Open Lending (LPRO) Proxy filing summary

Executive summary

• The 2026 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 advisory vote, board declassification, and a reverse stock split amendment.

• The board recommends voting FOR all proposals and has provided detailed instructions for voting and meeting participation.

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 ending December 31, 2026.

• Advisory vote to approve named executive officer compensation (say-on-pay).

• Stockholder proposal to declassify the board, transitioning to annual director elections, with board support.

• Proposal to amend the Certificate of Incorporation for a reverse stock split (1-for-5 to 1-for-7) and proportional reduction in authorized shares, with board discretion on timing and ratio.

Board of directors and corporate governance

• Board consists of seven members divided into three staggered classes; recent changes include new appointments and resignations.

• Board committees: audit, compensation, and nominating/governance, all comprised of independent directors.

• Board skills matrix highlights expertise in executive leadership, finance, risk management, technology, and insurance.

• Board leadership combines CEO and Chairman roles for clear accountability; structure is periodically reviewed.

• Board meetings had full attendance, and all directors are encouraged to attend annual meetings.