Buss and William Dabbs Cavin as Class III directors to serve until 2029.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year 2026.

• Advisory approval of executive compensation (say-on-pay).

• Approval of a shareholder proposal to declassify the board, moving to annual director elections.

• Approval of a reverse stock split at a ratio between 1-for-5 and 1-for-7, with a proportionate decrease in authorized shares.

Board of directors and corporate governance

• The board consists of seven members divided into three staggered classes, with recent changes including new appointments and resignations.

• Board committees include audit, compensation, and nominating/governance, all composed of independent directors.

• A Cooperation Agreement with Palogic led to the nomination of Mr. Cavin and support for the declassification proposal.

• The board regularly reviews its leadership structure and skills matrix to ensure diversity and effective oversight.