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| SEC FILE NUMBER |
| 001-39326 |
| CUSIP NUMBER |
| 68373J104 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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| (Check one): | | ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR |
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| | For Period Ended: December 31, 2024 |
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| | ☐ Transition Report on Form 10-K |
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| | ☐ Transition Report on Form 20-F |
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| | ☐ Transition Report on Form 11-K |
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| | ☐ Transition Report on Form 10-Q |
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| | For the Transition Period Ended: |
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Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
N/A
PART I — REGISTRANT INFORMATION
OPEN LENDING CORPORATION
Full Name of Registrant
N/A
Former Name if Applicable
1501 S. MoPac Expressway, Suite 450
Address of Principal Executive Office (Street and Number)
Austin, Texas 78746
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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☒ | | (a) | | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| | (b) | | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| | (c) | | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Open Lending Corporation (the “Company”) determined that it was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”) by the prescribed due date because the Company requires additional time to finalize its accounting and review processes specifically related to its profit share revenue and related contract assets. Each quarter, the Company evaluates and updates its profit share revenue forecast and recognizes a change in estimate adjustment to its profit share revenue and related contract assets. The Company requires additional time to finalize such analysis, incorporate the results into its financial statements and complete the audit procedures. The Company expects to file the Form 10-K with the Securities and Exchange Commission (the “SEC”) on or before April 1, 2025, within the 15 calendar days of the prescribed due date, pursuant to Rule 12b-25 of the Securities Exchange Act of 1934, as amended.
PART IV — OTHER INFORMATION
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| (1) | | | | Name and telephone number of person to contact in regard to this notification |
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| | | | Charles D. Jehl | | | | (512) | | | | 892-0400 |
| | | | (Name) | | | | (Area Code) | | | | (Telephone Number) |
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| (2) | | | | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐ |
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| (3) | | | | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☒ No ☐ |
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| | | | If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
At this time, a reasonable estimate of the change in results of operations from the corresponding period for the last fiscal year cannot be made due to the fact that the Company’s accounting and review processes regarding its profit share revenue and related contract assets remain ongoing, as described in Part III.
Forward-Looking Statements
This report includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, including statements related to the expected timing and filing of the Company’s Form 10-K with the SEC. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements are based on various assumptions and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the Company’s control. These forward-looking statements are subject to a number of risks and uncertainties, including the Company’s ability to file the Form 10-K with the SEC within the expected time period, the Company’s expectations regarding the financial results to be included in the Form 10-K, any adjustments to profit share revenue and contract assets and any related impacts, and other risks discussed in the Company’s filings with the SEC, including in its Annual Report on Form 10-K for the year ended December 31, 2023. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know or that it currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this report. The Company anticipates that subsequent events and developments will cause its assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this report. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Open Lending Corporation
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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| By: | | /s/ Charles D. Jehl |
| Name: | | Charles D. Jehl |
| Title: | | Chief Executive Officer and Interim Chief Financial Officer |
Date: March 17, 2025