Open Lending (LPRO) GC Ben Massey Sells Shares in Merger Tender

What Happened

• Ben Massey, General Counsel of Open Lending Corp (LPRO), disposed of common stock and had restricted awards cancelled/converted in connection with the company’s merger/tender offer. He tendered 29,472 shares of common stock for $3.15 per share ($≈ $92,837) and had multiple equity awards (time‑based RSUs and performance PSUs) converted and cancelled for cash under the Merger Agreement at $3.15 per share. Combined proceeds from the reported transactions are approximately $924,500.

Key Details

• Transactions and prices:
  • 2026-07-28: Disposition in change of control (tender) — 29,472 shares at $3.15, proceeds ≈ $92,837 (footnote F1).
  • 2026-07-30: Disposition to issuer — 151,777 derivative units (PSUs) converted/cancelled (footnote F3).
  • 2026-07-30: Grant/award reported — 112,250 derivative units (time‑based RSUs) then immediately disposed to issuer (both A and D on 7/30) (footnote F2).
  • Per the Merger Agreement, each cancelled unit converted into the right to receive $3.15 in cash; combining the common stock tender and converted awards yields roughly $924,500 cash.
• Shares owned after transaction: Not specified in the filing.
• Notable footnotes:
  • F1: Common shares tendered in exchange for $3.15 per share under the Merger Agreement between Open Lending, ANV Group Holdings Ltd. and Lakers Acquisition Sub, Inc.
  • F2: Time‑based RSUs were cancelled and converted into $3.15 cash per unit at the merger’s Effective Time.
  • F3: Performance PSUs vested one‑for‑one into common shares immediately prior to the Effective Time and then were cancelled and converted into $3.15 cash per unit.
• Filing timeliness: Report filed 2026-07-30 for transactions on 7/28 and 7/30 — filing appears timely (no late filing noted).

Context

• These transactions reflect cash settlements tied to a change-of-control/merger agreement (not an open-market sale for investment reasons). The derivative entries reflect awards being vested/cancelled and paid out in cash rather than issuance of shares.
• For retail investors: such cash-outs are common in mergers and do not, by themselves, indicate insider confidence or concern about future business performance.