8-K

Open Lending Corp (LPRO)

8-K 2025-08-06 For: 2025-08-06
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 6, 2025

lpro logo.jpg

OPEN LENDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware 001-39326 84-5031428
(State or other jurisdiction<br>of incorporation) (Commission<br>File Number) (IRS Employer<br>Identification No.)

1501 S. MoPac Expressway

Suite 450

Austin, Texas 78746

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 512-892-0400

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br>Symbol(s) Name of each exchange<br>on which registered
Common stock, par value $0.01 per share LPRO The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).    Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02 Results of Operations and Financial Condition.

On August 6, 2025, Open Lending Corporation (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended June 30, 2025. A copy of the press release and additional supplemental financial information are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

The information furnished under this Item 2.02 and in the accompanying Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits

99.1 Earnings Release, dated August 6, 2025
99.2 Earnings Supplement Q2 2025
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OPEN LENDING CORPORATION
By: /s/ Jessica Buss
Name: Jessica Buss
Title: Chief Executive Officer

Date: August 6, 2025

2

Document

Exhibit 99.1

openlendinglogoa.jpg

Open Lending Reports Second Quarter 2025 Financial Results

AUSTIN, Texas, August 6, 2025 – Open Lending Corporation (Nasdaq: LPRO) (the “Company” or “Open Lending”), an industry trailblazer in lending enablement and risk analytics solutions for financial institutions, today reported financial results for its second quarter ended June 30, 2025.

“I am pleased with our progress as the team executes against our strategy to increase profitability and reduce volatility in our unit economics, to improve customer retention, to streamline the business, and to align incentives across the entire organization,” said Jessica Buss, Chief Executive Officer of Open Lending. “We believe our value proposition remains strong and differentiated as highlighted by the early extension of our relationship with AmTrust, our largest insurance provider and a trusted partner for over a decade. We thank them for their continued support and dedication to our mission to serve the underserved.”

Three Months Ended June 30, 2025 Highlights

•The Company facilitated 26,522 certified loans during the second quarter of 2025, compared to 28,963 certified loans in the second quarter of 2024.

•Total revenue was $25.3 million during the second quarter of 2025, compared to $26.7 million in the second quarter of 2024. The second quarter of 2025 was impacted by an increase of $0.3 million in estimated profit share revenues related to business in historic vintages as compared to a $6.7 million reduction in the second quarter of 2024.

•Gross profit was $19.8 million during the second quarter of 2025, compared to $21.0 million in the second quarter of 2024.

•Net income was $1.0 million during the second quarter of 2025, compared to $2.9 million in the second quarter of 2024.

•Adjusted EBITDA was $4.1 million during the second quarter of 2025, compared to $6.8 million in the second quarter of 2024.

Adjusted EBITDA is a non-GAAP financial measure. Beginning in the quarter ended June 30, 2025, we have updated the presentation of Adjusted EBITDA to exclude interest income as we believe the exclusion of interest income aligns our definition with comparable companies. Prior periods presented have been conformed to the current period presentation.

A reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure is provided in the financial table included at the end of this press release. An explanation of this measure and how it is calculated is also included under the heading “Non-GAAP Financial Measures.”

Third Quarter 2025 Outlook

For the third quarter of 2025, the Company currently expects total certified loans to be between 22,500 and 24,500.

The guidance provided includes forward-looking statements within the meaning of U.S. securities laws. See “Forward-Looking Statements” below.

Open Lending will host a conference call to discuss the second quarter 2025 financial results on August 6, 2025 at 5:00 pm ET. The conference call will be webcast live from the Company's investor relations website at https://investors.openlending.com/ under the “Events” section. The conference call can also be accessed live over the phone by dialing (800) 343-4136, or for international callers (203) 518-9843 using access code LENDING. An archive of the webcast will be available at the same location on the website shortly after the call has concluded.

Share Repurchase Program

On May 1, 2025, the Board of Directors authorized share repurchases under a share repurchase program (the “Share Repurchase Program”) allowing the Company to repurchase up to $25.0 million of the Company's outstanding common stock until May 1, 2026. Repurchases may be made at management's discretion from time to time in the open market. The Share Repurchase Program may be suspended, amended, or discontinued at any time.

During the three months ended June 30, 2025, we repurchased 1,971,369 shares at an average price of $2.00 per share for a total of $4.0 million, excluding excise tax.

About Open Lending

Open Lending (Nasdaq: LPRO) provides loan analytics, risk-based pricing, risk modeling and default insurance to auto lenders throughout the United States. For over 20 years, we have been empowering financial institutions to create profitable auto loan portfolios with less risk and more reward. For more information, please visit www.openlending.com.

Forward-Looking Statements

This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, including statements related to the Company's new loan measures, lender profitability, volatility, the Share Repurchase Program, market trends, consumer behavior and demand for automotive loans, as well as future financial performance under the heading "Third Quarter 2025 Outlook" above. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “on track,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements are based on various assumptions and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the Company’s control. These forward-looking statements are subject to a number of risks and uncertainties, including general economic, market, political and business conditions; applicable taxes, inflation, tariffs, supply chain disruptions including global hostilities and responses thereto, interest rates and the regulatory environment; the outcome of judicial proceedings to which Open Lending may become a party; and other risks discussed in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2024. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know or that it currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this press release. Subsequent events and developments may cause the Company's assessments to change, but, the Company specifically disclaims any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Non-GAAP Financial Measures

The non-GAAP financial measures included in this press release are financial information that has not been prepared in accordance with GAAP. The Company uses Adjusted EBITDA and Adjusted EBITDA margin internally in analyzing our financial results and believes these measures are useful to investors, as a supplement to GAAP measures, in evaluating our ongoing operational performance. The Company believes that the use of non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial results with other companies in our industry, many of which present similar non-GAAP financial measures to investors.

The Company believes these measures provide useful information to investors and others in understanding and evaluating its operating results in the same manner as its management and board of directors. In addition, these measures provide useful measures for period-to-period comparisons of our business, as they remove the effect of certain non-cash items and certain non-recurring variable charges.

Adjusted EBITDA is defined as GAAP net income (loss) excluding interest expense, interest income, income tax expense, depreciation and amortization expense, and share-based compensation expense. Adjusted EBITDA margin is defined as Adjusted EBITDA expressed as a percentage of total revenue.

Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measure provided in the financial statement tables included below in this press release.

Investor Relations Contact:

InvestorRelations@openlending.com

OPEN LENDING CORPORATION

Consolidated Balance Sheets

(Unaudited)

(In thousands, except share data)

June 30,<br>2025 December 31,<br>2024
Assets
Current assets
Cash and cash equivalents $ 230,659 $ 243,164
Restricted cash 10,678 10,760
Accounts receivable, net 4,406 5,055
Current contract assets, net 14,553 9,973
Income tax receivable 3,576 3,558
Other current assets 3,230 3,215
Total current assets 267,102 275,725
Property and equipment, net 586 729
Capitalized software development costs, net 5,123 5,386
Operating lease right-of-use assets, net 3,478 3,878
Contract assets 14,895 5,094
Other assets 5,477 5,556
Total assets $ 296,661 $ 296,368
Liabilities and stockholders’ equity
Current liabilities
Accounts payable $ 481 $ 953
Accrued expenses 7,954 5,166
Current portion of debt 7,500 7,500
Third-party claims administration liability 10,724 10,797
Current portion of excess profit share receipts 18,410 19,346
Other current liabilities 2,072 3,490
Total current liabilities 47,141 47,252
Long-term debt, net of deferred financing costs 128,640 132,217
Operating lease liabilities 2,839 3,273
Excess profit share receipts 31,966 28,210
Other liabilities 7,128 7,329
Total liabilities 217,714 218,281
Stockholders’ equity
Preferred stock, $0.01 par value; 10,000,000 shares authorized and none issued and outstanding
Common stock, $0.01 par value; 550,000,000 shares authorized, 128,198,185 shares issued and 118,172,477 shares outstanding as of June 30, 2025 and 128,198,185 shares issued and 119,350,001 shares outstanding as of December 31, 2024 1,282 1,282
Additional paid-in capital 495,415 502,664
Accumulated deficit (327,108) (328,759)
Treasury stock at cost, 10,025,708 shares at June 30, 2025 and 8,848,184 shares at December 31, 2024 (90,642) (97,100)
Total stockholders’ equity 78,947 78,087
Total liabilities and stockholders’ equity $ 296,661 $ 296,368

OPEN LENDING CORPORATION

Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share data)

Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Revenue
Program fees $ 14,933 $ 14,836 $ 30,143 $ 29,145
Profit share 7,969 9,333 14,699 23,215
Claims administration and other service fees 2,408 2,558 4,861 5,112
Total revenue 25,310 26,727 49,703 57,472
Cost of services 5,509 5,713 11,593 11,463
Gross profit 19,801 21,014 38,110 46,009
Operating expenses
General and administrative 11,964 11,745 22,862 23,724
Selling and marketing 4,146 4,149 8,528 8,363
Research and development 2,515 1,130 4,782 2,609
Total operating expenses 18,625 17,024 36,172 34,696
Operating income 1,176 3,990 1,938 11,313
Interest expense (2,419) (2,736) (5,008) (5,506)
Interest income 2,357 3,086 4,857 6,057
Income before income taxes 1,114 4,340 1,787 11,864
Income tax expense 80 1,438 136 3,875
Net income $ 1,034 $ 2,902 $ 1,651 $ 7,989
Net income per common share
Basic $ 0.01 $ 0.02 $ 0.01 $ 0.07
Diluted $ 0.01 $ 0.02 $ 0.01 $ 0.07
Weighted average common shares outstanding
Basic 118,866 119,206 119,157 119,066
Diluted 119,003 119,331 119,645 119,388

OPEN LENDING CORPORATION

Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

Six Months Ended June 30,
2025 2024
Cash flows from operating activities
Net income $ 1,651 $ 7,989
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Share-based compensation 4,180 4,222
Depreciation and amortization 1,134 787
Amortization of debt issuance costs 206 214
Non-cash operating lease cost 400 327
Deferred income taxes 3,857
Other 149 37
Changes in operating assets & liabilities:
Accounts receivable, net 649 177
Contract assets, net (14,381) (4,417)
Excess profit share receipts 2,820
Other current and non-current assets 30 (2,885)
Accounts payable (472) 524
Accrued expenses 2,787 191
Income tax receivable, net 47 843
Operating lease liabilities (384) (307)
Third-party claims administration liability (73) (1,982)
Other current and non-current liabilities (1,733) 22
Net cash provided by (used in) operating activities (2,990) 9,599
Cash flows from investing activities
Purchase of property and equipment (56) (51)
Capitalized software development costs (778) (1,677)
Net cash used in investing activities (834) (1,728)
Cash flows from financing activities
Payments on term loans (3,750) (938)
Shares repurchased (3,952)
Shares withheld for taxes related to restricted stock units (1,061) (1,137)
Net cash used in financing activities (8,763) (2,075)
Net change in cash and cash equivalents and restricted cash (12,587) 5,796
Cash and cash equivalents and restricted cash at the beginning of the period 253,924 246,669
Cash and cash equivalents and restricted cash at the end of the period $ 241,337 $ 252,465
Supplemental disclosure of cash flow information:
Interest paid $ 4,819 $ 6,260
Income tax paid (refunded), net 89 (825)

OPEN LENDING CORPORATION

Reconciliation of GAAP to Non-GAAP Financial Measures

(Unaudited)

(In thousands, except margin data)

Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Net income $ 1,034 $ 2,902 $ 1,651 $ 7,989
Non-GAAP adjustments:
Interest (income) expense, net 62 (350) 151 (551)
Income tax expense 80 1,438 136 3,875
Depreciation and amortization expense 590 415 1,134 787
Share-based compensation 2,334 2,368 4,180 4,222
Total adjustments 3,066 3,871 5,601 8,333
Adjusted EBITDA $ 4,100 $ 6,773 $ 7,252 $ 16,322
Adjusted EBITDA margin 16.2 % 25.3 % 14.6 % 28.4 %

a20250630-ex992

Earnings Supplement Q2 2025


2 Q2 2025 Financial Highlights Q2 2025 (1) See reconciliation of GAAP to non-GAAP financial measures on page 9. Q2 2024 Revenue $25.3 million $26.7 million Adj. EBITDA1 $4.1 million $6.8 million Total Certs 26,522 28,963


3 29,959 26,263 28,189 28,963 27,435 26,065 27,638 26,522 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 Total Cert Volume Loan Origination Performance by Quarter & Channel Total certified loan volumes reflect typical seasonal patterns along with our strategic implementation of enhanced underwriting standards aimed at building a higher quality loan portfolio. While we anticipate volumes to remain relatively stable through the second half of 2025, we believe we are well positioned for renewed growth in 2026 with improved underwriting and pricing actions. Our CU/Bank channel loans typically have higher program fees compared to our OEM loans, which leads to more favorable economics. 75.6% 78.2% 74.8% 76.1% 79.5% 85.4% 87.6% 88.9% 24.4% 21.8% 25.2% 23.9% 20.5% 14.6% 12.4% 11.1% 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 Cert Mix by Channel CU/Bank OEM


4 Loan Origination Mix by Segment & Vehicle Category Loan origination mix in 2Q25 reflects a strategic pivot toward higher-quality credit union and bank partnerships, with OEM volumes continuing to decline as a percentage of total originations. We are also seeing refinance volumes start to recover as interest rates decline. Our portfolio remains predominantly focused on used vehicles, which we believe continues to provide attractive unit economics and serves the core needs of our target customer base. As tariffs change the mix of new cars available, we believe there may be an increase in used certs vs new, offset by higher vehicle prices as new inventory is impacted. 24.4% 21.8% 25.2% 23.9% 20.5% 14.6% 12.4% 11.1% 51.2% 56.0% 55.3% 55.1% 56.8% 62.4% 65.1% 64.2% 21.1% 17.2% 15.9% 18.0% 19.5% 19.3% 18.2% 18.8% 3.3% 5.0% 3.6% 3.0% 3.2% 3.7% 4.3% 5.9% 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 Cert Mix by Segment OEM Indirect Direct Refinance 13.3% 13.9% 11.0% 12.7% 12.9% 11.9% 11.6% 13.1% 86.7% 86.1% 89.0% 87.3% 87.1% 88.1% 88.4% 86.9% 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 Cert Mix by New/Used New Used


5 We believe the credit portfolio in 2Q25 demonstrates disciplined underwriting with a healthy mix across credit depth segments. As discussed last quarter, our current quarter credit builder exposure was nonmaterial in order to improve the quality and profitability of our portfolio. Super Thin files also made up only 0.3% of loans in the current quarter, which peaked at 10.4% in the fourth quarter of 2024. We have made appropriate pricing adjustments in an effort to adequately account for risk across all segments. Loan Mix by Credit Profile 12.4% 13.0% 15.4% 15.4% 15.8% 2.3% 87.6% 87.0% 84.6% 84.6% 84.2% 97.7% 100.0% 100.0% 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 Credit Builder % CreditBuilder NonCreditBuilder 0% 10% 20% 30% 40% 50% 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 Cert Mix by Credit Depth SuperThin Thin Normal Thick


6 Facilitated Loan Volume & Average Loan Size Trends Average loan size has been trending up since 4Q24, increasing to $29,535 in 2Q25. We believe this increase reflects our focus on higher-value lending opportunities and improved customer mix that supports enhanced unit economics for our fees. 883.5 764.1 787.8 819.3 772.5 732.1 782.9 783.3 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 Facilitated Loan Origination Volume ($M) 29,489 29,096 27,948 28,286 28,156 28,089 28,327 29,535 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 Average Loan Size ($)


7 Key Performance Indicators Three Months Ended June 30, 2025 2024 Certs Credit Union & Bank 23,591 22,038 OEM 2,931 6,925 Total Certs 26,522 28,963 Unit Economics Avg. Profit Share Revenue per Cert (1) $ 289 $ 552 Avg. Program Fee Revenue per Cert $ 563 $ 512 Originations Facilitated Loan Origination Volume ($ in 000s) $ 783,327 $ 819,253 Average Loan Size $ 29,535 $ 28,286 Channel Overview New Vehicle Certs as a % of Total 13.1 % 12.7 % Used Vehicle Certs as a % of Total 86.9 % 87.3 % Indirect Certs as a % of Total 75.3 % 79.0 % Direct Certs as a % of Total 18.8 % 18.0 % Refinance Certs as a % of Total 5.9 % 3.0 % (1) Represents average profit share revenue per certified loan originated in the period excluding the impact of profit share revenue recognized in the period associated with historical vintages. The profit share revenue impact related to change in estimates of historical vintages was an increase of $0.3 million and a reduction of $6.7 million for the three months ended June 30, 2025 and 2024, respectively.


8 Financial Results ($ in '000s) Three Months Ended June 30, 2025 2024 Revenue Program fees $ 14,933 $ 14,836 Profit share(1) 7,969 9,333 Claims administration and other service fees 2,408 2,558 Total revenue 25,310 26,727 Cost of services 5,509 5,713 Gross profit 19,801 21,014 Operating expenses General and administrative 11,964 11,745 Selling and marketing 4,146 4,149 Research and development 2,515 1,130 Total operating expenses 18,625 17,024 Operating income 1,176 3,990 Interest expense (2,419) (2,736) Interest income 2,357 3,086 Income before income taxes 1,114 4,340 Income tax expense 80 1,438 Net income $ 1,034 $ 2,902 (1) Profit share revenue was increased by a change in estimate of historical vintages of $0.3 million for the three months ended June 30, 2025 and reduced by a change in estimate of $6.7 million for the three months ended June 30, 2024.


9 Reconciliation of GAAP to Non-GAAP Financial Measures Three Months Ended June 30, 2025 2024 Net income $ 1,034 $ 2,902 Non-GAAP adjustments: Interest (income) expense, net 62 (350) Income tax expense 80 1,438 Depreciation and amortization expense 590 415 Share-based compensation expense 2,334 2,368 Total adjustments 3,066 3,871 Adjusted EBITDA $ 4,100 $ 6,773 Adjusted EBITDA margin 16 % 25 % Adjusted EBITDA ($ in 000's) Beginning in the quarter ended June 30, 2025, we have updated the presentation of Adjusted EBITDA to exclude interest income as we believe the exclusion of interest income aligns our definition with comparable companies. Prior periods presented have been conformed to the current period presentation.