Open Lending (LPRO) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 3, 2026, to be held virtually for shareholders of record as of April 6, 2026.

• Proxy materials, including the notice, proxy statement, and annual report, are available online, with paper copies available upon request.

Voting matters and shareholder proposals

• Election of two Class III directors, Jessica Buss and William Dabbs Cavin, to serve until the 2029 annual meeting.

• Ratification of Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026.

• Advisory vote on executive compensation (say-on-pay) for named executive officers.

• Shareholder proposal to declassify the board of directors.

• Proposal to amend the certificate of incorporation to effect a reverse stock split at a ratio between 1-for-5 and 1-for-7, with a proportionate decrease in authorized shares, ratio to be set by the board.

Board of directors and corporate governance

• Board recommends voting in favor of all five proposals, including director elections and governance changes.