Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements.

Open Lending Corporation, headquartered in Austin, Texas, provides loan analytics, risk-based loan pricing, risk modeling and automated decision technology for automotive lenders throughout the United States of America(“U.S.”), which allowsenables each lending institution to book incremental near-prime and non-prime automotive loans, coupled with real-time underwriting of loan default insurance, out of their existing business flow. The CompanyWe also operatesoperate as a third-party administrator that adjudicates insurance claims and premium adjustments on those automotive loans.

Nebula Acquisition Corporation (“Nebula”), our predecessor, was originally incorporated in Delaware on October 2, 2017 as a special purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On June 10, 2020 (the “Closing Date”), Nebula consummatedentered into a business combination (the “Business Combination”) pursuant to that certain Business Combination Agreement dated as of January 5, 2020 (as amended by that certain Amendment No. 1 and Waiver, dated as of March 18, 2020, that certain Amendment No. 2 and Consent, dated as of March 26, 2020, that certain Amendment No. 3, dated as of May 13, 2020, and that certain amendment No. 4, dated as of June 9, 2020, the “Business Combination Agreement”) by and among Nebula, Open Lending, LLC a Texas limited liability company,(“Predecessor”), BRP Hold 11, Inc., a Delaware corporation (“Blocker” (the “Blocker”), the Blocker’s sole stockholder, Nebula Parent Corp., a Delaware Corporation (“ParentCo”), NBLA Merger Sub LLC, a Texas limited liability company, NBLA Merger Sub Corp., a Delaware corporation, and Shareholder Representative Services LLC, a Colorado limited liability company, as the Securityholder Representative.

The Company hasWe have evaluated how itthe Company is organized and managed and hashave identified only one operating segment. All of the Company’sour operations and assets are in the United States,U.S., and all of itsour revenues are attributable to United StatesU.S. customers.

We are a leading provider of lending enablement and risk analytics to credit unions, regional banks, finance companies and the captive finance companies of Original Equipment Manufacturers ("OEM Captives"). Open Lending's clients,automakers. Our customers, collectively referred to herein as automotive lenders, make automotive consumer loans to underserved non-primenear-prime and near-primenon-prime borrowers by harnessing our risk-based interest rate pricing models, powered by Open Lending'sour proprietary data and real-time underwriting of automotive loan default insurance coverage from insurers. Since Open Lending'sour inception in 2000, we have facilitated over $9.2$18.3 billion in automotive loans, accumulating overaccumulated more than 20 years of proprietary data and developingdeveloped over two million unique risk profiles. We currently caterserve 438 active lenders.

Our flagship product, Lenders Protection Platform (“LPP”), is a cloud-based automotive lending platform. LPP supports loans made to approximately 355 activenear-prime and non-prime borrowers and is designed to underwrite default insurance by linking automotive lenders.

We believe that we addresstarget the financing needs of near-prime and non-prime borrowers, or borrowers with a credit bureau score generally between 560 and 699, who are underserved in the automotive finance industry. Traditional automotive lenders focus on prime borrowers, where an efficient market has developed with interest rate competition that benefits borrowers. Independent finance companies focus on sub-prime borrowers. Borrowers thatwho must utilize the near-prime and non-prime automotive lending market have fewer lenders focused on loans with longer terms or higher advanceinterest rates. As a result, many near-prime and non-prime borrowers often turn to sub-prime lenders, resulting in higher interest rate loan offerings than the consumers’such borrower’s credit profile often merits or warrants. Open Lending seeksWe seek to make thisthe near-prime and non-prime market more competitive, resulting in more attractive loan terms.

We believe that Open Lending’s market opportunity is significant. The near-prime and non-primeoperate a business-to-business model. Our customers are automotive loan market in the U.S. is $250 billion annually, resulting in an approximate $14.4 billion annual revenue opportunity for Open Lending. Open Lending is currently serving less than 1% of this market, providing a significant opportunity for Open Lending to continue to grow. Open Lending addresses this market through the LPP.

We have exclusivity agreements with lenders’ existing loan origination systems (“LOS”), while also allowing the dealers andinsurance carriers who provide default insurance to automotive lenders on individual automotive loans processed through LPP, which underwrites the risk on each loan application. The insurance carriers issue default insurance to electronically receive all-inclusiveour customers, thereby creating a direct contractual relationship between the insurer and the lender. We allocate loan rates in real-timeapplications to insurance carriers based on pre-determined percentages, which are embedded within LPP.

The insurance carriers contract with no manual intervention.

LPP enables the parties in our robust ecosystem to benefit from the ability to integrate with one another through our platform, which we believe improves the volume and quality of lending options made available to both lenders and borrowers in the automotive lenders. Open Lending supportsmarket.

We support new and used automotive loans originated through a number of channels, including direct loans where the customer interfaces directly with the lender, indirect loans through networks of auto dealers who work with Open Lending’s automotiveour lenders, and in targeted refinance programs implemented by Open Lending’s automotiveour lenders.

As of December 31, 2022, we partnered with four insurance carriers to provide auto loan default insurance policies for LPP certified loans. Our carrier partners are required to maintain an "A" ratingnot less than “A-” Financial Strength Rating by A.M. Best insurance rating company. Open Lending partners with insurance carriers who provide default insurance to automotive lenders on individual automotive loans made by their lenders and LPP underwrites the risk on each loan application. The insurance carriers issue default insurance to Open Lending’s automotive lending customers that cover the loans generated through LPP. The default insurance is “first loss” insurance with limits on coverage tied to vehicle recovery rates, which encourages Open Lending’s automotive lenders to maximize recoveries on repossessed automobiles and creates a strong alignment of interest. As part of the insurance policy, the automotive lender is listed as the named insured under the policy representing a direct contractual relationship between the automotive lender and the insurer.

We address the CNA Agreement as: the sale of all or substantially all the assets of either party; the issuance, sale, or transfer of equity interests of either party following which the equityholders that hold a majority of the economic and voting interests of either party cease to own a majority of the equity interests of such entity; or any dissolution, winding up, cessation of business or liquidation of either party other than in connection with an event of bankruptcy. The Business Combination did not qualify as a change of control under the CNA Agreement.

portfolios with a risk profile buttressedsupported by credit default protection from highly rated insurers. Additionally, many of the loans generated using LPP have already been processed and denied through the automotive lender’s LOS.loan origination system. The automotive lenders already incur costs for processing such loans and LPP enables such lenders to convert the loss oncosts of a denied loan into an earning asset on its books.

Competition for Open Lending occurs at two levels: (1)We experience competition to sign and maintain automotive lenders;lenders and (2) competition to fundfacilitate funding of near-prime and non-prime auto loans.

We compete with loan origination system providers that perform custom underwriting rules and loan underwriting, whileas well as third-party lending-as-a-service companies that provide turn-key LOS. Most automotive lenders have some minority portion of their auto loan portfolios in near-prime and non-prime loans, however, these near-prime and non-prime loans are generally at lower loan advance rates, shorter loan terms, limited to newer model years of vehicles and lower mileage maximums. A very limited number of national banks and sub-prime lenders underwrite and originate near-prime and non-prime loans with the characteristics of the LPP portfolio.origination systems.

Some of these competitors offer a broader suite of products and services than Open Lending does,we do, including retail banking solutions, credit and debit cards and loyalty programs.

Open Lending operatesWe operate in a heavily regulated industry that is highly focused on consumer protection. Statutes, regulations and practices that have been in place for many years may be changed, and new laws have been, and may continue to be, introduced to address real and perceived problems in the financial services industry in general and automotive lending in particular. These laws and how they are interpreted continue to evolve.

Open Lending’sOur business requires compliance with several regulatory regimes, including some applicable to consumer lending. In particular, the laws which Open Lendingwe may be subject to directly or indirectly include:include, but are not limited to, the following:

Open Lending isWe are also subject to state insurance, insurance brokering, insurance agency regulations, third-party administration company statutes and similar statutes.

The number and complexity of these laws, and vagaries in their interpretations,discussed below, present compliance and litigation risks from inadvertent error and omissions which Open Lendingwe may not be able to eliminate from itsour operation or activities. The laws, regulations and rules described above are subject to legislative, administrative and judicial interpretation, and some of these laws and regulations have been

infrequently interpreted or only recently enacted. Infrequent interpretations of these laws and regulations or an insignificant number of interpretations of recently-enactedrecently enacted laws and regulations can result in ambiguity with respect to permitted or prohibited conduct under these laws and regulations. Any ambiguity under the laws and regulations to which Open Lending iswe are subject may lead to regulatory investigations or enforcement actions and private causes of action, such as class-action lawsuits, with respect to Open Lending’sour compliance with applicable laws and regulations.

Our website address is www.openlending.com. Our annual reportreports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available through the investor relations page of our website free of charge as soon as reasonably

A substantial majority of Open Lending’s total revenue is generated from the transaction fees that it receives from itsIf automotive lenders and the profit share that it receives from its insurance company partners in connection withmake fewer overall automotive loans made by automotive lenders to the owners or purchasers of used and new automobiles (the “Consumers”) using the LPP. Approximately 5% of the average loan balance on each loan originated is collected by Open Lending as revenue in transaction fees, profit-sharing with insurance companies and administrative fees for claims administration services provided to the insurance companies. If automotive lenders cease to use LPP to make such loans, Open Lendingwe will fail to generate future revenues. To attract and retain automotive lenders, Open Lending marketswe market LPP to automotive lenders on the basis of a number of factors, including loan analytics, risk-based pricing, risk modeling and automated decision-technology, as well as integration, customer service, brand and reputation. Automotive lenders are able to leverage the geographic diversity of the loans they can originate through LPP with the simplicity of Open Lending’sour five-second, all-inclusive loan offer generation. Automotive lenders, however, have alternative sources for internal loan generation, and they could elect to originate loans through those alternatives rather than through LPP. There is significant competition for existing automotive lenders. If Open Lending failswe fail to retain any automotive lenders, and doesdo not enroll new automotive lenders of similar size and profitability, it will have a material adverse effect on Open Lending’sour business and future growth. There has been some turnover in automotive lenders, as well as varying activation rates and volatility in usage of the Open Lendingour platform by automotive lenders, and this may continue or even increase in the future. Agreements with automotive lenders are cancellable on thirty days’ notice and do not require any minimum monthly level of application submissions. If a significant number of existing automotive lenders weredecide to stop using LPP or to use other competing platforms, thereby reducing their use of LPP, it would have a material adverse effect on Open Lending’s business and results of operations.

Open Lending’sOur business, the consumer financial services industry and automotive lenders’ businesses, are sensitive to macroeconomic conditions. Economic factors such as interest rates, inflation, changes in monetary and related policies, market volatility, consumer confidence and unemployment rates are among the most significant factors that impact consumer spending behavior. Weak economic conditions or a significant deterioration in economic conditions reduce the amount of disposable income consumers have, which in turn reduces consumer spending and the willingness of qualified borrowers to take out loans. Such conditions are also likely to affect the ability and willingness of borrowers to pay amounts owed to automotive lenders, each of which would have a material adverse effect on itsour business.

General economic conditions and the willingness or ability of automotive lenders to deploy capital impacts Open Lending’simpact our performance. Recently, the credit markets have experienced instability, resulting in credit and liquidity concerns and increased loan default

The generation of new loans through LPP, as well as the transaction fees and other fee income to Open Lending associated with such loans, is dependent upon sales of automobiles by dealers. Dealers’ sales may decrease or fail to increase as a result of factors outside of their control, such as the macroeconomic conditions referenced above, or business conditions affecting a particular automobile dealer, industry vertical or region. Weak economic conditions also could extend the length of dealers’ sales cycle and cause customers to delay making (or not make) purchases of automobiles. The decline of sales by dealers for any reason will generally result in lower credit sales and, therefore, lower loan volume and associated fee income for automotive lenders, and therefore, for us. This risk is particularly acute with respect to the largest automobile dealers associated with automotive lenders that account for a significant amount of Open Lendingour platform revenue.

In addition, if an automobile dealer or automotive lender closes some or all of its locations or becomes subject to a voluntary or involuntary bankruptcy proceeding (or if there is a perception that it may become subject to a bankruptcy proceeding), LPP borrowers may have less incentive to pay their outstanding balances to automotive lenders, which could result in higher charge-off rates than anticipated.

Weakening economic conditions, in particular increases in unemployment, will lead to increased defaults and insurance claim payments, resulting in higher losses for insurance carriers. Increased claim payments may affect the willingness of insurance carriers to provide default insurance. In the event insurer losses cause one of our insurance carriers to cease providing insurance, it would have a material adverse effect on Open Lendingour operations and financial results.

We also face risks related to cyber-attacks and other security breaches that typically involve the transmission of sensitive information regarding borrowers through various third parties, including automotive lenders, insurance carriers and data processors. Some of these parties have in the past been the target of security breaches and cyber-attacks. Because Open Lending’swe do not control these third parties or directly oversee or manage the security of their systems, future security breaches or cyber-attacks affecting any of these third parties could impact us through no fault of our own, and in some cases, we may have exposure and suffer losses for breaches or attacks relating to them. While we regularly conduct security assessments of significant third-party service providers, no assurance is given that our third-party information security protocols are sufficient to withstand a cyber-attack or other security breach.

Open Lending’sOur business currently is concentrated on supporting consumer lending in the U.S. automobile industry. As a result, Open Lending iswe are more susceptible to fluctuations and risks particular to U.S. consumer credit than a more diversified company

Open LendingWe may in the future further expand into other industry verticals. There is no assurance that Open Lendingwe will be able to successfully develop consumer financing products and services for these new industries. Open Lending’sOur investment of resources to develop consumer financing products and services for the new industries it enterswe enter may either be insufficient or result in expenses that are excessive in light of loans actually originated by lenders in those industries. Additionally, Open Lending’s nearlyour over 20 years of experience is in the automotive lending industry and therefore, industry participants in new industry verticals may not be receptive to itsour financing solutions and Open Lendingwe may face competitors with more experience and resources. The borrower profile of Consumersconsumers in new verticals may not be as attractive, in terms of average FICO scores or other attributes, as in current verticals, which may lead to higher levels of delinquencies or defaults than Open Lending haswe have historically experienced. Industries change rapidly, and Open Lending makeswe make no assurance that itwe will be able to accurately forecast demand (or the lack thereof) for a solution or that those industries will be receptive to Open Lending’sour product offerings. Failure to predict demand or growth accurately in new industries could have a materiallymaterial adverse impact on Open Lending’sour business.

Open Lending’sOur future success will depend on itsour ability to identify, hire, develop, motivate and retain highly qualified personnel for all areas of itsour organization, particularly information technology and sales. Trained and experienced personnel are in high demand and may beare in short supply. Many of the companies with which Open Lending competeswe compete for experienced employees have greater resources than Open Lendingus and may be able to offer more attractive terms of employment. In addition, Open Lending investswe invest significant time and expense in training employees, which increases their value to competitors that may seek to recruit them. Open LendingWe may not be able to attract, develop and maintain the skilled workforce necessary to operate itsour business, and labor expenses may increase as a result of a shortage in the supply of qualified personnel, which will negatively impact Open Lending’sour business.

Open Lending hasOur 2022 Credit Agreement (as defined hereinafter) provides for credit facilities (“Credit Facilities”) consisting of a senior secured term loan outstanding infacility of up to $150.0 million along with a senior secured revolving loan facility of up to $150.0 million at any time outstanding. Borrowings under the original principal amount of $170,000,000 (the “Term Loan”) that was incurred under that certain2022 Credit Agreement dated as of March 11, 2020, among Open Lending, UBS AG, Stamford Branch, as administrative agent, the lenders from time to time party thereto and the other parties thereto, as amended (the “Credit Agreement”). A portion of the proceeds of the Term Loan were used to, among other things, finance a distribution to its equity investors prior to the consummation of the Business Combination. The Term Loan bearsbear interest at a variable rate of LIBOR plus 6.50% (subject to a LIBOR floor of 1%) orbased on the base rate plus 5.50%. Thenet secured leverage ratio. Our obligations of Open Lending under the 2022 Credit Agreement are guaranteed by all of itsour subsidiaries and secured by substantially all of theour assets and substantially all of Open Lending and its subsidiaries,our subsidiaries’ assets, in each case, subject to certain customary exceptions. The Term Loan has a maturity date of March 11,Credit Facilities mature on September 9, 2027.

The Credit Agreement also contains a maximum total net leverage ratio financial covenant that is tested quarterly and calculated based on the ratio of Open Lending’s adjusted EBITDA to funded indebtedness. The maximum total net leverage ratio begins at 4.75 to 1 and then gradually decreases from year-to-year down to 2.5 to 1.0 on or after June 30, 2026. The2022 Credit Agreement also contains customary events of default (subject to thresholds and grace periods), including payment default, covenant default, cross default to other material indebtedness, and judgment defaults.

Open Lending’sOur ability to comply with these covenants may be affected by events beyond itsour control, such as market fluctuations impacting net income. Breaches of these covenants will result in a default under the 2022 Credit Agreement, subject to any applicable cure rights, in which case the administrative agent may accelerate the outstanding Term Loan.term loan.

If such acceleration under the 2022 Credit Agreement occurs, Open Lending’sour ability to fund its operations could be seriously harmed.

Open Lending reliesWe rely on a combination of trademarks, service marks, copyrights, trade secrets, domain names and agreements with employees and third parties to protect itsour proprietary rights. Open Lending hasWe have service mark registrations in the United States. Open LendingU.S. We also ownsown the domain name rights for Openlending.com, Openlending.net, Openlending.us, Dev-openlending.com, Lendersprotection.org, Lendersprotection.us, Len-pro.org,Lend-pro.org, Lend-pro.us, Lend-pro.net, Lendpro.net, Lendpro.org, Lendpro.us, Lend-pro.com, Lendersprotection.com, Sayyestomoreloans.com, Sayyestomoreloans.net, as well as other words and phrases important to the Open Lendingour business. Nonetheless, third parties may challenge, invalidate or circumvent Open Lending’sour intellectual property, and Open Lending’sour intellectual property may not be sufficient to provide itus with a competitive advantage.

Despite Open Lending’sour efforts to protect these rights, unauthorized third parties may attempt to duplicate or copy the proprietary aspects of itsour technology and processes. Open Lending’sOur competitors and other third parties independently may design around or develop similar technology or otherwise duplicate Open Lending’sour services or products such that Open Lendingwe could not assert itsour intellectual property rights against them. In addition, Open Lending’sour contractual arrangements may not effectively prevent disclosure of itsour intellectual property and confidential and proprietary information or provide an adequate remedy in the event of an unauthorized disclosure. Measures in placeThese measures may not prevent misappropriation or infringement of Open Lending’sour intellectual property or proprietary information and the resulting loss of competitive advantage, and Open Lendingwe may be required to litigate to protect itsour intellectual property and proprietary information from misappropriation or infringement by others, which is expensive and could cause a diversion of resources and may not be successful.

Open LendingWe also may encounter disputes from time to time concerning intellectual property rights of others, and itwe may not prevail in these disputes. Third parties may raise claims against Open Lendingus alleging that Open Lending, orwe, our consultants or other third parties retained or indemnified by Open Lending, infringeus, infringed on their intellectual property rights. Some third-party intellectual property rights may be extremely broad, and it may not be possible for Open Lendingus to conduct its operations in such a way as to avoid all alleged violations of such intellectual property rights. Given the complex, rapidly changing and competitive technological and business environment in which Open Lending operates,we operate, and the potential risks and uncertainties of intellectual property-related litigation, an assertion of an infringement claim against Open Lendingus may cause Open Lendingus to spend significant amounts to defend the claim (even if Open Lendingwe ultimately prevails)prevail), pay significant monetary damages, lose significant revenues, be prohibited from using the relevant systems, processes, technologies or other intellectual property (temporarily or permanently), cease offering certain products or services, or incur significant license, royalty or technology development expenses.

Moreover, it has become common in recent years for individuals and groups to purchase intellectual property assets for the sole purpose of making claims of infringement and attempting to extract settlements from companies such as Open Lending’s.ours. Even in instances where Open Lending believeswe believe that claims and allegations of intellectual property infringement against itus are without merit, defending against such claims is time consuming and expensive and could result in the diversion of time and attention of Open Lending’sour management and employees. In addition, although in some cases a third party may have agreed to indemnify Open Lendingus for such costs, such indemnifying party may refuse or be unable to uphold itsour contractual obligations. In other

Open Lending’sOur risk management processes and procedures seek to appropriately balance risk and return and mitigate risks. Open Lending hasWe have established processes and procedures intended to identify, measure, monitor and control the types of risk to which Open Lendingwe and automotive lenders are subject, including credit risk, market risk, liquidity risk, strategic risk and operational risk. Credit risk is the risk of loss that arises when an obligor fails to meet the terms of an obligation. Market risk is the risk of loss due to changes in external market factors such as interest rates. Liquidity risk is the risk that financial conditions or overall safety and soundness are adversely affected by an inability, or perceived inability, to meet obligations and support business growth.

Strategic risk is the risk from changes in the business environment, improper implementation of decisions or inadequate responsiveness to changes in the business environment. Operational risk is the risk of loss arising from inadequate or failed processes, people or systems, external events (e.g., natural disasters), compliance, reputational or legal matters and includes those risks as they relate directly to Open Lendingus as well as to third parties with whom Open Lending contractswe contract or otherwise doesdo business.

Management of Open Lendingour risks depends, in part, upon the use of analytical and forecasting models. If these models are ineffective at predicting future losses or are otherwise inadequate, Open Lendingwe may incur unexpected losses or otherwise be adversely affected. In addition, the information Open Lending useswe use in managing its credit and other risks may be inaccurate or incomplete as a result of error or fraud, both of which may be difficult to detect and avoid. There also may be risks that exist, or that develop in the future, that Open Lending has

we have not appropriately anticipated, identified or mitigated, including when processes are changed or new products and services are introduced. If Open Lending’sour risk management framework does not effectively identify and control its risks, Open Lendingwe could suffer unexpected losses or be adversely affected, which could have a material adverse effect on itsour business.

Aspects of Open Lending’sour platform include software covered by open source licenses. The terms of various open source licenses have not been interpreted by United StatesU.S. courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on Open Lending’sour platform. If portions of Open Lending’sour proprietary software are determined to be subject to an open source license, Open Lendingwe could be required to publicly release the affected portions of itsour source code, re-engineer all or a portion of itsour technologies or otherwise be limited in the licensing of technologies, each of which could reduce or eliminate the value of Open Lending’sour technologies and loan products. In addition to risks related to license requirements, usage of open source software can lead to greater risks than use of third-party commercial software because open source licensors generally do not provide warranties or controls on the origin of the software. Many of the risks associated with the use of open source software cannot be eliminated and could adversely affect the Open Lendingour business.

Open LendingWe may in the future seek to grow itsour business by exploring potential acquisitions or other strategic investments or alliances. Open LendingWe may not be successful in identifying businesses or opportunities that meet itsour acquisition or expansion criteria. In addition, even if a potential acquisition target or other strategic investment is identified, Open Lendingwe may not be successful in completing such acquisition or integrating such new business or other investment. Open LendingWe may face significant competition for acquisition and other strategic investment opportunities from other well-capitalized companies, many of which have greater financial resources and greater access to debt and equity capital to secure and complete acquisitions or other strategic investments, than Open Lending.us. As a result of such competition, Open Lendingwe may be unable to acquire certain assets or businesses, or take advantage of other strategic investment opportunities that Open Lending deemswe deem attractive; the purchase price for a given strategic opportunity may be significantly elevated; or certain other terms or circumstances may be substantially more onerous. Any delay or failure on Open Lending’sour part to identify, negotiate, finance on favorable terms, consummate and integrate any such acquisition, or other strategic investment opportunity could impede Open Lending’sour growth.

There is no assurance that Open Lendingwe will be able to manage its expanding operations, including from acquisitions, investments or alliances, effectively or that itwe will be able to continue to grow, and any failure to do so could adversely affect itsour ability to generate revenue and control itsour expenses. Furthermore, Open Lendingwe may be responsible for any legacy liabilities of businesses it acquireswe acquire or be subject to additional liability in connection with other strategic investments. The existence or

In connection with administration of LPP, Open Lendingwe must comply with various regulatory regimes, including those applicable to consumer credit transactions, various aspects of which are untested as applied to Open Lending’sour business model. Insurance producing and

While Open Lending haswe have developed policies and procedures designed to assist in compliance with these laws and regulations, no assurance is given that itsour compliance policies and procedures will be effective. Failure to comply with these laws and with regulatory requirements applicable to Open Lending’sour business could subject itus to damages, revocation of licenses, class action lawsuits, administrative enforcement actions, and civil and criminal liability, which may harm Open Lending’sour business.

In connection with Open Lending’sour administration of LPP, Open Lending iswe are subject to extensive regulation, supervision and examination under United StatesU.S. federal and state laws and regulations. Open Lending isWe are required to comply with numerous federal, state, and local laws and regulations that regulate, among other things, the manner in which Open Lending administerswe administer LPP, the terms of the loans that automotive lenders originate, the products of insurance carriers, production of those products, insurance claims administration, and the fees that Open Lendingwe may charge. Any failure to comply with any of these laws or regulations could subject Open Lendingus to lawsuits or governmental actions and/or damage Open Lending’sour reputation, which could materially and adversely affect Open Lending’sour business. Regulators have broad discretion with respect to the interpretation, implementation, and enforcement of these laws and regulations, including through enforcement actions that could subject Open Lendingus to civil money penalties, customer remediations,remediation, increased compliance costs, and limits or prohibitions on Open Lending’sour ability to offer certain products or services or to engage in certain activities. In addition, to the extent that Open Lending undertakeswe undertake actions requiring regulatory approval or non-objection, regulators may make their approval or non-objection subject to conditions or restrictions that could have a material adverse effect on itsour business. Moreover, any competitors subject to different, or in some cases less restrictive, legislative or regulatory regimes may have or obtain a competitive advantage over Open Lending.us.

Additionally, federal, state, and local governments and regulatory agencies have proposed or enacted numerous new laws, regulations, and rules related to loans. Federal and state consumer credit and insurance regulators are also enforcing existing laws, regulations, and rules more aggressively and enhancing their supervisory expectations regarding the management of legal and regulatory compliance risks. Consumer finance and insurance regulation is constantly changing, and new laws or regulations, or new interpretations of existing laws or regulations, could have a materiallymaterial adverse impact on Open Lending’sour ability to operate as currently intended.

These regulatory changes and uncertainties make Open Lending’sour business planning more difficult and could result in changes to itsour business model and potentially adversely impact its results of operations. New laws or regulations also require Open Lendingus to incur significant expenses to ensure compliance. As compared to Open Lending’sour competitors, Open Lendingwe could be subject to more stringent state or local regulations or could incur marginally greater compliance costs as a result of regulatory changes. In addition, Open Lending’sour failure to comply (or to ensure that itsour agents and third-party service providers comply) with these laws or regulations may result in costly litigation or enforcement actions, the penalties for which could include: revocation of licenses; fines and other monetary penalties; civil and criminal liability; substantially reduced payments by borrowers; modification of the original terms of loans, permanent forgiveness of debt, or inability to, directly or indirectly, collect all or a part of the principal of or interest on loans; and increased purchases of receivables underlying loans originated by automotive lenders and indemnification claims.

With respect to state regulation, although Open Lending seekswe seek to comply with applicable state insurance, insurance brokering, insurance agency regulations, third-party administration company statutes and similar statutes in all U.S. jurisdictions, and with licensing and other requirements that Open Lending believeswe believe may be applicable to it,us, if Open Lending iswe are found to not have complied with applicable laws, Open Lendingwe could lose one or more of its licenses or authorizations or face other sanctions or penalties or be required to obtain a license in one or

more such jurisdictions, which may have an adverse effect on Open Lending’sour ability to make the LPP available to borrowers in particular states and, thus, adversely impact Open Lending’sour business.

Open Lending isWe are also subject to potential enforcement and other actions that may be brought by state attorneys general or other state enforcement authorities and other governmental agencies. Any such actions could subject Open Lendingus to civil money penalties and fines, customer remediations,remediation, and increased compliance costs, damage itsour reputation and brand and limit or prohibit Open Lending’sour ability to offer certain products and services or engage in certain business practices.

New laws, regulations, policy or changes in enforcement of existing laws or regulations applicable to Open Lending’sour business, or reexamination of current practices, could adversely impact Open Lending’sour profitability, limit itsour ability to continue existing or pursue new business activities, require itus to change certain of itsour business practices or alter itsour relationships with LPP customers, affect retention of key personnel, or expose Open Lendingus to additional costs (including increased compliance costs and/or customer remediation). These changes also may require Open Lendingus to invest significant resources, and devote significant management attention, to make any necessary changes and could adversely affect itsour business.

Automotive lenders and insurance carriers are subject to federal and/or state supervision and regulation. Federal regulation of the banking or insurance industries, along with tax and accounting laws, regulations, rules, and standards, may limit their operations significantly and control the methods by which they conduct business. In addition, compliance with laws and regulations can be difficult and costly, and changes to laws and regulations can impose additional compliance requirements. For example, the Dodd-Frank Act imposes significant regulatory and compliance obligations on financial institutions. Regulatory requirements affect automotive lenders’ lending and investment practices and insurance carriers’ offerings, among other aspects of their businesses, and restrict transactions between Open Lendingus and its automotive lenders and insurance carriers. These requirements may constrain the operations of automotive lenders and insurance carriers, and the adoption of new laws and changes to, or repeal of, existing laws may have a further impact on Open Lending’sour business.

In choosing whether and how to conduct business with Open Lending,us, current and prospective automotive lenders and insurance carriers can be expected to take into account the legal, regulatory, and supervisory regimes that apply to them, including potential changes in the application or interpretation of regulatory standards, licensing requirements, or supervisory expectations. Regulators may elect to alter standards or the interpretation of the standards used to measure regulatory compliance or to determine the adequacy of liquidity, certain risk management or other operational practices for financial services companies in a manner that impacts automotive lenders or insurance carriers. Furthermore, the regulatory agencies have extremely broad discretion in their interpretation of the regulations and laws and their interpretation of the quality of automotive lenders’ loan portfolios and other assets. If any regulatory agency’s assessment of the quality of automotive lenders’ assets, operations, lending practices, investment practices or other aspects of their business changes, or those with respect to insurance carriers, it may materially reduce automotive lenders’ or insurance carriers’ earnings, capital ratios and share price in such a way that affects Open Lending’sour business.

Bank holding companies, credit unions, financial institutions, automobile lenders, and insurance carriers and producers are extensively regulated and currently face an uncertain regulatory environment. Applicable state and federal laws, regulations and interpretations, including licensing laws and regulations, and enforcement policies and accounting principles have been subject to significant changes in recent years, and may be subject to significant future changes. Open LendingWe cannot predict with any degree of certainty the substance or effect of pending or future legislation or regulation or the application of laws and regulations to automotive lenders and insurance carriers. Future changes may have a material adverse effect on automotive lenders or insurance carriers and, therefore, on Open Lending.us.

Federal and state agencies have broad enforcement powers over Open Lending,us, including powers to investigate Open Lending'sour business practices and broad discretion to deem particular practices unfair, deceptive, abusive or otherwise not in accordance with the law. The continued focus of regulators on the consumer financial services industry has resulted, and could continue to result, in new enforcement actions that could, directly or indirectly, affect the manner in which Open Lending conducts itswe conduct our business and increase the costs of defending and settling any such matters, which could negatively impact itsour business. In some cases, regardless of fault, it may be less time-consuming or costly to settle these matters, which may require Open Lendingus to implement certain changes to itsour business practices, provide remediation to certain individuals or make a settlement payment to a given party or regulatory body. There is no assurance that any future settlements will not have a material adverse effect on Open Lending’sour business.

In addition, the laws and regulations applicable to Open Lendingus are subject to administrative or judicial interpretation. Some of these laws and regulations have been enacted only recently and may not yet have been interpreted or may be interpreted infrequently. As a result of infrequent or sparse interpretations, ambiguities in these laws and regulations may create uncertainty with respect to what type of conduct is permitted or restricted under such laws and regulations. Any ambiguity under a law or regulation to which Open Lending iswe are subject may lead to regulatory investigations, governmental enforcement actions and private causes of action, such as class action lawsuits, with respect to Open Lending’sour compliance with such laws or regulations.

The Dodd-Frank Act prohibits UDAAP and authorizes the Consumer Financial Protection Bureau (“CFPB”) to enforce that prohibition. The CFPB has filed a large number of UDAAP enforcement actions against consumer lenders for practices that do not appear to violate other consumer finance statutes. There is a risk that the CFPB could determine that certain features of automotive lender loans are unfair, deceptive or abusive, which could have a material adverse effect on Open Lending’sour business.

Open Lending isWe are subject to various privacy, information security and data protection laws, including requirements concerning security breach notification, and itour business could be negatively impacted by them. For example, in connection with Open Lending’sour administration of LPP, Open Lending iswe are subject to the GLBA and implementing regulations and guidance. Among other things, the GLBA (i) imposes certain limitations on the ability to share consumers’ nonpublic personal information with nonaffiliatednon-affiliated third parties and (ii) requires certain disclosures to consumers about their information collection, sharing and security practices and their right to “opt out” of the institution’s disclosure of their personal financial information to nonaffiliatednon-affiliated third parties (with certain exceptions).

Furthermore, legislators and/or regulators are increasingly adopting or revising privacy, information security and data protection laws that potentially could have a significant impact on Open Lending’sour current and planned privacy, data protection and information security-related practices; Open Lending’sour collection, use, sharing, retention and safeguarding of consumer and/or employee information; and some of Open Lending’sour current or planned business activities. This also could increase Open Lending’sour costs of compliance and business operations and could reduce income from certain business initiatives.

Compliance with current or future privacy, information security and data protection laws (including those regarding security breach notification) affecting customer and/or employee data to which Open Lending iswe are subject could result in higher compliance and technology costs and could restrict Open Lending’sour ability to provide certain products and services (such as products or services that involve sharing information with third parties or storing sensitive credit card information), which could materially and adversely affect Open Lending’sour profitability. Additionally, there is always a danger that regulators cancould attempt to assert authority over the Open Lendingour business in the area of privacy, information security and data protection. If Open Lending’sour vendors also become subject to laws and regulations in the more stringent and expansive jurisdictions, this could result in increasing costs on Open Lending’sour business.

Privacy requirements, including notice and opt-out requirements, under the GLBA and FCRA are enforced by the Federal Trade Commission and by the CFPB through UDAAP and are a standard component of CFPB examinations. State entities also may initiate actions for alleged violations of privacy or security requirements under state law. Open Lending’sOur failure to comply with privacy, information security and data protection laws could result in potentially significant regulatory investigations and government actions, litigation, fines or sanctions; consumer, automotive lender or merchant actions; and damage to Open Lending’sour reputation and brand, all of which could have a material adverse effect on Open Lending’sour business.

Certain states have adopted laws regulating and requiring licensing by parties that engage in certain activity regarding consumer finance and insurance transactions, including facilitating and assisting such transactions in certain circumstances. Furthermore, certain states and localities have also adopted laws requiring licensing for consumer debt collection or servicing. While Open Lending believes it haswe believe we have obtained all necessary licenses, the application of some consumer finance or insurance producer and claims administration licensing laws to LPP is unclear. If Open Lending waswe were found to be in violation of applicable state licensing requirements by a court or a state, federal, or local enforcement agency, itwe could be subject to fines, damages, injunctive relief (including required modification or discontinuation of Open Lending’sour business in certain areas), criminal penalties and other penalties or consequences, and the loans originated through LPP could be rendered void or unenforceable in whole or in part, any of which could have a material adverse effect on Open Lending’sour business.

From time to time, in the normal course of itsour business, Open Lendingwe may receive or be subject to, inquiries or investigations by state and federal regulatory agencies and bodies, such as the CFPB, state Attorneys General, state financial regulatory agencies, and other state or federal agencies or bodies regarding LPP, including the origination and servicing of consumer loans, practices by merchants or other third parties, production of insurance policies, administration of insurance claims and licensing, and registration requirements. For example, in the future, Open Lendingwe may enter into regulatory agreements with state agencies regarding issues including automotive lender conduct and oversight and loan pricing. Open LendingWe also may receive inquiries from state regulatory agencies regarding requirements to obtain licenses from or register with those states, including in states where Open Lending haswe have determined that it iswe are not required to obtain such a license or be registered with the state. Any such inquiries or investigations could involve substantial time and expense to analyze and respond to, could divert management’s attention and other resources from running Open Lending’sour business, and could lead to public enforcement actions or lawsuits and fines, penalties, injunctive relief, and the need to obtain additional licenses that it doeswe do not currently possess. Open Lending’sOur involvement in any such matters, whether tangential or otherwise, even if the matters are ultimately determined in Open Lending’sour favor, could also cause significant harm to itsour reputation, lead to additional investigations and enforcement actions from other agencies or litigants, and further divert management attention and resources from the operation of Open Lending’sour business. As a result, the outcome of legal and regulatory actions arising out of any state or federal inquiries Open Lending receiveswe receive could be material to itsour business, results of operations, financial condition and cash flows and could have a material adverse effect on itsour business, financial condition or results of operations.

Open Lending’sOur executive officers and directors have limited experience in the management of a publicly traded company. Open Lending’sOur management team may not successfully or effectively manage the ongoing transition to a public company requirements, and the Company is and will continue to be subject to significant regulatory oversight and reporting obligations under federal securities laws. TheirOur management’s limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of Open Lending. It is possible that Open Lending will be required to expand its employee base and hire additional employees to support its operations as a public company which will increase our operating costs in future periods.the business.

As a public company, we will continue to facehave faced increased legal, accounting, administrative and other costs and expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the PCAOBPublic Company Accounting Oversight Board (“PCAOB”) and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increasehas increased costs and makemade certain activities more time-consuming. A number of those requirements will require us to carry out activities we havehad not done previously.as a private company. In addition, additional expenses associated with SEC reporting requirements will behave been incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify a material weakness or significant deficiency in the internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect our reputation or investor perceptions of it. It may also be more expensive to obtain director and officer liability insurance. Risks associated with our status as a public company may make it more difficult to attract and retain qualified persons to serve on the boardBoard of directorsDirectors or as executive officers. The additional reporting and other obligations imposed by these rules and regulations will increasehave increased legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will

We may from time to time become subject to litigation claims in the operation of our business, including, but not limited to, with respect to employee matters and contract matters. From time to time, we may also face intellectual property infringement, misappropriation, or invalidity/non-infringement claims from third parties, and some of these claims may lead to litigation. We may initiate claims to assert or defend our intellectual property against third parties. Any litigation may be expensive and time-consuming and could divert management’s attention from our business and negatively affect itsour operating results or financial condition. The outcome of any litigation cannot be guaranteed, and adverse outcomes can affect us negatively.

Our executive officers and directors and significantcertain affiliated stockholders own nearly 30%a significant portion of the outstanding voting stock of the Company as of the date of this report. Each share of our common stock initially entitles its holdersstockholders to one vote on all matters presented to stockholders generally. Accordingly, those owners, if voting in the same manner, will be able to controlcould materially influence the election and removal of our directors and thereby determine corporate and management policies, including potential mergers or acquisitions, payment of dividends, asset sales, amendments of the certificate of incorporation and bylaws and other significant corporate transactions for so long as they retain significant ownership. This concentration of ownership may delay or deter possible changes in control of Open Lending, which may reduce the value of an investment in our common stock. So long as they continue to own a significant amount of the combined voting power, even if such amount is less than 50%, they will continue to be able to strongly influence or effectively control decisions of the Company.

Pursuant to our amended and restated bylaws, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is the sole and exclusive forum for any state law claim for (1)(i) any derivative action or proceeding brought on our behalf; (2)(ii) any action asserting a claim of or based on a breach of a fiduciary duty owed by any director, officer or other employee of ours to us or our stockholders; (3)(iii) any action asserting a claim pursuant to any provision of the DGCL,Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws; or (4)(iv) any action asserting a claim governed by the internal affairs doctrine, or the Delaware Forum Provision. The Delaware Forum Provision will not apply to any causes of action arising under the Securities Act or the Exchange Act. Our amended and restated bylaws further provide that unless we consent in writing to the selection of an alternative forum, the United StatesU.S. District Court for the Western District of Texas shall be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, or the Federal Forum Provision. In addition, our amended and restated bylaws provide that any person or entity purchasing or otherwise acquiring any interest in shares of our common stock is deemed to have notice of and consented to the Delaware Forum Provision and the Federal Forum Provision; provided, however, that stockholders cannot and will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

We recognize that the Delaware Forum Provision and the Federal Forum Provision in our amended and restated bylaws may impose additional litigation costs on stockholders in pursuing any such claims, particularly if the stockholders do not reside in or near the State of Delaware or the State of Texas. Additionally, the forum selection clauses in our amended and restated bylaws may limit our stockholders’ ability to bring a claim in a judicial forum that they find favorable for disputes with us or our directors, officers or employees, which may discourage the filing of lawsuits against us and our directors, officers and employees, even though an action, if successful, might benefit our stockholders. In addition, while the Delaware Supreme Court ruled in March 2020 that federal forum selection provisions purporting to require claims under the Securities Act be brought in federal court were “facially valid” under Delaware law, there is uncertainty as to whether other courts will enforce our Federal Forum Provision. If the Federal Forum Provision is found to be unenforceable, we may incur additional costs associated with resolving such matters. The Federal Forum Provision may also impose additional litigation costs on stockholders who assert that the provision is not enforceable or invalid. The Court of Chancery of the State of Delaware and the United StatesU.S. District Court for the Western District of Texas may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to us than our stockholders.

AnThere can be no assurance that we will be able to maintain an active trading market for our common stock on the Nasdaq or any other exchange in the future. If an active market for our common stock is not sustained, it may not be sustained, which would make it difficult for youstockholders to sell yourtheir shares of our common stock at an attractive price (or at all). The market price of our common stock may decline below yourour stockholders’ purchase price, and youprice. An inactive trading market may not be ablealso impair our ability to sell yourraise capital by selling shares of our commoncapital stock, atattract and motivate employees through equity incentive awards, and acquire other companies, products, or above the price you paid for suchtechnologies by using shares (or at all).of capital stock as consideration.

If NASDAQthe Nasdaq delists our shares of common stock from trading on its exchange for failure to meet the Nasdaq’s listing standards, we and our stockholders could face significant material adverse consequences including:including the following:

These broad market and industry factors may decrease the market price of our common stock, regardless of our actual operating performance. The stock market in general has, from time to time, experienced extreme price and volume fluctuations. In addition, in the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. Such litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

We expect to issue additional capital stock in the future that will result in dilution to all other stockholders. We expect to grant equity awards to employees, directors, and consultants under our stock incentive plans. We may also raise capital through equity financings in the future. As part of our business strategy, we may acquire or make investments in complementary

companies, products, or technologies and issue equity securities to pay for any such acquisition or investment. Any such issuances of additional capital stock may cause stockholders to experience significant dilution of their ownership interests and the per share value of our common stock to decline.

Following the recently completed underwritten public offering, nearly 30%As of December 31, 2022, a significant portion of the outstanding shares of our common stock is held by entities affiliated with us and our executive officers and directors. Sales of substantial amounts of our common stock in the public market, or the perception that such sales will occur, could adversely affect the market price of our common stock and make it difficult for us to raise funds through securities offerings in the future. In addition, in connection with the underwritten public offering that closed on December 14, 2020, all of our directors, our executive officers and the selling stockholders each agreed, subject to certain exceptions, to be subject to a 90-day lock-up restriction in connection with this offering. The market price of our common stock may decline when this lock-up restriction lapses.

In connection with the consummation of the Business Combination, Open Lending, LLC, Open Lending Corporation, Nebula, certain persons and entities holding membership units of Open Lending and certain persons and entities holding Founder Shares (collectively, the “Holders”) entered into the Investor Rights Agreement. Pursuant to the terms of the Investor Rights Agreement, we are obligated to file a registration statement to register the resale of certain of our securities held by the Holders. In addition, pursuant to the terms of the Investor Rights Agreement and subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised, the Holders may demand at any time or from time to time that we file a registration statement on Form S-1, or any similar long-form registration statement, or if available, on Form S-3 to register the shares of our common stock held by suchthe Holders. The Investor Rights Agreement also provides the Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions. The Investor Rights Agreement further provides for our shares of common stock held by the Holders to be locked-up for 180 days after the closing of the Business Combination. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our common stock.

We have no current plans to pay cash dividends on our common stock. The declaration, amount and payment of any future dividends will be at the sole discretion of our boardBoard of directors.Directors. Our boardBoard of directorsDirectors may take into account general and

In the future, we may attempt to obtain financing or to further increase our capital resources by issuing additional shares of our common stock or offering debt or other equity securities, including commercial paper, medium-term notes, senior or subordinated notes, debt securities convertible into equity or shares of preferred stock. Future acquisitions could require substantial additional capital in excess of cash from operations. We would expect to obtain the capital required for acquisitions through a combination of additional issuances of equity, corporate indebtedness and/or cash from operations.

Issuing additional shares of our common stock or other equity securities or securities convertible into equity may dilute the economic and voting rights of our existing stockholders or reduce the market price of our common stock or both. Upon liquidation, holders of such debt securities and preferred shares, if issued, and lenders with respect to other borrowings would receive a distribution of our available assets prior to the holders of our common stock. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred shares, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our common stock. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing and nature of our future offerings.

Certain provisions of our certificate of incorporation and bylaws could make it more difficult for a third party to acquire us without the consent of our Board of Directors. Among other things, these provisions:

In addition, these provisions may make it difficult and expensive for a third party to pursue a tender offer, change in control or takeover attempt that is opposed by our management or our boardBoard of directors.Directors. Stockholders who might desire to participate in these types of transactions may not have an opportunity to do so, even if the transaction is favorable to them. These anti-takeover provisions could substantially impede yourstockholders’ ability to benefit from a change in control or change our management and board of directors and, as a result, may adversely affect the market price of our common stock and yourstockholders’ ability to realize any potential change of control premium.

The trading market for our common stock will depend, in part, on the research and reports that securities and industry analysts publish about us and our business. Securities and industry analysts do not currently, and may never, cover the Company. If securities and industry analysts do not commence coverage of the Company, the trading price of our stock would likely be negatively impacted. If one or more of the securities or industry analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage of the Company or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.

As of the date of this Annual Report, on Form 10-K, we wereare not a party to any material legal proceedings. In the future, we may become party to legal matters and claims arising in the ordinary course of business, the resolution of which we do not anticipate would have a material adverse impact on itsour financial position, results of operations or cash flows.

Our common stock is traded on the NASDAQNasdaq under the symbol "LPRO".“LPRO.” As of March 12, 2021 the closing price of our common stock on the NASDAQ was $40.04, andFebruary 27, 2023, there were approximately 4424 registered shareholdersstockholders of record.

We have no current plans to pay cash dividends on our common stock. The declaration, amount and payment of any future dividends will be at the sole discretion of our boardBoard of directors.Directors. Our boardBoard of directorsDirectors may take into account general and economic conditions, our financial condition and operating results, our available cash, current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, implications on the payment of dividends by us to our stockholders or by our subsidiary to us and such other factors as our boardBoard of directorsDirectors may deem relevant. In addition, the terms of our existing financing arrangements restrict or limit our ability to pay cash dividends.dividends is limited by covenants in our existing indebtedness and may be limited by the agreements governing other indebtedness that we incur in the future. Accordingly, we may not pay any dividends on our common stock in the foreseeable future.

The stock performance graph below shows the cumulative total stockholder return of an investment of $100$100.00 at the market close on June 10, 2020, which was the Closing Date of the Business Combination, in (i) our common stock, (ii) the S&P 500 Index, and (iii) common stock of a selected group of peer issuers (the "Peer Group"“Peer Group”). The Peer Group has changed from the prior year to replace Equifax Inc., FleetCor Technologies, Inc., TransUnion, Verisk Analytics, Inc. and WEX Inc. with other more comparable peer companies in the same industry. The current Peer Group tracks the weighted average stock price performance of equity securities of nine companies in our industry, including PayPal Holdings, Inc., Verisk Analytics, Inc., Equifax Inc., FleetCor Technologies, Inc.,Green Dot Corporation, Jack Henry & Associates, Inc., LendingClub Corporation, Pagaya Technologies Ltd., Paymentus Holdings, Inc., Q2 Holdings, Inc., Repay Holdings Corporation, Square,SoFi Technologies, Inc., TransUnion, and WEX Inc..Upstart Holdings, Inc. Data for the S&P 500 Index and the Peer Group assumes reinvestment of dividends. Our common stock had a closing stock price of $13.75 on June 10, 2020,the Closing Date, and the stock price performance shown in the graph below is based on historical data and is not indicative of, nor intended to forecast, future stock price performance of our stock.

We are a leading provider of lending enablement and risk analytics to credit unions, regional banks, finance companies and OEM Captives.the captive finance companies of automakers. Our clients,customers, collectively referred to herein as automotive lenders, make automotive consumer loans to underserved near-prime and non-prime borrowers by harnessing our risk-based interest rate pricing models, powered by our proprietary data and real-time underwriting of automotive loan default insurance coverage from insurers. Since our inception in 2000, we have facilitated over $9.2$18.3 billion in automotive loans, accumulating overaccumulated more than 20 years of proprietary data and developingdeveloped over two million unique risk profiles. We currently cater to approximately 355serve 438 active automotive lenders.

We specialize in risk-based pricing and modeling and provide automated decision-technology for automotive lenders throughout the United States.U.S. We believe that we addresstarget the financing needs of near-prime and non-prime borrowers, or borrowers with a credit bureau score generally between 560 and 699, who are underserved in the automotive finance industry. Traditional lenders focus on prime borrowers, where an efficient market has developed with interest rate competition that benefits borrowers. Independent finance companies focus on sub-prime borrowers. Borrowers thatwho must utilize the near-prime and non-prime automotive lending market have fewer lenders focused on loans with longer terms or higher advance rates. As a result, many near-prime and non-prime borrowers turn to sub-prime lenders, resulting in higher interest rate loan offerings than such borrower's credit profile often merits or warrants. We seek to make this market more competitive, resulting in more attractive loan terms.

Our flagship product, LPP, enablesis a cloud-based automotive lending platform. LPP supports loans made to near-prime and non-prime borrowers and is designed to underwrite default insurance by linking automotive lenders to make loans that are largely insured against losses from defaults. We have been developing and advancing the proprietary underwritinginsurance companies. The platform uses risk-based pricing models used by LPP for approximately 20 years. We believe LPP provides significant benefits to our growing ecosystem ofwhich enable automotive lenders automobile dealersto assess the credit risk of a potential borrower using data driven analysis. Our proprietary risk models project loan performance, including expected losses and insurers.

LPP is powered by technology that use LPP. The product of this process is a risk-baseddelivers speed and scalability in providing interest rate inclusivedecisioning to automotive lenders. It supports the full transaction lifecycle, including credit application, underwriting, real-time insurance approval, settlement, servicing, invoicing of elements to recover all projected costs, programinsurance premiums and fees and insurance premiums, givenadvance data analytics of automotive lender’s portfolio under the program. Through electronic system integration, our software technology connects us to certain parties in our ecosystem.

A key element of LPP is the unique database that drives risk decisioning using data accumulated for more than 20 years. When a loan is insured at origination, all attributes of the transaction are stored in our database. Through the claims management process, we ultimately obtain loan life performance data on each insured loan. Having granular origination and performance data allows our data scientists and actuaries to return a targeted returnconstantly evolve and refine risk models, based on asset goal.actual experience and third-party information sources.

We facilitate certified loans, as described below, and have achieved financial success by increasingexecuting on our penetrationstrategy of penetrating the near-prime and non-prime automotive loan market while diversifying our customer base and refining our data analysis capabilities.

DuringWe facilitated 165,211 and 171,697 certified loans during the yearyears ended December 31, 2020, we facilitated 94,226 certified loans, representing an increase of 20.1% from 78,434 in the year ended December 31, 2019, which in turn increased by 38.3% from 56,705 in the year ended December 31, 2018.2022 and 2021, respectively.

Total revenue was $108.9$179.6 million and $215.7 million for the yearyears ended December 31, 2020, representing an increase of 17.3% from $92.8 million in the year ended December 31, 2019, which in turn increased by 77.9% from $52.2 million in the year ended December 31, 2018. Revenue increased by $19.2 million as a result of the adoption of ASC 606 for the year ended December 31, 2019. Prior period annual results have not been restated so this lack of comparability should be considered in reviewing this discussion2022 and analysis.2021, respectively.

Operating income was $56.7$97.6 million and $150.3 million for the yearyears ended December 31, 2020, representing a decline of 9.4% from $62.62022 and 2021, respectively.

Net income was $66.6 million inand $146.1 million for the yearyears ended December 31, 2019, which in turn increased by 119.9% from $28.52022 and 2021, respectively.

The table below summarizes the total dollar-value of insured loans we facilitated and the number of new contracts we signed with automotive lenders and the number of OEM Captive relationships we entered into for the years ended December 31, 2020, 20192022 and 2018:2021:

We review several key performance measures, discussed below, to evaluate business and results, measure performance, identify trends, formulate plans and make strategic decisions. We believe that the presentation of such metrics is useful to our investors and counterparties because theysuch metrics are used to measure and model the performance of companies such as Open Lending,us, with recurring revenue streams.

We refer to “automotive“certified loans” as the number of loans facilitated through LPP during a given period. Additionally, we refer to loans with a one-time upfront program fee payment as “single-pay” loans. For certain loans, and thosethe program fee is paid to us over twelve months in12 monthly installments and we refer to these loans as “monthly-pay” loans.

We define “average program fee” as the total program fee billedrevenue recognized for a period divided by the number of certified loans in that period.

We define “insurers’ aggregate underwriting“underwriting profit” as the total underwriting profit expected to be received by insurers over the expected life of the insured loans.

We define “insurers’ annual earned“earned premium” as the total insurance premium earned by insurers in a given period.

On May 2, 2022, we signed a program management agreement with Arch Specialty Insurance Company, a part of Arch Capital Group Ltd., who provides credit default insurance policies for LPP, from which we earn profit share revenue and claims administration fees.

On January 24, 2023, CNA, one of our insurance carriers, informed us of their intent not to renew their producer and claims service agreements with us when they expire on December 14, 2020,31, 2023. CNA will continue to provide auto loan default insurance policies for LPP certified loans until the terms of their producer and claims service agreements expire on December 31, 2023, unless mutual agreements with CNA are reached to transition new originations to our other insurance carriers prior to December 31, 2023. In addition, CNA will continue to service and provide claim funding for any of its existing default insurance policies for the remaining life of the loans associated with such policies. During the period until the expiration of these agreements, we completedexpect to transition our customers that use CNA to our other insurance carriers.

Our future operating results and cash flows are dependent upon a number of opportunities, challenges and other factors, including the growth in the number of financial institutions and transaction volume, competition, profit share assumptions and industry trends and general economic conditions.

The growth trend in active automotive lenders using LPP is a critical variable directly affecting revenue and financial results. It influences the number of loans funded on LPP and therefore,as such, the fees that we earn and the cost of the services that we provide. Growth in our active automotive lender relationships will depend on our ability to retain existing automotive lenders,as well as add new automotive lenders and expand to new industry verticals.lenders.

We face competition to enrollacquire and maintain automotive lenders as customers, as well as competition to fundfacilitate the funding of near-prime and non-prime auto loans. For LPP, which combines lending enablement, risk analytics, near-prime and non-prime auto loan performance data, real-time loan decisioning, risk-based pricing and auto loan default insurance, is a unique solution for which we dohave not believe there areidentified any direct competitors. The emergence of direct competitors, providing risk, analytics and loss mitigation, which are core elements of our business, could materially impact our ability to signacquire and maintain automotive lenders'lender customers. The near-prime and non-prime lending market is highly fragmented and competitive. We face competition from a diverse landscape of consumer lenders, including traditional banks and credit unions, as well as alternative technology-enabled lenders. The emergence of other insurers, in competition with our insurers, could materially impact our business. Increased competition for loans, which reduce the ability of our automotive lenders to source loan application flow and or capture loans, could materially adversely impact our business.

Our results of operations have in the past been fairly resilient to economic downturns but in the future may be impacted by the relative strength of the overall economy and its effect on unemployment, consumer spending and consumer demand for automotive products. As general economic conditions improve or deteriorate, the amount of disposable income consumers have tends to fluctuate, which in turn impacts consumer spending levels and the willingness of consumers to take out loans to finance purchases. Specific economic factors such as inflation, rising interest rate levels, changes in monetary and related policies, market volatility, supply chain disruptions, consumer confidence, the impact of the pandemic crisis and, particularly, the unemployment rate also influence consumer spending and borrowing patterns. At

On August 16, 2022, the endU.S. government enacted the Inflation Reduction Act of first quarter 2020,2022 (the “IR Act”) which includes, among other provisions, changes in factsto the U.S. corporate income tax system, including a 15% minimum tax based on “adjusted financial statement income” exceeding $1 billion and circumstances and general market conditions froma 1% excise tax on net repurchases of stock after December 31, 2022. The IR Act may impact the COVID-19 pandemic resulted in lower expectationscost efficiency of future operating results, and in response, we lowered our initial anticipated revenue and profit share on historic business. In the following quarters of 2020, we have adopted a more favorable near-term outlook as a result of better than anticipated performance through the year-end.Share Repurchase Program.

Program feeProfit share revenue increaseddecreased by $7.3$43.2 million, or 20.0%32%, for the year ended December 31, 2020 when2022 as compared to the year ended December 31, 2019. Despite the impact of the COVID-19 pandemic, certified loan volume was up by 20.1% for2021. During the year ended December 31, 2020,2022, we recorded $95.7 million in anticipated profit share associated with 165,211 certified loans for an average of $579 per loan, as compared to $102.3 million in anticipated profit share associated with 171,697 certified loans for an average of $596 per loan during the prior year.year ended December 31, 2021.

ProfitIn addition, during the year ended December 31, 2022, we recorded a $5.7 million reduction in estimated future profit share revenues related to business in historic vintages primarily as a result of higher than anticipated prepayment rates, partially offset by lower loan default rates and severity of losses. During the year ended December 31, 2021, we recorded a $30.9 million increase in estimated future profit share revenues on certified loans originated in historic vintages primarily due to lower than anticipated prepayment rates, loan default rates and severity of losses.

Program fees revenue increased by $7.4$5.0 million, or 13.9%7%, for the year ended December 31, 2020 when2022 as compared to the year ended December 31, 2019.2021. This increase in profit shareprogram fees revenue was driven primarilyby an 11% increase in unit economics per certified loan, partially offset by a $13.9 million increase4% decrease in anticipated profit share from new originations during the current yearcertified loan volume, as compared to 2019. Despite this increase in new business, ourthe year to date results were negatively impacted by a $(1.6) million reduction in estimated future underwriting profit share for claims and premiums associated with business written in historic periods, primarily as a result of the economic slowdown attributable to the COVID-19 pandemic. This reduction in future profit share is a change in estimated variable consideration in accordance with ASC 606.ended December 31, 2021.

Revenue from claims administration and other service fees, which primarily represents 3.0%3% of our insurance partners’ annual earned premium, increased by $1.4$2.1 million, or 43.4%31%, for the year ended December 31, 20202022 as compared to 2019the year ended December 31, 2021, due to a 44.2%32% increase in total earned premium.premiums.