Form 8-K - Current report

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): July 14, 2023

OPEN LENDING CORPORATION

(Exact name of registrant as specified in its charter)



Delaware	001-39326	84-5031428
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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
Symbol(s)

Name of each exchange
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 14, 2023, William Heldfond resigned his position as a director of Open Lending Corporation (the “Company”) following his resignation from True Wind Capital. Mr. Heldfond’s resignation is not the result any dispute or disagreement with the Company or the Board of Directors (the “Board”) on any matter relating to the operations, policies or practices of the Company.

Effective July 14, 2023, the Board approved the appointment of Thomas K. Hegge to serve as a director to fill the vacancy created by the resignation of Mr. Heldfond. Mr. Hegge’s term as a director will expire at the 2024 Annual Meeting of Stockholders. At this time Mr. Hegge has not been appointed to serve on any Board committees. Mr. Hegge was appointed to the Board pursuant to that certain Investor Rights Agreement, dated June 10, 2020 and attached as Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on June 16, 2020.

Mr. Hegge is a Director at True Wind Capital, a private equity fund manager focused on the technology industry. Mr. Hegge joined True Wind Capital in 2021. Prior to joining True Wind Capital, Mr. Hegge was the Managing Member of Great Plains Partners from 2018 to 2021. From 2014 to 2018, Mr. Hegge was an investor at Berylson Capital Partners, where he led investments in public equities and oversaw the firm’s private growth equity investments. Prior to joining Berylson, Mr. Hegge was with Advent International from 2009 to 2012, where he executed leveraged buyout transactions in the technology and business services sectors. From 2007 to 2009, Mr. Hegge worked in the investment banking division of Credit Suisse. Mr. Hegge holds a B.A. in Economics from Harvard College and an M.B.A. from Harvard Business School.

Other than as disclosed above, there are no arrangements or understandings between Mr. Hegge and any other person pursuant to which Mr. Hegge was selected as a director, and Mr. Hegge is not a participant in any related party transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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/ Charles D. Jehl
Name:						Charles D. Jehl
Title:						Chief Financial Officer

Date: July 14, 2023

Cover	Feb. 07, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 14, 2023
Entity Registrant Name	OPEN LENDING CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39326
Entity Tax Identification Number	84-5031428
Entity Address, Address Line One	1501 S. MoPac ExpresswaySuite 450
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78746
City Area Code	512
Local Phone Number	892-0400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	LPRO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001806201
Amendment Flag	false