0001806201-25-000033 | 10-K | XBRL Viewer

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Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Unrecognized Tax Benefits [Roll Forward]
Balance, beginning of year	$ 3,968	$ 3,935	$ 0
Increases for tax positions related to the current year	68	109	77
Increases for tax positions related to prior years	674	397	3,858
Decreases for tax positions related to prior years	0	(473)	0
Balance, end of year	$ 4,710	$ 3,968	$ 3,935

Cover - USD ($) $ in Billions	12 Months Ended
Cover - USD ($) $ in Billions	Dec. 31, 2024	Mar. 25, 2025	Jun. 30, 2024
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2024
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-39326
Entity Registrant Name	OPEN LENDING CORPORATION
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-5031428
Entity Address, Address Line One	1501 S. MoPac Expressway Suite #450
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78746
City Area Code	512
Local Phone Number	892-0400
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	LPRO
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction	false
Entity Shell Company	false
Entity Public Float			$ 0.5
Entity Common Stock, Shares Outstanding		119,782,899
Documents Incorporated by Reference	Selected portions of the Company’s definitive proxy statement for the 2025 annual meeting of stockholders are incorporated by reference into Part III of this Form 10-K.
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Entity Central Index Key	0001806201

Long-term Debt

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Long-term Debt

The following table provides a summary of the Company’s debt as of the dates indicated:


	December 31,
	2024		2023
	(in thousands)
Term Loan due 2027	$	140,625	$	145,313
Revolving Credit Facility	—		—
Less: Unamortized deferred financing costs	(908)		(1,268)
Total debt	139,717		144,045
Less: current portion of debt	(7,500)		(4,688)
Total long-term debt, net of deferred financing costs	$	132,217	$	139,357

Credit Agreement—Term Loan due 2027, and Revolving Credit Facility

On September 9, 2022, the Company entered into a First Amendment to its existing credit agreement (the “First Amendment”) with Wells Fargo Bank, N.A. (“Wells Fargo”), as the administrative agent, and the financial institutions party thereto, as the lenders. The First Amendment provided the Company senior secured credit facilities in an aggregate principal amount of $300 million, which (i) established a term loan due 2027 with a principal amount of $150 million, (the “Term Loan due 2027”), and (ii) increased the borrowing capacity on the existing revolving credit facility to $150 million (the “Revolving Credit Facility”), both scheduled to mature on September 9, 2027 (collectively, the “Credit Agreement”).

Borrowings under the Credit Agreement bear interest at a rate equal to either (i) an Alternate Base rate (“ABR”) or (ii) the term Secured Overnight Financing Rate (“SOFR”) plus 0.10% (“Adjusted SOFR”) plus a spread that is based upon the Company’s total net leverage ratio. The spread ranges from 0.625% to 1.375% per annum for ABR loans and 1.625% to 2.375% per annum for Adjusted SOFR loans. With respect to the ABR loans, interest is payable at the end of each calendar quarter. With respect to the Adjusted SOFR loans, interest is payable at the end of the selected interest period (at least quarterly). Additionally, there is an unused commitment fee payable at the end of each quarter at a rate per annum ranging from 0.15% to 0.225% based on the average daily unused portion of the Revolving Credit Facility and other customary letter of credit fees. Pursuant to the Credit Agreement, the interest rate spread and commitment fees increase or decrease in increments as the Company’s Funded Secured Debt/EBITDA ratio increases or decreases.

As of December 31, 2024, the Term Loan due 2027 and the Revolving Credit Facility were both subject to an Adjusted SOFR rate of 4.429% plus a spread of 2.375% per annum. Commitment fees were accrued at 0.225% under the Revolving Credit Facility’s unused commitment balance of $150.0 million as of December 31, 2024. As of December 31, 2024 and 2023, the effective interest rate on the Company’s outstanding borrowings was 7.050% and 7.348%, respectively.

Unamortized deferred financing costs related to the Term Loan due 2027 and the Revolving Credit Facility were $0.9 million and $0.2 million, respectively, as of December 31, 2024.

The obligations of the Company under the Credit Agreement are guaranteed by all of the Company’s U.S. subsidiaries and are secured by substantially all of the assets of the Company and its U.S. subsidiaries, subject to customary exceptions. The Credit Agreement contains a maximum total net leverage ratio financial covenant and a minimum fixed charge coverage ratio financial covenant, which are tested quarterly. The maximum total net leverage ratio is 3.0:1 and the minimum fixed charge coverage ratio is 1.25:1. As of December 31, 2024, the Company was in compliance with all required covenants under the Credit Agreement.

Principal Maturities of Debt

Principal maturities of debt outstanding as of December 31, 2024 are as follows:


	(in thousands)
2025	7,500
2026	7,500
2027	125,625


Total	$	140,625

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsOn March 31, 2025, the Board of Directors (the “Board”) of the Company announced that the Board has appointed Jessica Buss as the Chief Executive Officer of the Company, effective immediately. Charles D. Jehl will continue to serve as the interim Chief Financial Officer during a transitionary period and will remain a non-employee member of the Board following such transitionary period.

Contract Assets and Excess Profit Share Receipts - Summary of Contract Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Contract With Customer, Asset [Roll Forward]
Beginning balance	$ 29,314	$ 75,430
Increase of contract assets due to new business generation	120,436	140,413
Change in estimates of revenue from performance obligations satisfied in previous periods	(48,546)	(22,812)
Payables (receivables) transferred from contract assets	(53,721)	(67,440)
Payments received from insurance carriers	(32,458)	(96,325)
Provision for expected credit losses	42	48
Ending balance	15,067	29,314
Profit Share
Contract With Customer, Asset [Roll Forward]
Beginning balance	22,855	65,889
Increase of contract assets due to new business generation	52,979	66,113
Change in estimates of revenue from performance obligations satisfied in previous periods	(48,546)	(22,812)
Payables (receivables) transferred from contract assets	5,144	0
Payments received from insurance carriers	(22,834)	(86,383)
Provision for expected credit losses	35	48
Ending balance	9,633	22,855
Program Fee
Contract With Customer, Asset [Roll Forward]
Beginning balance	4,738	7,932
Increase of contract assets due to new business generation	57,350	64,245
Change in estimates of revenue from performance obligations satisfied in previous periods	0	0
Payables (receivables) transferred from contract assets	(58,865)	(67,440)
Payments received from insurance carriers	0	0
Provision for expected credit losses	6	1
Ending balance	3,229	4,738
TPA Fee
Contract With Customer, Asset [Roll Forward]
Beginning balance	1,721	1,609
Increase of contract assets due to new business generation	10,107	10,055
Change in estimates of revenue from performance obligations satisfied in previous periods	0	0
Payables (receivables) transferred from contract assets	0	0
Payments received from insurance carriers	(9,624)	(9,942)
Provision for expected credit losses	1	(1)
Ending balance	2,205	$ 1,721
Future Claim Payments and Previous Profit Share Receipts
Contract With Customer, Asset [Roll Forward]
Change in estimates of revenue from performance obligations satisfied in previous periods	$ (5,100)

Income Taxes

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

The components of the Company’s income tax expense attributable to operations are as follows:


	Year Ended December 31,
	2024		2023		2022
	(in thousands)
Current tax expense (benefit)
Federal	$	69	$	10,091	$	22,029
State	223		1,682		4,516
Deferred tax expense (benefit)
Federal	57,037		(2,821)		(4,165)
State	13,076		(2,164)		4,540
Income tax expense	$	70,405	$	6,788	$	26,920

The Company’s income tax expense attributable to operations differs from the expected tax expense (benefit) amount computed by applying the statutory federal income tax rate to income (loss) before taxes is as follows:


	Year Ended December 31,
	2024		2023		2022
Income tax expense computed at the statutory rate	21.0	%	21.0	%	21.0	%
State income taxes	4.5		—		7.7
Officer's compensation limitation under 162(m)	(1.3)		2.5		0.7
Stock-based compensation	(0.7)		1.1		0.5
Valuation allowance	(133.2)		—		—
Other, net	0.7		(1.1)		(1.1)
Effective tax rate	(109.0)	%	23.5	%	28.8	%

The effective tax rate for the year ended December 31, 2023 includes a decrease in state income tax expense associated with the remeasurement of the Company’s deferred tax assets for increases to estimated tax rates expected to be applied in future years.

The components of the Company’s deferred tax assets and liabilities are as follows:


	December 31,
	2024		2023
	(in thousands)
Deferred tax assets
Amortizable intangible assets	$	68,262	$	73,650
Operating lease liability	996		995
Accrued expenses	1,332		1,418
Excess profit share receipts	11,692		—
Carryforwards	6,839		—
Other	26		—
Total deferred tax assets(1)	89,147		76,063
Valuation allowance	(86,050)		—
Total deferred tax assets, net of valuation allowance	$	3,097	$	76,063
Deferred tax liabilities
Contract assets	(1,997)		(4,056)
Operating lease right-of-use asset	(953)		(972)
Property and equipment	(147)		(463)
Other	—		(459)
Total deferred tax liabilities	(3,097)		(5,950)
Deferred tax asset, net	$	—	$	70,113

As of December 31, 2024, the Company has assessed whether it is more likely than not that the Company’s deferred tax assets will be realized and given the magnitude of the current year losses related the Company’s profit share revenue change in estimate, recorded a full valuation allowance of $86.1 million. The valuation allowance will be maintained until there is sufficient evidence to support the reversal of all or some portion of these allowances. The exact timing and amount of the valuation allowance release are subject to change based on the level of profitability the Company is able to achieve.

At December 31, 2024, the Company generated net operating loss (“NOL”) carry forwards for U.S. federal income tax purposes of approximately $26.5 million which will be available to offset future U.S. federal taxable income and do not expire.

At December 31, 2024, the Company generated NOL carry forwards for U.S. state income tax purposes of approximately $15.9 million, which will be available to offset future state taxable income and will begin to expire in various dates starting in 2039. At December 31, 2024, it is more likely than not that the benefit from Federal and state NOL carryforwards will not be realized.

The aggregate changes in the balance of unrecognized tax benefits were as follows:


	Year Ended December 31,
	2024		2023		2022
	(in thousands)
Balance, beginning of year	$	3,968	$	3,935	$	—
Increases for tax positions related to the current year	68		109		77
Increases for tax positions related to prior years	674		397		3,858
Decreases for tax positions related to prior years	—		(473)		—


Balance, end of year	$	4,710	$	3,968	$	3,935

At December 31, 2024 and 2023, the Company had accrued interest and penalties related to unrecognized tax benefits of approximately $0.6 million and $0.4 million, respectively.

As of December 31, 2024, the liability for unrecognized tax benefits includes certain tax uncertainties related to research tax credits and tax positions in various state jurisdictions. The Company believes it is not reasonably possible that the unrecognized tax benefits will significantly change during the next twelve months.

The Company files its federal and state income tax returns and some of these returns remain open for examination, with the earliest open years in its key jurisdictions as follows:


U.S. Federal			2016

State of Texas			2016
State of New York			2017
State of Illinois			2021

- Definition

The entire disclosure for income tax.

+ References

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+ Details

Summary of Significant Accounting and Reporting Policies - Insurance Partners Contribution (Details) - Revenue from Contract with Customer Benchmark - Customer Concentration Risk	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Insurance partner A
Concentration Risk [Line Items]
Concentration risk (as a percent)	34.00%	35.00%	35.00%
Insurance partner B
Concentration Risk [Line Items]
Concentration risk (as a percent)	12.00%		11.00%
Insurance partner C
Concentration Risk [Line Items]
Concentration risk (as a percent)			11.00%

Commitment and Contingencies (Tables)

12 Months Ended

Dec. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of Lease, Cost

For the years ended December 31, 2024, 2023 and 2022, the Company recorded the following lease expenses:


	Year Ended December 31,
	2024		2023		2022
	(in thousands)
Operating lease expense	$	1,006	$	953	$	953
Variable lease payments	322		401		408
Total lease expense	$	1,328	$	1,354	$	1,361

Additional information related to the Company’s operating lease is as follows:


	Year Ended December 31,
	2024			2023			2022
	($ in thousands)
Operating cash outflows	$	927		$	896		$	871
ROU assets obtained in exchange for new lease liabilities	$	594		$	—		$	—

Weighted average remaining lease term (in years)	4.23			5.08			6.08
Weighted average discount rate	8.58		%	7.72		%	7.72		%

Schedule of Assets and Liabilities, Lessee

The current and non-current lease liabilities are reflected in Other current liabilities and Operating lease liabilities, respectively, on the Company’s Consolidated Balance Sheets, as follows:


	December 31,
	2024		2023
	(in thousands)




Other current liabilities	$	779	$	632
Operating lease liabilities	3,273		3,450
Total operating lease liability	$	4,052	$	4,082

Schedule of Lessee, Operating Lease, Liability, Maturity

The maturity of the Company’s operating lease liabilities as of December 31, 2024 is as follows:



	(in thousands)
2025	$	1,044
2026	1,101
2027	1,142
2028	1,171
2029	241
Thereafter	13
Total undiscounted liabilities	4,712
Less: Imputed interest	660
Present value of lease liabilities	$	4,052

Long-Term Purchase Commitment

The Company has entered into a non-cancellable minimum purchase commitment for third-party credit data services. The expected payments for the minimum purchase commitment at December 31, 2024 were as follows:



	(in thousands)
2025	$	2,000
2026	2,000
2027	2,000
Total purchase commitments	$	6,000

Description of Business, Background and Nature of Operations (Details)	12 Months Ended
	Dec. 31, 2024 segment
Accounting Policies [Abstract]
Number of operating segments	1

Contract Assets and Excess Profit Share Receipts (Tables)

12 Months Ended

Dec. 31, 2024

Revenue from Contract with Customer [Abstract]

Summary of Contract Assets and Contract Liabilities

Contract assets balances for the periods indicated below were as follows:


	Contract Assets
	Profit Share		Program Fee		TPA Fee		Total
	(in thousands)
Ending balance as of December 31, 2022	$	65,889	$	7,932	$	1,609	$	75,430
Increase of contract assets due to new business generation	66,113		64,245		10,055		140,413
Change in estimates of revenue from performance obligations satisfied in previous periods	(22,812)		—		—		(22,812)
Payables (receivables) transferred from contract assets	—		(67,440)		—		(67,440)
Payments received from insurance carriers	(86,383)		—		(9,942)		(96,325)
Provision for expected credit losses	48		1		(1)		48
Ending balance as of December 31, 2023	22,855		4,738		1,721		29,314
Increase of contract assets due to new business generation	52,979		57,350		10,107		120,436
Change in estimates of revenue from performance obligations satisfied in previous periods(1)	(48,546)		—		—		(48,546)
Payables (receivables) transferred from contract assets	5,144		(58,865)		—		(53,721)
Payments received from insurance carriers	(22,834)		—		(9,624)		(32,458)
Provision for expected credit losses	35		6		1		42
Ending balance as of December 31, 2024	$	9,633	$	3,229	$	2,205	$	15,067

(1) Includes $(5.1) million of estimated, non-recurring charges associated with future claim payments and previous profit share.

The excess profit share receipts liability balance for the periods indicated below were as follows:


	Profit Share
	(in thousands)
Ending balance as of December 31, 2023	$	—

Change in estimates of profit share revenue	47,556
Payments received from insurance carriers	—

Ending balance as of December 31, 2024	$	47,556

Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Schedule of Significant Expense Categories and Other Specific Amount

The following table sets forth significant expense categories and other specified amounts included in consolidated net income that are reviewed by the CODM, or are otherwise regularly provided to the CODM, for the years ended December 31, 2024, 2023 and 2022.


	Year Ended December 31,
	2024		2023		2022
	(in thousands)
Revenue
Program fees	$	57,040	$	64,092	$	80,611
Profit share	(43,123)		43,301		90,056
Claims administration and other service fees	10,107		10,067		8,927
Total revenue	24,024		117,460		179,594
Cost of services
Employee compensation and benefits	8,371		7,520		4,102
Share-based compensation	624		684		339
Depreciation and amortization	604		77		—
Other cost of services(1)	14,256		14,001		15,527
Gross profit	169		95,178		159,626
Operating expenses
Employee compensation and benefits	33,661		30,719		31,786
Share-based compensation	8,053		8,808		5,110
Professional fees	9,127		8,468		9,824
IT services	4,357		4,149		3,528
Depreciation and amortization	1,070		1,082		915
Other(2)	9,279		12,877		10,848
Total operating expenses	65,547		66,103		62,011
Operating income (loss)	(65,378)		29,075		97,615
Other income (expense)
Interest expense	(11,317)		(10,661)		(5,832)
Interest income	12,090		10,335		1,995
Other income (expense), net	—		109		(238)
Total other expense, net	773		(217)		(4,075)
Income (loss) before income taxes	(64,605)		28,858		93,540
Income tax expense	70,405		6,788		26,920
Net income (loss)	$	(135,010)	$	22,070	$	66,620

(1) Other cost of services primarily consists of costs incurred to third party partners for partner commissions, fees paid for actuarial services, fees for integration with the loan origination system of automotive lenders and fees paid to credit bureaus and data service providers.

(2) Other operating expenses includes marketing expenses, insurance expenses, travel expenses, meals and entertainment expenses, facilities expenses and business development expenses.

Share-Based Compensation - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	4 years
Expiration period (in years)	10 years
Intrinsic value	$ 0.0	$ 0.0
Time-based restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	4 years
Fair value of vested units	$ 4.7	$ 4.2	$ 0.9
Vested (in shares)	729,175
Performance-based restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	3 years	3 years	3 years
Fair value of vested units	$ 0.2
Range of target (as a percent)	200.00%	200.00%	100.00%
Vested (in shares)	24,427	0	0
2020 Stock Option and Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for issuance (in shares)	24,421,694

Share-Based Compensation - Unrecognized Share-based Compensation Expense (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($)
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total unrecognized stock-based compensation expense	$ 16,522
Weighted Average Amortization Period (Years)	2 years 5 months 15 days
Time-based restricted stock units
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Unrecognized expense, restricted stock	$ 14,786
Weighted Average Amortization Period (Years)	2 years 6 months 14 days
Performance-based restricted stock units
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Unrecognized expense, restricted stock	$ 1,736
Weighted Average Amortization Period (Years)	1 year 9 months 21 days

Long-term Debt (Tables)

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

The following table provides a summary of the Company’s debt as of the dates indicated:


	December 31,
	2024		2023
	(in thousands)
Term Loan due 2027	$	140,625	$	145,313
Revolving Credit Facility	—		—
Less: Unamortized deferred financing costs	(908)		(1,268)
Total debt	139,717		144,045
Less: current portion of debt	(7,500)		(4,688)
Total long-term debt, net of deferred financing costs	$	132,217	$	139,357

Schedule of Maturities of Long-term Debt

Principal maturities of debt outstanding as of December 31, 2024 are as follows:


	(in thousands)
2025	7,500
2026	7,500
2027	125,625


Total	$	140,625

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477734/942-470-50-3

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-6

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-7

+ Details

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Retirement Plan (Details) - USD ($)	12 Months Ended
Retirement Plan (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Retirement Benefits [Abstract]
Defined contribution plan, minimum employee age requirement for participation	21 years
Defined contribution plan, minimum days of service required for participation	60 days
Defined contribution plan, employer matching contribution, percent of employees' gross pay	3.00%
Defined contribution plan, cost	$ 0	$ 0	$ 0
Defined contribution plan, employer discretionary contribution amount	$ 1,100,000	$ 900,000	$ 700,000

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 243,164	$ 240,206
Restricted cash	10,760	6,463
Accounts receivable, net	5,055	4,616
Current contract assets, net	9,973	28,704
Income tax receivable	3,558	7,035
Other current assets	3,215	2,852
Total current assets	275,725	289,876
Property and equipment, net	729	826
Capitalized software development costs, net	5,386	3,087
Operating lease right-of-use assets, net	3,878	3,990
Contract assets	5,094	610
Deferred tax asset, net	0	70,113
Other assets	5,556	5,535
Total assets	296,368	374,037
Current liabilities
Accounts payable	953	375
Accrued expenses	5,166	8,131
Current portion of debt	7,500	4,688
Third-party claims administration liability	10,797	6,464
Current portion of excess profit share receipts	19,346	0
Other current liabilities	3,490	932
Total current liabilities	47,252	20,590
Long-term debt, net of deferred financing costs	132,217	139,357
Operating lease liabilities	3,273	3,450
Excess profit share receipts	28,210	0
Other liabilities	7,329	5,060
Total liabilities	218,281	168,457
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.01 par value; 10,000,000 shares authorized and none issued and outstanding	0	0
Common stock, $0.01 par value; 550,000,000 shares authorized, 128,198,185 shares issued and 119,350,001 shares outstanding as of December 31, 2024 and 128,198,185 shares issued and 118,819,795 shares outstanding as of December 31, 2023	1,282	1,282
Additional paid-in capital	502,664	502,032
Accumulated deficit	(328,759)	(193,749)
Treasury stock at cost, 8,848,184 shares at December 31, 2024 and 9,378,390 at December 31, 2023	(97,100)	(103,985)
Total stockholders’ equity	78,087	205,580
Total liabilities and stockholders’ equity	$ 296,368	$ 374,037

Share-Based Compensation

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

2020 Stock Option and Incentive Plan (the “2020 Plan”)

The 2020 Plan, approved by Nebula’s stockholders on June 9, 2020, provides for the grant of stock options, stock appreciation rights, restricted stock units and other stock or cash-based awards. As of December 31, 2024, 24,421,694 shares were available for issuance under the 2020 Plan.

Share-based compensation expense recorded for each type of award and the related income tax benefits were as follows:


	Year Ended December 31,
	2024		2023		2022
	(in thousands)
Time-based restricted stock units	$	7,771	$	8,010	$	5,458
Performance-based restricted stock units	461		965		(727)
Stock options	445		517		718
Total share-based compensation expense	$	8,677	$	9,492	$	5,449
Income tax benefit related to share-based compensation	$	743	$	253	$	54

Time-Based Restricted Stock Units

RSUs represent the right to receive shares of common stock at the end of the vesting period in an amount equal to the number of RSUs that vest. RSUs are subject to restrictions on transfer and are generally subject to a risk of forfeiture if the award recipient ceases providing services to the Company prior to the lapse of the restriction. The fair value used to calculate share-based compensation expense of such RSUs is determined using the closing price on the date of grant applied to the total number of shares that were anticipated to fully vest based on schedules as set forth in the respective award agreements, generally over four years.

The following table summarizes the RSU activity for the year end December 31, 2024:


	Time-Based Restricted Stock Units
	Number of Awards	Weighted Average Fair Value at Grant Date
Outstanding as of December 31, 2023	2,820,534	$	8.77
Granted	1,796,721	5.87
Vested	(729,175)	10.10

Forfeited	(1,089,141)	7.09
Outstanding as of December 31, 2024	2,798,939	$	7.22

The total fair value of the RSUs that vested during the years ended December 31, 2024, 2023 and 2022 was $4.7 million, $4.2 million, and $0.9 million respectively.

Performance-Based Restricted Stock Units

During the year ended December 31, 2022, PSUs were granted with a three-year performance period. The terms and conditions of the PSUs allow for vesting of the awards ranging between forfeiture and 100% of target. PSUs represent the right to receive shares of common stock at the end of the vesting period in an amount equal to the number of PSUs that vest. PSUs are subject to restrictions on transfer and are generally subject to a risk of forfeiture if the award recipient ceases providing services to the Company prior to the lapse of the restriction.

During the years ended December 31, 2024 and 2023, PSUs were granted with a three-year performance period. The terms and conditions of the PSUs allow for vesting of the awards ranging between forfeiture and 200% of target. The vesting level is calculated based on the total stockholder return achieved during the performance period compared to the total stockholder return of a predetermined peer group. The fair value of the PSUs was determined using a Monte Carlo simulation and will be recognized over the requisite service period. The Monte Carlo simulation model utilizes multiple input variables that determine the probability of satisfying the performance condition stipulated in the award to calculate the fair value of the award. Expected volatility in the model was estimated using a historical period consistent with the performance period of approximately three years. The risk-free interest rate was based on the United States Treasury rate for a term commensurate with the expected life of the grant.

The Company used the following assumptions to estimate the fair value of PSUs granted during the periods indicated:


	Year Ended December 31,
	2024		2023
Risk-free interest rate	5	%	5	%
Volatility	62	%	63	%

The following table summarizes the PSU activity for the year ended December 31, 2024:


	Performance-Based Restricted Stock Units
	Number of Awards	Weighted Average Fair Value at Grant Date
Outstanding as of December 31, 2023	441,390	$	17.90
Granted	599,081	5.48
Vested	(24,427)	33.44
Forfeited	(318,806)	15.86
Outstanding as of December 31, 2024	697,238	$	7.62

The total fair value of the PSUs that vested during the year ended December 31, 2024 was $0.2 million. No PSUs vested during the years ended December 31, 2023 and 2022.

Stock Options

The Company’s outstanding stock options vest, subject to the continued employment of the grantees, in equal annual installments over four years following the grant date. The contractual term for the exercisability of the stock options is ten years from the grant date. The following table summarizes the stock option activity for the year ended December 31, 2024:


	Stock Options
	Number of Awards	Weighted Average Exercise Price		Weighted Average Contractual Term (Years)
Outstanding as of December 31, 2023	140,049	$	33.56	6.81


Expired	(13,810)	33.56
Forfeited	(3,274)	33.56
Outstanding as of December 31, 2024	122,965	$	33.56	6.00
Vested and expected to vest at December 31, 2024	122,965	$	33.56	6.00
Exercisable at December 31, 2024	122,965	$	33.56	6.00

The Company’s stock options had no intrinsic value as of December 31, 2024, 2023 and 2022.

Unrecognized Share-Based Compensation Expense

The following table reflects future compensation expense to be recorded for share-based compensation awards that were outstanding as of December 31, 2024:


	Unrecognized Expense		Weighted Average Amortization Period (Years)
	(in thousands)
Time-based restricted stock units	$	14,786	2.54
Performance-based restricted stock units	1,736		1.81

Total unrecognized stock-based compensation expense	$	16,522	2.46

Segment Reporting (Details) $ in Thousands	12 Months Ended
Segment Reporting (Details) $ in Thousands	Dec. 31, 2024 USD ($) segment	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Segment Reporting [Abstract]
Number of operating segments \| segment	1
Revenue
Total revenue	$ 24,024	$ 117,460	$ 179,594
Cost of services
Gross profit (loss)	169	95,178	159,626
Operating expenses
Share-based compensation	8,677	9,492	5,449
Depreciation and amortization	1,674	1,159	915
Total operating expenses	65,547	66,103	62,011
Operating income (loss)	(65,378)	29,075	97,615
Other income (expense)
Interest expense	(11,317)	(10,661)	(5,832)
Interest income	12,090	10,335	1,995
Other income (expense), net	0	109	(238)
Income (loss) before income taxes	(64,605)	28,858	93,540
Income tax expense	70,405	6,788	26,920
Net income (loss)	(135,010)	22,070	66,620
Program fees
Revenue
Total revenue	57,040	64,092	80,611
Profit share
Revenue
Total revenue	(43,123)	43,301	90,056
Claims administration and other service fees
Revenue
Total revenue	10,107	10,067	8,927
Reportable Segment
Revenue
Total revenue	24,024	117,460	179,594
Cost of services
Employee compensation and benefits	8,371	7,520	4,102
Share-based compensation	624	684	339
Depreciation and amortization	604	77	0
Other cost of services	14,256	14,001	15,527
Gross profit (loss)	169	95,178	159,626
Operating expenses
Employee compensation and benefits	33,661	30,719	31,786
Share-based compensation	8,053	8,808	5,110
Professional fees	9,127	8,468	9,824
IT services	4,357	4,149	3,528
Depreciation and amortization	1,070	1,082	915
Other	9,279	12,877	10,848
Total operating expenses	65,547	66,103	62,011
Operating income (loss)	(65,378)	29,075	97,615
Other income (expense)
Interest expense	(11,317)	(10,661)	(5,832)
Interest income	12,090	10,335	1,995
Other income (expense), net	0	109	(238)
Total other expense, net	773	(217)	(4,075)
Income (loss) before income taxes	(64,605)	28,858	93,540
Income tax expense	70,405	6,788	26,920
Net income (loss)	(135,010)	22,070	66,620
Reportable Segment \| Program fees
Revenue
Total revenue	57,040	64,092	80,611
Reportable Segment \| Profit share
Revenue
Total revenue	(43,123)	43,301	90,056
Reportable Segment \| Claims administration and other service fees
Revenue
Total revenue	$ 10,107	$ 10,067	$ 8,927

Summary of Significant Accounting and Reporting Policies (Policies)

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and include the accounts of the Company and all its subsidiaries that are directly or indirectly owned or controlled by the Company.

Consolidation

All intercompany transactions and balances have been eliminated upon consolidation.

Certain prior year amounts have been reclassified to conform to the Company’s presentation of its consolidated financial statements as of and for the year ended December 31, 2024. Such reclassifications had no effect on the Company’s previously reported net income, earnings per share, cash flow or accumulated deficit.

Use of estimates and judgements

Use of estimates and judgments

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates, and those differences may be material. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively.

The most significant items subject to such estimates and assumptions include, but are not limited to, profit share revenue recognition and the corresponding impact on contract assets and excess profit share receipts liability and assessing the realizability of deferred tax assets. The Company bases its estimates on historical trends and relevant assumptions that it believes to be reasonable under the circumstances. Accordingly, actual results could be materially different from those estimates.

Income taxes

The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax laws and rates expected to apply

to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company establishes valuation allowances when necessary to reduce deferred tax assets to the amounts expected to be realized. On a quarterly basis, the Company evaluates the need for, and the adequacy of, valuation allowances based on the expected realization of our deferred tax assets. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. In making this determination, the Company considers all available positive and negative evidence and made certain assumptions including, among other things, the reversal of its deferred tax liabilities, the overall business environment, its historical earnings and losses, current industry trends and its outlook for future earnings.

The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step requires a determination whether the weight of available evidence indicates that the tax position has met the threshold for recognition. Therefore, the Company must evaluate whether it is more likely than not that the position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step requires a measurement of the tax benefit of the tax position taken, or expected to be taken, in an income tax return as the largest amount that is more than 50% likely of being realized upon ultimate settlement. This measurement step is inherently complex and requires subjective estimations of such amounts to determine the probability of various possible outcomes. The Company re-evaluates the uncertain tax positions each quarter based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, expirations of statutes of limitation, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision in the period.

The Company recognizes interest and penalties related to income taxes as a component of income tax expense.

Cash and cash equivalents

Cash and cash equivalents consist of commercial analysis accounts, money market funds and U.S. Treasury securities, including accrued interest earned. The Company considers securities that are highly liquid, readily convertible into cash and have original maturities of less than three months when purchased to be cash equivalents. The Company determines the appropriate classification of the Company’s cash and cash equivalents at the time of purchase.

Restricted cash

Accounts receivable

Accounts receivable includes program fees billed to customers, for which payments are expected to be received within 30 days from billing. The program fees are assessed at the time when the customer uses LPP to certify consumer loans and are billed either as an upfront fee or in 12 equal installments. The Company bills customers for the upfront fee following the month the service is provided and for the monthly installment fee over 12 months.

Contract assets and Revenue recognition

Contract assets

Contract assets for program fees are increased by recognized and unbilled program fee revenues related to monthly-pay arrangements. Once the program fees for the monthly-pay arrangements for the current month are due, they are reclassified from contract assets and recognized as accounts receivable. Contract assets for profit share and claims administration fees are increased for recognized profit share and claims administration fees revenue and are decreased by payments received from insurance partners. In addition, for profit share variable consideration related to performance obligations that were satisfied in previous periods, the Company evaluates

and updates its profit share revenue forecast on a quarterly basis and adjusts its contract assets accordingly.

Revenue recognition

The Company’s revenue is generated through three streams: (i) program fees paid to the Company by automotive lenders, (ii) profit share paid to the Company by insurance partners and (iii) claims administration service fees paid to the Company by insurance partners.

The Company accounts for a contract with a customer when (i) both parties have approved the contract and are committed to perform their respective obligations, (ii) each party’s rights and payment terms can be identified, (iii) the contract has commercial substance, and (iv) it is probable the Company will collect substantially all of the consideration it is entitled to receive. Revenue is recognized when, or as, performance obligations are satisfied by transferring control of a promised product or service to a customer. In compliance with Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, when the Company’s performance obligations have been completed, the Company estimates the amount of the transaction price it expects to be entitled to under the Company’s customer contracts. The Company recognizes subsequent adjustments to an estimated transaction price upon the receipt of additional information or final settlement, whichever occurs first.

Program fee revenue. The Company earns program fees by providing customers with access to and use of LPP. Program fee contracts contain a single performance obligation, which is complete when a loan is certified through

LPP and is issued by the lending institution. Approximately 10% of loan originations are paid through 12-month financing arrangements.

Profit share revenue. Profit share represents the Company’s participation in the net underwriting profit of third-party insurance partners who provide automotive lenders with credit default insurance on loans those lenders make using LPP. The Company receives a percentage of the aggregate net monthly insurance underwriting profit over the term of the underlying insured loan. Monthly insurance underwriting profit is calculated as the monthly earned premium less expenses and losses (including reserves for incurred, but not reported losses), with losses accrued and carried forward for future profit share calculations. In periods where the expenses and losses on the aggregated loan portfolio exceed the monthly earned premiums, no profit share payments are received and future monthly insurance underwriting profits earned are reduced until the earned premiums for the aggregate loan portfolio exceed the accumulated losses at the insurance partner level.

The Company fulfills its performance obligation upon placement of the insurance and recognizes profit share revenue based on the amount of cash flows it expects to receive from the insurance company over the term of the underlying insured loan.

The Company uses a forecast model to estimate variable consideration based on undiscounted expected future profit share to be received from its insurance partners. The forecast model projects loan-level earned premiums and insurance claim payments driven by projections of prepayment rate, loan default rate and severity of loss on the Company’s remaining active loan portfolio as of the reporting date. These assumptions are derived from an analysis of the historical portfolio performance, prevailing default and prepayment trends, and macroeconomic projections. Estimates of variable consideration generated by the forecast model are constrained to the extent that it is probable that a significant reversal of revenue will not occur in future periods. On a quarterly basis, the Company updates the assumptions used in the forecast model and recognizes a change in estimate adjustment to profit share revenue, contract assets and excess profit share receipts liability in the period.

The Company assesses the default and prepayment assumptions of the forecast model against reported performance and lender delinquency data. The forecast model is updated to consider the actual prepayment rate, default, and severity of results and macroeconomic conditions.

Claims administration services. For the insurance policies issued through the Company’s program, the Company provides adjudication services for insurance claims on the third-party insurer’s policies for auto loans processed through LPP. The Company earns a monthly service fee which is calculated by the third-party insurance providers as 3% of the monthly net insurance earned premium collected over the life of the underlying loan. In this arrangement, the performance obligation to provide claims administration services is generally satisfied over time, with the customer simultaneously receiving and consuming the benefits as the Company satisfies its performance obligations. Revenue is recognized as the service is provided over the term of the adjudication contract with the insurance partner.

Allowance for current expected credit losses ("CECL")

Allowance for current expected credit losses (“CECL”)

The Company maintains a CECL allowance on its accounts receivable and contract assets. The allowance represents an estimate based primarily on market implied lifetime probabilities of default and loss severities for assets with similar risk characteristics. As these inputs are derived from market observations, they inherently include forward-looking expectations about macro-economic conditions. The allowance is evaluated quarterly by the Company for adequacy by taking into consideration factors such as reasonableness of the market implied loss statistics, historical lifetime loss data, and credit quality of the customer base. Provisions for the allowance for expected credit losses attributable to bad debt are recorded as general and administrative expenses. Account balances deemed uncollectible are written off, net of actual recoveries. The Company does not have any material accounts receivable or contract assets receivable balances that are past due and has not written off any material balances in its portfolio for the periods presented.

Property and equipment, net

Property and equipment related to furniture, fixtures and equipment and leasehold improvements are recorded at cost, less accumulated depreciation and impairment losses, if any. Maintenance and repairs that do not improve or extend the useful life of the respective asset are expensed as incurred.

Depreciation expense is calculated using the straight-line method based on the estimated useful lives of the assets, which ranges from three to eight years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets.

Depreciation expense related to our property and equipment was $0.3 million for each of the years ended December 31, 2024, 2023 and 2022, and is recognized within the General and administrative line item in the Consolidated Statements of Operations.

The Company’s property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the amount recorded may not be recoverable, and if not deemed recoverable based on the assets’ expected undiscounted cash flows, an impairment loss is recognized to the extent that the carrying amount exceeds the fair value.

Capitalized software development costs, net

Costs related to internally developed software, including development of the Company’s cloud-based LPP solution, are capitalized when preliminary development efforts are successfully completed, and it is probable that the project will be completed and the software will be used as intended. Salaries and compensation costs for employees and fees paid to third-party consultants who are directly involved in development efforts and costs incurred for upgrades and enhancements that result in additional functionality of the software are capitalized and included in Capitalized software development costs, net on the Consolidated Balance Sheets. Related training and maintenance costs are expensed as incurred. Amortization of internal-use software begins when the software is ready for its intended use and is generally amortized over three years, the period for which the software is expected to contribute to future cash flows.

Operating leases

The Company determines if an arrangement is a lease, or contains a lease, at the inception of the arrangement and evaluates whether the lease is an operating lease or a finance lease at the commencement date. The Company recognizes lease right-of-use (“ROU”) assets and lease liabilities for operating and finance leases with initial terms greater than 12 months. ROU assets represent the Company’s right to use an asset for the lease term, while lease liabilities represent the Company’s obligation to make the related lease payments. The ROU assets for operating and finance leases and liabilities are recognized based on the present value of fixed lease payments over the lease term at the lease commencement date. Lease liabilities are calculated as the present value of fixed payments not yet paid at the measurement date. Since the interest rate implicit in the Company’s leases is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of its lease payments. The Company’s incremental borrowing rate is determined based on the interest rate paid to borrow on a collateralized basis over a similar term.

Operating lease ROU assets are recognized net of any lease prepayments and incentives. Operating lease expense is recognized on a straight-line basis over the lease term. Variable lease payments that are not based on an index or a rate, such as common area maintenance fees, taxes and insurance, are expensed as incurred.

Fair value measurements

Fair value is the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants. In arriving at a fair value measurement, the Company uses a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable. The three levels of inputs used to establish fair value are the following:

• Level 1 — Quoted prices in active markets for identical assets or liabilities;

• Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

• Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Excess profit share receipts liability

The excess profit share receipts liability represents the profit share cash consideration received that is in excess of the estimated profit share variable consideration generated by the profit share forecast model in the current period at the individual loan level. The excess profit share receipts liability is increased for payments received from insurance partners to the extent the payments are related to performance obligations satisfied in previous periods related to historic vintages. In addition, the Company evaluates and updates its profit share revenue forecast on a quarterly basis and adjusts its excess profit share receipts liability accordingly. The excess profit share receipts liability is classified as current or non-current on the Consolidated Balance Sheet based on the estimated timing of realizing forecasted losses.

Contingencies

The Company accounts for claims and contingencies in accordance with authoritative guidance that requires it to record an estimated loss from a claim or loss contingency when information available prior to issuance of the consolidated financial statements indicates a liability has been incurred at the date of the consolidated financial statements and the amount of the loss can be reasonably estimated. If the Company determines that it is reasonably possible but not probable that an asset has been impaired or a liability has been incurred, it discloses the amount or range of estimated loss if material or that the loss cannot be reasonably estimated. Accounting for claims and contingencies requires the Company to use judgment.

Research and development costs

Research and development costs consist primarily of employee compensation and benefits, software and data services to support the ongoing development of the Company’s lending enablement platform, LPP.

Advertising costs

Advertising costs are typically expensed as incurred and are included in Selling and marketing in the accompanying Consolidated Statements of Operations.

Deferred financing costs

Deferred financing costs incurred in connection with the issuance of debt are capitalized and amortized to interest expense in accordance with the related debt agreement. Deferred financing costs related to the Term Loan due 2027 (as defined hereinafter) are included as a reduction within Long-term debt, net of deferred financing costs in the accompanying Consolidated Balance Sheets and amortized as interest expense using the effective interest method over the term of the debt agreement. Deferred financing costs related to the Revolving Credit Facility (as defined hereinafter) are included in Other assets on the accompanying Consolidated Balance Sheets and amortized using the straight-line method over the life of the Revolving Credit Facility.

Share-based compensation

The Company issues restricted stock units (“RSUs”) with service (time-based) vesting criteria and performance-based restricted stock units (“PSUs”) with market or performance criteria.

The Company uses the grant date fair value of RSUs to measure share-based compensation. The Company utilizes the Monte Carlo simulation to measure share-based compensation for PSUs with market conditions. The Monte Carlo simulation model utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award to calculate the fair value. The Company uses the grant date fair value for PSUs in which vesting is tied to specific performance criteria. The Company evaluates the probability of achieving performance goals on a quarterly basis and recognizes share-based compensation to the extent achievement of performance goals is considered probable. Any change in estimate affecting the number of shares expected to be issued upon vesting of the PSUs is accounted for as a cumulative adjustment to the compensation expense in the period in which the change occurs. If actual results differ significantly from these estimates, share-based compensation expense and the Company’s results of operations could be materially affected.

The Company recognizes compensation expense for unvested awards in the Consolidated Statements of Operations, net of actual forfeitures in the period they occur, on a straight-line basis over the requisite service or performance period. Share-based compensation expense is generally allocated based on the functional responsibilities of the awarded unitholders in the accompanying Consolidated Statements of Operations.

The Company expects to issue shares from treasury stock when stock options are exercised or when RSUs and PSUs vest.

Treasury stock

The Company accounts for treasury stock under the cost method and includes treasury stock as a component of stockholders’ equity.

Net income (loss) per share

The Company’s basic net income (loss) per share is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common shares outstanding for the period, without consideration of potentially dilutive securities. The diluted net income (loss) per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury stock method or the if-converted method based on the nature of such securities. Diluted net income (loss) per share is the same as basic net income (loss) per share in periods when the effects of potentially dilutive shares of common stock are anti-dilutive.

Concentrations of revenue and credit risks

The following table provides a summary of insurance partners contributing more than 10% of total revenue, excluding the profit share revenue change in estimate adjustments, for the years ended December 31, 2024, 2023 and 2022:


	Year Ended December 31,
	2024		2023		2022
Insurance partner A	34	%	35	%	35	%
Insurance partner B	12	%	*		11	%
Insurance partner C	*		*		11	%

* Represents less than 10% of total revenue.

Financial instruments that potentially subject the Company to credit risk consist of Cash and cash equivalents, Restricted cash, Accounts receivable, net and Contract assets to the extent of the amounts recorded on the balance sheets.

Cash and cash equivalents are deposited in commercial analysis accounts, money market funds and U.S. Treasury securities at financial institutions with high credit standing. Restricted cash relates to funds held by the Company on behalf of our insurance partners, designated for the use of insurance claim payments. Restricted cash is deposited in commercial analysis accounts at one financial institution. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurance limits. The Company has not experienced any losses on its deposits of cash and cash equivalents and management believes the Company is not exposed to significant risks on such accounts.

The Company’s accounts receivable and contract assets are derived from revenue earned from customers. The Company maintains an allowance for expected credit losses on its accounts receivable and contract asset receivable in accordance with CECL.

Recently issued accounting pronouncements not yet adopted and Recently adopted new accounting standards

Recently issued accounting pronouncements not yet adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures. The ASU requires additional disclosure related to rate reconciliation, income taxes paid, and other disclosures to improve the effectiveness of income tax disclosures. The ASU is effective for annual periods beginning after December 15, 2024, and applied on a prospective basis. Early adoption and retrospective application is permitted. The Company believes this ASU will have no impact on its consolidated financial statements but may result in additional disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires new disclosures, in a separate note to financial statements, of specified information about certain costs and expenses. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim

reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company believes this ASU will have no impact on its consolidated financial statements but will result in additional disclosures.

Recently adopted new accounting standards

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which provides amendments to improve reportable segments disclosure requirements. The Company adopted ASU 2023-07 for the fiscal year beginning January 1, 2024. As a result, the Company has included the additional required disclosures in Note 13 — Segment Reporting with retrospective presentation to all prior periods presented in the financial statements. The adoption of ASU 2023-07 did not impact the Company’s results of operations, cash flows, or balance sheets.

Long-term Debt - Additional Information (Details) $ in Thousands		12 Months Ended
	Sep. 09, 2022 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
Debt Instrument [Line Items]
Debt issuance costs, net		$ 908	$ 1,268
New Credit Agreement
Debt Instrument [Line Items]
Principal amount	$ 300,000
Debt instrument, basis spread on variable rate	0.10%	2.375%
Line of credit facility, commitment fee percentage		0.225%
Adjusted SOFR rate		0.04429
Debt instrument, effective interest rate (as a percent)		7.05%	7.348%
Minimum fixed charge coverage ratio	1.25
New Credit Agreement \| Fiscal Quarter Ending After June 30, 2024
Debt Instrument [Line Items]
Maximum total net leverage ratio	3.0
New Credit Agreement \| Minimum
Debt Instrument [Line Items]
Line of credit facility, commitment fee percentage	0.15%
New Credit Agreement \| Maximum
Debt Instrument [Line Items]
Line of credit facility, commitment fee percentage	0.225%
New Credit Agreement \| Base Rate \| Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.625%
New Credit Agreement \| Base Rate \| Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.375%
New Credit Agreement \| Adjusted SOFR \| Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.625%
New Credit Agreement \| Adjusted SOFR \| Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.375%
New Credit Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 150,000
Unused commitment balance		$ 150,000
New Credit Agreement \| Medium-Term Note
Debt Instrument [Line Items]
Principal amount	$ 150,000
Debt issuance costs, net		900
New Credit Agreement \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt issuance costs, net		$ 200

Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Treasury Stock
Beginning balance (in shares) at Dec. 31, 2021		128,198,185
Beginning balance at Dec. 31, 2021	$ 158,982	$ 1,282	$ 496,983	$ (282,439)	$ (56,844)
Treasury stock, beginning balance (in shares) at Dec. 31, 2021					(1,985,309)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation	$ 5,449		5,449
Shares repurchased (in shares)	(2,643,306)				(2,643,306)
Shares repurchased	$ (18,018)				$ (18,018)
Restricted stock units issued, net of shares withheld for taxes	(209)		(2,807)		$ 2,598
Restricted stock units issued, net of shares withheld for taxes (in shares)					76,489
Net income (loss)	66,620			66,620
Ending balance (in shares) at Dec. 31, 2022		128,198,185
Ending balance at Dec. 31, 2022	212,824	$ 1,282	499,625	(215,819)	$ (72,264)
Treasury stock, ending balance (in shares) at Dec. 31, 2022					(4,552,126)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation	$ 9,580		9,580
Shares repurchased (in shares)	(5,233,065)				(5,233,065)
Shares repurchased	$ (37,695)				$ (37,695)
Restricted stock units issued, net of shares withheld for taxes	(1,199)		(7,173)		$ 5,974
Restricted stock units issued, net of shares withheld for taxes (in shares)					406,801
Net income (loss)	$ 22,070			22,070
Ending balance (in shares) at Dec. 31, 2023	128,198,185	128,198,185
Ending balance at Dec. 31, 2023	$ 205,580	$ 1,282	502,032	(193,749)	$ (103,985)
Treasury stock, ending balance (in shares) at Dec. 31, 2023	(9,378,390)				(9,378,390)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation	$ 8,962		8,962
Restricted stock units issued, net of shares withheld for taxes	(1,445)		(8,330)		$ 6,885
Restricted stock units issued, net of shares withheld for taxes (in shares)					530,206
Net income (loss)	$ (135,010)			(135,010)
Ending balance (in shares) at Dec. 31, 2024	128,198,185	128,198,185
Ending balance at Dec. 31, 2024	$ 78,087	$ 1,282	$ 502,664	$ (328,759)	$ (97,100)
Treasury stock, ending balance (in shares) at Dec. 31, 2024	(8,848,184)				(8,848,184)

Net Income (Loss) Per Share

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Net Income (Loss) Per Share

Basic net income (loss) per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed based on the weighted average number of common shares outstanding plus the effect of potentially dilutive common shares outstanding during the

period using the applicable methods. The potentially dilutive common shares during the years ended December 31, 2024, 2023 and 2022 include unexercised stock options, unvested time-based restricted stock units and unvested performance-based restricted stock units whose performance conditions have been satisfied. The potentially dilutive common shares during the same periods did not include performance-based restricted stock units if the performance conditions of these awards have not been satisfied. The potentially dilutive common shares are included in the calculation of diluted net income (loss) per share only when their effect is dilutive.

The following table sets forth the computation of basic and diluted net income (loss) per share attributable to common stockholders for the years ended December 31, 2024, 2023 and 2022:


	Year Ended December 31,
	2024		2023		2022
	(in thousands, except share and per share data)
Basic net income (loss) per share:
Numerator
Net income (loss)	$	(135,010)	$	22,070	$	66,620
Net income (loss) attributable to common stockholders	$	(135,010)	$	22,070	$	66,620
Denominator
Weighted average common shares outstanding	119,179,766		120,826,644		126,108,329
Basic net income (loss) per share attributable to common stockholders	$	(1.13)	$	0.18	$	0.53

Diluted net income (loss) per share:
Numerator
Net income (loss) attributable to common stockholders	$	(135,010)	$	22,070	$	66,620
Denominator
Basic weighted average common shares outstanding	119,179,766		120,826,644		126,108,329
Dilutive effect of time-based and performance-based restricted stock units outstanding	—		648,236		153,285
Diluted weighted average common shares outstanding	119,179,766		121,474,880		126,261,614
Diluted net income (loss) per share attributable to common stockholders	$	(1.13)	$	0.18	$	0.53

The following potentially dilutive outstanding securities for the years ended December 31, 2024, 2023 and 2022 were excluded from the computation of diluted net income (loss) per share because their effect would have been anti-dilutive for the periods presented, or the issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the periods:


	Year Ended December 31,
	2024	2023	2022
Stock options	122,965	140,049	172,461
Time-based restricted stock units	2,798,939	280,702	411,349
Performance-based restricted stock units	697,238	424,675	159,965
Total	3,619,142	845,426	743,775

Summary of Significant Accounting and Reporting Policies - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($) installment stream	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Concentration Risk [Line Items]
Restricted cash	$ 10,760	$ 6,463
Expected payment period for program fees billed to customers	30 days
Number of installments for program fees \| installment	12
Upfront fee, billing period (over)	12 months
Accounts receivable and contract assets receivable, allowance for credit loss (less than)	$ 100	100	$ 100
Depreciation	$ 300	300	300
Finite-lived intangible assets, remaining amortization period (in years)	3 years
Number of revenue streams \| stream	3
Monthly service fee (as a percent)	3.00%
Total revenue	$ 24,024	117,460	179,594
Excess profit share receipts	28,210	0
Advertising costs	$ 800	$ 1,100
Accounts Receivable \| Customer Concentration Risk \| Customer One
Concentration Risk [Line Items]
Concentration risk (as a percent)	10.00%	14.00%
Program fees
Concentration Risk [Line Items]
Loan origination paid through financing arrangements (as a percent)	10.00%
Financing arrangement duration (in months)	12 months
Total revenue	$ 57,040	$ 64,092	80,611
Profit share
Concentration Risk [Line Items]
Total revenue	(43,123)	43,301	90,056
Change in estimates of revenue from performance obligations satisfied in previous periods	(48,500)
Excess profit share receipts	47,600
Change in estimated revenues
Concentration Risk [Line Items]
Total revenue	$ (96,102)	$ (22,812)	$ (5,677)
Minimum
Concentration Risk [Line Items]
Property, plant and equipment, useful life (in years)	3 years
Maximum
Concentration Risk [Line Items]
Property, plant and equipment, useful life (in years)	8 years

Capitalized Software Development Costs (Tables)

12 Months Ended

Dec. 31, 2024

Research and Development [Abstract]

Schedule of Capitalized Software Development Costs

The following table provides a summary of the Company’s capitalized software development costs, as of the dates indicated:


	December 31,
	2024		2023
	(in thousands)
Capitalized software development costs	$	6,630	$	4,881
Accumulated amortization	(1,244)		(1,794)
Total capitalized software development costs, net	$	5,386	$	3,087

Fair Value of Financial Instruments - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis [Line Items]
Total	$ 238,198	$ 211,792
Level 1
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis [Line Items]
Total	238,198	211,792
Level 2
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis [Line Items]
Total	0	0
Level 3
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis [Line Items]
Total	0	0
Money market funds
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis [Line Items]
Cash equivalents	238,198	12,671
Money market funds \| Level 1
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis [Line Items]
Cash equivalents	238,198	12,671
Money market funds \| Level 2
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis [Line Items]
Cash equivalents	0	0
Money market funds \| Level 3
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis [Line Items]
Cash equivalents	$ 0	0
U.S. Treasury securities
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis [Line Items]
Cash equivalents		199,121
U.S. Treasury securities \| Level 1
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis [Line Items]
Cash equivalents		199,121
U.S. Treasury securities \| Level 2
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis [Line Items]
Cash equivalents		0
U.S. Treasury securities \| Level 3
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis [Line Items]
Cash equivalents		$ 0

Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	12 Months Ended
	Oct. 31, 2024	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Nov. 30, 2022	Jun. 11, 2020
Class of Stock [Line Items]
Common stock, par value (in dollars per share)		$ 0.01	$ 0.01			$ 0.01
Common stock, shares authorized (in shares)		550,000,000	550,000,000			550,000,000
Preferred stock, shares authorized (in shares)		10,000,000	10,000,000			10,000,000
Stock repurchase program, authorized amount					$ 75.0
Number of treasury shares repurchased			5,233,065	2,643,306
Share repurchased, average cost per share (in dollars per share)			$ 7.13	$ 6.82
Value of shares repurchased, excluding excise tax			$ 37.3	$ 18.0
Excise tax paid	$ 0.3
Common stock, shares outstanding (in shares)		119,350,001	118,819,795
Treasury Stock
Class of Stock [Line Items]
Number of treasury shares repurchased			5,233,065	2,643,306
Restricted stock units issued, net of shares withheld for taxes (in shares)		530,206	406,801	76,489
Common Stock
Class of Stock [Line Items]
Shares repurchased (in shares)		0

Capitalized Software Development Costs - Summary (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Research and Development [Abstract]
Capitalized software development costs	$ 6,630	$ 4,881
Accumulated amortization	(1,244)	(1,794)
Total capitalized software development costs, net	$ 5,386	$ 3,087

Long-term Debt - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Long-term debt, gross	$ 140,625
Less: Unamortized deferred financing costs	(908)	$ (1,268)
Total debt	139,717	144,045
Less: current portion of debt	(7,500)	(4,688)
Total long-term debt, net of deferred financing costs	132,217	139,357
Medium-Term Note \| Term Loan due 2027
Debt Instrument [Line Items]
Long-term debt, gross	140,625	145,313
Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Long-term debt, gross	$ 0	$ 0

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Effective Income Tax Rate Reconciliation [Line Items]
Valuation allowance	$ 86,050	$ 0
Unrecognized tax benefits, accrued interest and penalties	600	$ 400
Federal Income Tax
Effective Income Tax Rate Reconciliation [Line Items]
Net operating loss carryforwards	26,500
State Income Tax
Effective Income Tax Rate Reconciliation [Line Items]
Net operating loss carryforwards	$ 15,900

Summary of Significant Accounting and Reporting Policies (Tables)

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Summary of Revenues


	Year Ended December 31,
	2024		2023		2022
	(in thousands)
Program fees	$	57,040	$	64,092	$	80,611

Profit share
New certified loan originations	52,979		66,113		95,733
Change in estimated revenues	(96,102)		(22,812)		(5,677)
Total profit share	(43,123)		43,301		90,056

Claims administration and other service fees	10,107		10,067		8,927
Total revenue	$	24,024	$	117,460	$	179,594

Schedules of Insurance Partners Contribution


	Year Ended December 31,
	2024		2023		2022
Insurance partner A	34	%	35	%	35	%
Insurance partner B	12	%	*		11	%
Insurance partner C	*		*		11	%

* Represents less than 10% of total revenue.

Share-Based Compensation - Fair Value of Performance Stock Units Granted (Details) - Performance Shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	5.00%	5.00%
Volatility	62.00%	63.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

Commitment and Contingencies - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Operating lease expense	$ 1,006	$ 953	$ 953
Variable lease payments	322	401	408
Total lease expense	$ 1,328	$ 1,354	$ 1,361

Contract Assets and Excess Profit Share Receipts - Excess Profit Share Receipts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Contract With Customer Asset And Liability [Line Items]
Total revenue	$ 24,024	$ 117,460	$ 179,594
Profit share
Contract With Customer Asset And Liability [Line Items]
Total revenue	(43,123)	43,301	90,056
Excess profit share receipts balance:
Beginning balance	0
Change in estimates of profit share revenue	47,556
Payments received from insurance carriers	0
Ending balance	47,556	0
Change in estimated revenues
Contract With Customer Asset And Liability [Line Items]
Total revenue	$ (96,102)	$ (22,812)	$ (5,677)

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Section 50
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-Subparagraph (a)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 1
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+ Details

Share-Based Compensation - Time-Based Restricted Stock Unit and Performance Stock Unit Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Time-based restricted stock units
Number of Awards
Beginning balance (in shares)	2,820,534
Granted (in shares)	1,796,721
Vested (in shares)	(729,175)
Forfeited (in shares)	(1,089,141)
Ending balance (in shares)	2,798,939	2,820,534
Weighted Average Fair Value at Grant Date
Beginning balance (in dollars per share)	$ 8.77
Granted (in dollars per share)	5.87
Vested (in dollars per share)	10.10
Forfeited (in dollars per share)	7.09
Ending balance (in dollars per share)	$ 7.22	$ 8.77
Performance-based restricted stock units
Number of Awards
Beginning balance (in shares)	441,390
Granted (in shares)	599,081
Vested (in shares)	(24,427)	0	0
Forfeited (in shares)	(318,806)
Ending balance (in shares)	697,238	441,390
Weighted Average Fair Value at Grant Date
Beginning balance (in dollars per share)	$ 17.90
Granted (in dollars per share)	5.48
Vested (in dollars per share)	33.44
Forfeited (in dollars per share)	15.86
Ending balance (in dollars per share)	$ 7.62	$ 17.90

Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Deferred tax assets
Amortizable intangible assets	$ 68,262	$ 73,650
Operating lease liability	996	995
Accrued expenses	1,332	1,418
Excess profit share receipts	11,692	0
Carryforwards	6,839	0
Other	26	0
Total deferred tax assets	89,147	76,063
Valuation allowance	(86,050)	0
Total deferred tax assets, net of valuation allowance	3,097	76,063
Deferred tax liabilities
Contract assets	(1,997)	(4,056)
Operating lease right-of-use asset	(953)	(972)
Property and equipment	(147)	(463)
Other	0	(459)
Total deferred tax liabilities	(3,097)	(5,950)
Deferred tax asset, net	$ 0	$ 70,113

Stockholders' Equity	12 Months Ended
Stockholders' Equity	Dec. 31, 2024
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Stockholders' Equity On June 11, 2020, the Company’s common stock began trading on the Nasdaq Stock Market LLC under the symbol “LPRO.” Pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company was authorized to issue the following shares and classes of capital stock, each with a par value of $0.01 per share: (i) 550,000,000 shares of common stock and (ii) 10,000,000 shares of preferred stock. Share Repurchase Program In November 2022, the Board of Directors authorized a share repurchase program (the “Share Repurchase Program”), allowing the Company to repurchase up to $75.0 million of the Company’s outstanding common stock until March 31, 2024. Pursuant to the Share Repurchase Program, the Company repurchased 5,233,065 and 2,643,306 shares at an average price of $7.13 and $6.82 for a total of $37.3 million and $18.0 million, excluding excise tax, during the years ended December 31, 2023 and 2022, respectively. These shares were recorded to Treasury stock, at cost in the Consolidated Balance Sheets, which includes $0.3 million of excise tax paid in October 2024. Common Stock During the year ended December 31, 2024, the Company repurchased no shares of common stock and issued 530,206 shares of common stock, net of shares withheld for taxes, related to RSUs that vested during 2024. During the year ended December 31, 2023, the Company repurchased 5,233,065 shares of common stock and issued 406,801 shares of common stock, net of shares withheld for taxes, related to RSUs that vested during 2023. As a result of these events, the Company’s outstanding common stock was 119,350,001 shares, net of treasury shares, as of December 31, 2024.

- Definition

The entire disclosure for equity.

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+ Details

Net Income (Loss) Per Share - Summary of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Numerator
Net income (loss)	$ (135,010)	$ 22,070	$ 66,620
Net income (loss) attributable to common stockholders	$ (135,010)	$ 22,070	$ 66,620
Denominator
Weighted average common shares outstanding (in shares)	119,179,766	120,826,644	126,108,329
Basic net income (loss) per share attributable to common stockholders (in dollars per share)	$ (1.13)	$ 0.18	$ 0.53
Numerator
Net income (loss) attributable to common stockholders	$ (135,010)	$ 22,070	$ 66,620
Denominator
Basic weighted average common shares outstanding (in shares)	119,179,766	120,826,644	126,108,329
Dilutive effect of time-based and performance-based restricted stock units outstanding (in shares)	0	648,236	153,285
Diluted weighted average common shares outstanding (in shares)	119,179,766	121,474,880	126,261,614
Diluted net income (loss) per share attributable to common stockholders (in dollars per share)	$ (1.13)	$ 0.18	$ 0.53

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Revenue
Total revenue	$ 24,024	$ 117,460	$ 179,594
Cost of services	23,855	22,282	19,968
Gross profit (loss)	169	95,178	159,626
Operating expenses
General and administrative	43,867	43,043	35,950
Selling and marketing	17,218	17,485	17,856
Research and development	4,462	5,575	8,205
Total operating expenses	65,547	66,103	62,011
Operating income (loss)	(65,378)	29,075	97,615
Interest expense	(11,317)	(10,661)	(5,832)
Interest income	12,090	10,335	1,995
Other income (expense), net	0	109	(238)
Income (loss) before income taxes	(64,605)	28,858	93,540
Income tax expense	70,405	6,788	26,920
Net income (loss)	$ (135,010)	$ 22,070	$ 66,620
Net income (loss) per common share
Basic (in dollars per share)	$ (1.13)	$ 0.18	$ 0.53
Diluted (in dollars per share)	$ (1.13)	$ 0.18	$ 0.53
Weighted average common shares outstanding
Basic (in shares)	119,179,766	120,826,644	126,108,329
Diluted (in shares)	119,179,766	121,474,880	126,261,614
Program fees
Revenue
Total revenue	$ 57,040	$ 64,092	$ 80,611
Profit share
Revenue
Total revenue	(43,123)	43,301	90,056
Claims administration and other service fees
Revenue
Total revenue	$ 10,107	$ 10,067	$ 8,927

Share-Based Compensation - Share-based Compensation Expense by Award Type (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	$ 8,677	$ 9,492	$ 5,449
Income tax benefit related to share-based compensation	743	253	54
Time-based restricted stock units
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	7,771	8,010	5,458
Performance-based restricted stock units
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	461	965	(727)
Stock options
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	$ 445	$ 517	$ 718

Contract Assets and Excess Profit Share Receipts - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Contract With Customer Asset And Liability [Line Items]
Current contract assets, net	$ 9,973	$ 28,704
Contract assets	5,094	610
Total revenue	24,024	117,460	$ 179,594
Reportable Segment
Contract With Customer Asset And Liability [Line Items]
Total revenue	24,024	117,460	179,594
Change in estimated revenues
Contract With Customer Asset And Liability [Line Items]
Total revenue	$ (96,102)	$ (22,812)	$ (5,677)

- Definition

+ References

+ Details

Share-Based Compensation - Stock Options Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Number of Awards
Beginning balance (in shares)	140,049
Expired (in shares)	(13,810)
Forfeitures (in shares)	(3,274)
Ending balance (in shares)	122,965	140,049
Vested and expected to vest (in shares)	122,965
Exercisable (in shares)	122,965
Weighted Average Exercise Price
Beginning balance (in dollars per share)	$ 33.56
Expired (in dollars per share)	33.56
Forfeited (in dollars per share)	33.56
Ending balance (in dollars per share)	33.56	$ 33.56
Vested and expected to vest (in dollars per share)	33.56
Exercisable (in dollars per share)	$ 33.56
Weighted Average Contractual Term (Years)
Outstanding balance	6 years	6 years 9 months 21 days
Vested and expected to vest	6 years
Exercisable ending balance	6 years

Commitment and Contingencies - Schedule of Balance Sheet Classification of Current and Non-current Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Other current liabilities	$ 779	$ 632
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Other current liabilities	Other current liabilities
Operating lease liabilities	$ 3,273	$ 3,450
Total operating lease liability	$ 4,052	$ 4,082

Summary of Significant Accounting and Reporting Policies - Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Total revenue	$ 24,024	$ 117,460	$ 179,594
Program fees
Disaggregation of Revenue [Line Items]
Total revenue	57,040	64,092	80,611
Profit share
Disaggregation of Revenue [Line Items]
Total revenue	(43,123)	43,301	90,056
New certified loan originations
Disaggregation of Revenue [Line Items]
Total revenue	52,979	66,113	95,733
Change in estimated revenues
Disaggregation of Revenue [Line Items]
Total revenue	(96,102)	(22,812)	(5,677)
Claims administration and other service fees
Disaggregation of Revenue [Line Items]
Total revenue	$ 10,107	$ 10,067	$ 8,927

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

+ References

+ Details

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2024
Audit Information [Abstract]
Auditor Firm ID	42
Auditor Name	Ernst & Young LLP
Auditor Location	Austin, Texas

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2024	Dec. 31, 2023
Stockholders’ equity
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	550,000,000	550,000,000
Common stock, shares issued (in shares)	128,198,185	128,198,185
Common stock, shares outstanding (in shares)	119,350,001	118,819,795
Treasury stock (in shares)	8,848,184	9,378,390

Capitalized Software Development Costs - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Research and Development [Abstract]
Amortization expense	$ 1.4	$ 0.8	$ 0.6

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit)

The components of the Company’s income tax expense attributable to operations are as follows:


	Year Ended December 31,
	2024		2023		2022
	(in thousands)
Current tax expense (benefit)
Federal	$	69	$	10,091	$	22,029
State	223		1,682		4,516
Deferred tax expense (benefit)
Federal	57,037		(2,821)		(4,165)
State	13,076		(2,164)		4,540
Income tax expense	$	70,405	$	6,788	$	26,920

Schedule of Effective Income Tax Rate Reconciliation


	Year Ended December 31,
	2024		2023		2022
Income tax expense computed at the statutory rate	21.0	%	21.0	%	21.0	%
State income taxes	4.5		—		7.7
Officer's compensation limitation under 162(m)	(1.3)		2.5		0.7
Stock-based compensation	(0.7)		1.1		0.5
Valuation allowance	(133.2)		—		—
Other, net	0.7		(1.1)		(1.1)
Effective tax rate	(109.0)	%	23.5	%	28.8	%

Schedule of Deferred Tax Assets and Liabilities

The components of the Company’s deferred tax assets and liabilities are as follows:


	December 31,
	2024		2023
	(in thousands)
Deferred tax assets
Amortizable intangible assets	$	68,262	$	73,650
Operating lease liability	996		995
Accrued expenses	1,332		1,418
Excess profit share receipts	11,692		—
Carryforwards	6,839		—
Other	26		—
Total deferred tax assets(1)	89,147		76,063
Valuation allowance	(86,050)		—
Total deferred tax assets, net of valuation allowance	$	3,097	$	76,063
Deferred tax liabilities
Contract assets	(1,997)		(4,056)
Operating lease right-of-use asset	(953)		(972)
Property and equipment	(147)		(463)
Other	—		(459)
Total deferred tax liabilities	(3,097)		(5,950)
Deferred tax asset, net	$	—	$	70,113

Schedule of Unrecognized Tax Benefits

The aggregate changes in the balance of unrecognized tax benefits were as follows:


	Year Ended December 31,
	2024		2023		2022
	(in thousands)
Balance, beginning of year	$	3,968	$	3,935	$	—
Increases for tax positions related to the current year	68		109		77
Increases for tax positions related to prior years	674		397		3,858
Decreases for tax positions related to prior years	—		(473)		—


Balance, end of year	$	4,710	$	3,968	$	3,935

Summary of Income Tax Examinations

The Company files its federal and state income tax returns and some of these returns remain open for examination, with the earliest open years in its key jurisdictions as follows:


U.S. Federal			2016

State of Texas			2016
State of New York			2017
State of Illinois			2021

Capitalized Software Development Costs

12 Months Ended

Dec. 31, 2024

Research and Development [Abstract]

Capitalized Software Development Costs

The following table provides a summary of the Company’s capitalized software development costs, as of the dates indicated:


	December 31,
	2024		2023
	(in thousands)
Capitalized software development costs	$	6,630	$	4,881
Accumulated amortization	(1,244)		(1,794)
Total capitalized software development costs, net	$	5,386	$	3,087

Amortization expense was $1.4 million, $0.8 million and $0.6 million for the years ended December 31, 2024, 2023 and 2022, respectively, and is recognized within the Cost of services, General and administrative and Research and development line items in the Consolidated Statements of Operations.

Contract Assets and Excess Profit Share Receipts

12 Months Ended

Dec. 31, 2024

Revenue from Contract with Customer [Abstract]

Contract Assets and Excess Profit Share Receipts

Contract Assets

The Company recognizes contract assets when it transfers services to a customer, recognizes revenue for amounts not yet billed, and the right to consideration is conditional on something other than the passage of time. Accounts receivable are recorded when the customer has been billed or the right to consideration is unconditional. Changes in the Company’s contract assets primarily result from the timing difference between the satisfaction of its performance obligation and receipt of the customer’s payment.

For performance obligations related to profit share revenue that were satisfied in previous periods, the Company evaluates and updates its profit share revenue forecast on a quarterly basis and adjusts contract assets accordingly. An increase in the profit share revenue forecast associated with performance obligations satisfied in previous periods, or historic vintages, is reported as a positive change in estimate and generates an increase in our contract asset, additional revenues and future expected cash flows. A decrease in the profit share revenue forecast associated with historic vintages is reported as a negative change in estimate and generates a decrease in our contract asset, a reduction in revenues and future expected cash flows. As the expected profit share variable consideration and related contract assets are recorded and updated on a quarterly basis, the amounts disclosed as “Changes in estimates of revenue from performance obligations satisfied in previous periods” in the table below includes adjustments to revenue recorded in the previous quarters of the same fiscal year reported.

Contract assets balances for the periods indicated below were as follows:


	Contract Assets
	Profit Share		Program Fee		TPA Fee		Total
	(in thousands)
Ending balance as of December 31, 2022	$	65,889	$	7,932	$	1,609	$	75,430
Increase of contract assets due to new business generation	66,113		64,245		10,055		140,413
Change in estimates of revenue from performance obligations satisfied in previous periods	(22,812)		—		—		(22,812)
Payables (receivables) transferred from contract assets	—		(67,440)		—		(67,440)
Payments received from insurance carriers	(86,383)		—		(9,942)		(96,325)
Provision for expected credit losses	48		1		(1)		48
Ending balance as of December 31, 2023	22,855		4,738		1,721		29,314
Increase of contract assets due to new business generation	52,979		57,350		10,107		120,436
Change in estimates of revenue from performance obligations satisfied in previous periods(1)	(48,546)		—		—		(48,546)
Payables (receivables) transferred from contract assets	5,144		(58,865)		—		(53,721)
Payments received from insurance carriers	(22,834)		—		(9,624)		(32,458)
Provision for expected credit losses	35		6		1		42
Ending balance as of December 31, 2024	$	9,633	$	3,229	$	2,205	$	15,067

(1) Includes $(5.1) million of estimated, non-recurring charges associated with future claim payments and previous profit share.

As of December 31, 2024 and 2023, the Company’s contract assets estimated to be received within one year consisted of $10.0 million and $28.7 million, respectively, and the portion estimated to be received beyond one year, consisted of $5.1 million and $0.6 million, respectively.

Excess Profit Share Receipts Liability

During the year ended December 31, 2024, the Company recorded a reduction in estimated profit share revenues of $96.1 million for changes in estimates of variable consideration primarily as a result of actual portfolio performance and forecast assumption changes related to increases in loan default frequency, partially offset by lower than anticipated severity of losses. The negative change in estimate related to profit share revenue caused the cash consideration previously received to be in excess of the expected profit share consideration at the loan level. The amount of excess funds and the forecasted losses were recorded as an excess profit share receipts liability and will be impacted by future changes in estimate related to profit share revenue. The excess profit share receipts liability is based on the current forecast of future losses of the active loan portfolio. There is generally no contractual obligation to return the excess funds while an insurance partner is actively participating in our profit share program; however, future expected profit share cash flows may be reduced.

The excess profit share receipts liability balance for the periods indicated below were as follows:


	Profit Share
	(in thousands)
Ending balance as of December 31, 2023	$	—

Change in estimates of profit share revenue	47,556
Payments received from insurance carriers	—

Ending balance as of December 31, 2024	$	47,556

Contract Costs

The fulfillment costs associated with the Company’s contracts with customers generally do not meet the criteria for capitalization and therefore are primarily expensed as incurred.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

+ Details

Commitment and Contingencies - Schedule of Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
2025	$ 1,044
2026	1,101
2027	1,142
2028	1,171
2029	241
Thereafter	13
Total undiscounted liabilities	4,712
Less: Imputed interest	660
Total operating lease liability	$ 4,052	$ 4,082

Retirement Plan	12 Months Ended
Retirement Plan	Dec. 31, 2024
Retirement Benefits [Abstract]
Retirement Plan	Retirement Plan The Company has a 401(k) profit-sharing plan (the “401(k) Plan”) for the benefit of all employees who have attained the age of 21 years old and have completed 60 days of service. Eligible employees may contribute to the 401(k) Plan subject to certain limitations. Under the provisions of the 401(k) Plan, the Company will make a safe harbor non-elective contribution equal to 3% of each participant’s compensation and may make discretionary matching contributions, as well as profit-sharing contributions, as determined by management. The Company made no profit-sharing contributions during the years ended December 31, 2024, 2023 and 2022. The Company made safe harbor non-elective contributions of $1.1 million, $0.9 million and $0.7 million to the 401(k) Plan during the years ended December 31, 2024, 2023 and 2022, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 70
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480794/715-70-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480266/715-60-50-3

+ Details

Segment Reporting

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Segment Reporting

The Company has evaluated how it is organized and managed and has identified one operating segment. During the year ended December 31, 2024, the Company’s chief operating decision maker was the Chief Executive Officer and Interim Chief Financial Officer (the "CODM"). The CODM manages the business as a multi-service provider of lending enablement and risk analytics to automotive lenders, coupled with real-time underwriting of loan default insurance and claim administration services. The CODM reviews financial information including operating results and assets on a consolidated basis, accompanied by disaggregated information about the Company’s revenue. For information about how the Company derives revenue, as well as the Company’s accounting policies, refer to Note 2—Summary of Significant Accounting and Reporting Policies. All of the Company’s operations and assets are in the U.S., and all of its revenues are attributable to U.S. customers.

The CODM uses multiple measures of performance including consolidated net income to assess performance, evaluate cost optimization, and allocate financial, capital and personnel resources. These measures are used in the annual operating plan and forecasting process as well as ongoing decisions driven by the monthly reviews of the plan versus actual results. The measure of segment assets is reported on the Company’s Consolidated Balance Sheets as total consolidated assets.


	Year Ended December 31,
	2024		2023		2022
	(in thousands)
Revenue
Program fees	$	57,040	$	64,092	$	80,611
Profit share	(43,123)		43,301		90,056
Claims administration and other service fees	10,107		10,067		8,927
Total revenue	24,024		117,460		179,594
Cost of services
Employee compensation and benefits	8,371		7,520		4,102
Share-based compensation	624		684		339
Depreciation and amortization	604		77		—
Other cost of services(1)	14,256		14,001		15,527
Gross profit	169		95,178		159,626
Operating expenses
Employee compensation and benefits	33,661		30,719		31,786
Share-based compensation	8,053		8,808		5,110
Professional fees	9,127		8,468		9,824
IT services	4,357		4,149		3,528
Depreciation and amortization	1,070		1,082		915
Other(2)	9,279		12,877		10,848
Total operating expenses	65,547		66,103		62,011
Operating income (loss)	(65,378)		29,075		97,615
Other income (expense)
Interest expense	(11,317)		(10,661)		(5,832)
Interest income	12,090		10,335		1,995
Other income (expense), net	—		109		(238)
Total other expense, net	773		(217)		(4,075)
Income (loss) before income taxes	(64,605)		28,858		93,540
Income tax expense	70,405		6,788		26,920
Net income (loss)	$	(135,010)	$	22,070	$	66,620

(2) Other operating expenses includes marketing expenses, insurance expenses, travel expenses, meals and entertainment expenses, facilities expenses and business development expenses.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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+ Details

Description of Business, Background and Nature of Operations	12 Months Ended
	Dec. 31, 2024
Accounting Policies [Abstract]
Description of Business, Background and Nature of Operations	Description of Business, Background and Nature of Operations 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 (“U.S.”), which enables each lending institution to book near-prime and non-prime automotive loans, coupled with real-time underwriting of loan default insurance, out of their existing business flow. The Company also operates as a third-party administrator that adjudicates insurance claims and premium adjustments on automotive loans. The Company’s flagship product, Lenders ProtectionTM platform (“LPP”), is a cloud-based automotive lending enablement platform. LPP supports loans made to near-prime and non-prime borrowers and is designed to underwrite default insurance by linking automotive lenders to our insurance partners. The platform uses risk-based pricing models that enable automotive lenders to assess the credit risk of a potential borrower using data driven analysis. The Company’s proprietary risk models project loan performance, including expected losses and prepayments, in arriving at the optimal contract interest rate. LPP recommends a risk-based, all-inclusive interest rate for a loan that is customized to each automotive lender, reflecting cost of capital, loan servicing and acquisition costs, expected recovery rates and target return on assets. 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 completed a business combination (the “Business Combination”) pursuant to that certain Business Combination Agreement by and among Nebula, Open Lending, LLC, and the other parties named therein (the “Business Combination Agreement”). Unless the context otherwise requires, “we,” “us,” “our,” “Open Lending,” and the “Company” refers to Open Lending Corporation, the combined company and its subsidiaries following the Business Combination. “Open Lending, LLC” and “Nebula” refer to Open Lending, LLC and Nebula Acquisition Corporation, respectively, prior to the Closing Date.

Commitment and Contingencies - Schedule of Other Information Related to Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Operating cash outflows	$ 927	$ 896	$ 871
ROU assets obtained in exchange for new lease liabilities	$ 594	$ 0	$ 0
Weighted average remaining lease term (in years)	4 years 2 months 23 days	5 years 29 days	6 years 29 days
Weighted average discount rate	8.58%	7.72%	7.72%

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities
Net income (loss)	$ (135,010)	$ 22,070	$ 66,620
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Share-based compensation	8,677	9,492	5,449
Depreciation and amortization	1,674	1,159	915
Amortization of debt issuance costs	427	428	424
Non-cash operating lease cost	705	620	579
Deferred income taxes	70,113	(4,985)	375
Other	127	15	0
Changes in operating assets and liabilities:
Accounts receivable, net	(439)	1,105	804
Contract assets, net	14,247	46,116	37,527
Excess profit share receipts	47,556	0	0
Other current and non-current assets	(429)	(507)	(2,685)
Accounts payable	578	86	(996)
Accrued expenses	(2,473)	1,183	2,405
Income tax receivable, net	4,198	2,699	(8,369)
Operating lease liabilities	(624)	(561)	(495)
Third-party claims administration liability	4,333	2,409	1,005
Other current and non-current liabilities	3,938	1,329	3,873
Net cash provided by operating activities	17,598	82,658	107,431
Cash flows from investing activities
Purchase of property and equipment	(165)	(123)	(238)
Capitalized software development costs	(3,731)	(2,055)	(386)
Net cash used in investing activities	(3,896)	(2,178)	(624)
Cash flows from financing activities
Proceeds from term loans	0	0	150,000
Payments on term loans	(4,688)	(3,750)	(123,594)
Payments on revolving credit facility	0	0	(25,000)
Payment of deferred financing cost	0	0	(976)
Payment of excise tax on shares repurchased	(314)	0	0
Shares repurchased	0	(37,322)	(18,018)
Shares withheld for taxes related to restricted stock units	(1,445)	(1,258)	(209)
Net cash used in financing activities	(6,447)	(42,330)	(17,797)
Net change in cash and cash equivalents and restricted cash	7,255	38,150	89,010
Cash and cash equivalents and restricted cash at the beginning of the period	246,669	208,519	119,509
Cash and cash equivalents and restricted cash at the end of the period	253,924	246,669	208,519
Supplemental disclosure of cash flow information:
Interest paid	12,590	10,313	3,520
Income tax paid (refunded), net	(3,907)	9,075	36,112
Non-cash investing and financing:
Right-of-use assets obtained in exchange for lease obligations	594	0	0
Share-based compensation for capitalized software development	285	88	0
Capitalized software development costs accrued but not paid	15	248	0
Accrued excise tax associated with share repurchases	$ 0	$ 314	$ 0

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Income tax expense computed at the statutory rate	21.00%	21.00%	21.00%
State income taxes	4.50%	0.00%	7.70%
Officer's compensation limitation under 162(m)	(1.30%)	2.50%	0.70%
Stock-based compensation	(0.70%)	1.10%	0.50%
Valuation allowance	(133.20%)	0.00%	0.00%
Other, net	0.70%	(1.10%)	(1.10%)
Effective tax rate	(109.00%)	23.50%	28.80%

Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2024

Fair Value Disclosures [Abstract]

Summary of Carrying Amounts and Estimated Fair Values of the Company's Financial Instruments

The Company’s financial assets measured at fair value on a recurring basis were as follows (in thousands):


	Total		Fair value measurement as of December 31, 2024
			Level 1		Level 2		Level 3
	(in thousands)
Cash equivalents:
Money market funds	$	238,198	$	238,198	$	—	$	—

Total	$	238,198	$	238,198	$	—	$	—


	Total		Fair value measurement as of December 31, 2023
			Level 1		Level 2		Level 3
	(in thousands)
Cash equivalents:
Money market funds	$	12,671	$	12,671	$	—	$	—
U.S. Treasury securities	199,121		199,121		—		—
Total	$	211,792	$	211,792	$	—	$	—

Net Income (Loss) Per Share (Tables)

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Summary of Earnings Per Share

The following table sets forth the computation of basic and diluted net income (loss) per share attributable to common stockholders for the years ended December 31, 2024, 2023 and 2022:


	Year Ended December 31,
	2024		2023		2022
	(in thousands, except share and per share data)
Basic net income (loss) per share:
Numerator
Net income (loss)	$	(135,010)	$	22,070	$	66,620
Net income (loss) attributable to common stockholders	$	(135,010)	$	22,070	$	66,620
Denominator
Weighted average common shares outstanding	119,179,766		120,826,644		126,108,329
Basic net income (loss) per share attributable to common stockholders	$	(1.13)	$	0.18	$	0.53

Diluted net income (loss) per share:
Numerator
Net income (loss) attributable to common stockholders	$	(135,010)	$	22,070	$	66,620
Denominator
Basic weighted average common shares outstanding	119,179,766		120,826,644		126,108,329
Dilutive effect of time-based and performance-based restricted stock units outstanding	—		648,236		153,285
Diluted weighted average common shares outstanding	119,179,766		121,474,880		126,261,614
Diluted net income (loss) per share attributable to common stockholders	$	(1.13)	$	0.18	$	0.53

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	Year Ended December 31,
	2024	2023	2022
Stock options	122,965	140,049	172,461
Time-based restricted stock units	2,798,939	280,702	411,349
Performance-based restricted stock units	697,238	424,675	159,965
Total	3,619,142	845,426	743,775

Commitment and Contingencies

12 Months Ended

Dec. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Operating Leases

The Company has two real estate operating leases. One is associated with its corporate headquarters in Austin, Texas, which commenced on September 1, 2020 and expires on January 31, 2029, and the other is associated with additional office space in Irving, Texas, which commenced on August 19, 2024 and expires on January 31, 2030. Both lease agreements provide a five year lease term extension option, which were not included in the Company’s lease ROU asset and lease liability balances as of December 31, 2024. Both lease agreements contain lease and non-lease components that are accounted for as a single lease component.

For the years ended December 31, 2024, 2023 and 2022, the Company recorded the following lease expenses:


	Year Ended December 31,
	2024		2023		2022
	(in thousands)
Operating lease expense	$	1,006	$	953	$	953
Variable lease payments	322		401		408
Total lease expense	$	1,328	$	1,354	$	1,361

Additional information related to the Company’s operating lease is as follows:


	Year Ended December 31,
	2024			2023			2022
	($ in thousands)
Operating cash outflows	$	927		$	896		$	871
ROU assets obtained in exchange for new lease liabilities	$	594		$	—		$	—

Weighted average remaining lease term (in years)	4.23			5.08			6.08
Weighted average discount rate	8.58		%	7.72		%	7.72		%

The current and non-current lease liabilities are reflected in Other current liabilities and Operating lease liabilities, respectively, on the Company’s Consolidated Balance Sheets, as follows:


	December 31,
	2024		2023
	(in thousands)




Other current liabilities	$	779	$	632
Operating lease liabilities	3,273		3,450
Total operating lease liability	$	4,052	$	4,082

The maturity of the Company’s operating lease liabilities as of December 31, 2024 is as follows:



	(in thousands)
2025	$	1,044
2026	1,101
2027	1,142
2028	1,171
2029	241
Thereafter	13
Total undiscounted liabilities	4,712
Less: Imputed interest	660
Present value of lease liabilities	$	4,052

Purchase Commitments



	(in thousands)
2025	$	2,000
2026	2,000
2027	2,000
Total purchase commitments	$	6,000

Contingencies

As of December 31, 2024, the Company was not involved in any claim, proceeding or litigation which may be deemed to have a material adverse effect that has not been recorded in the Company’s consolidated financial statements.

Commitment and Contingencies - Narrative (Details)	12 Months Ended
Commitment and Contingencies - Narrative (Details)	Dec. 31, 2024 lease
Commitments and Contingencies Disclosure [Abstract]
Optional extension period	5 years
Operating Leased Assets [Line Items]
Number of operating leases	2
Austin, Texas
Operating Leased Assets [Line Items]
Number of operating leases	1

Net Income (Loss) Per Share - Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	3,619,142	845,426	743,775
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	122,965	140,049	172,461
Time-based restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	2,798,939	280,702	411,349
Performance-based restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	697,238	424,675	159,965

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net income (loss)	$ (135,010)	$ 22,070	$ 66,620

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

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-URI https://asc.fasb.org/1943274/2147479105/946-220-45-7

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+ Details

Long-term Debt - Schedule of Maturities of Long-term Debt (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Debt Disclosure [Abstract]
2025	$ 7,500
2026	7,500
2027	125,625
Total	$ 140,625

Summary of Significant Accounting and Reporting Policies

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting and Reporting Policies

Basis of presentation and consolidation

Use of estimates and judgments

Income taxes

The Company recognizes interest and penalties related to income taxes as a component of income tax expense.

Cash and cash equivalents

Restricted cash

Restricted cash relates to deposits held in a financial institution for the processing of automated clearing house transactions and funds held by the Company on behalf of our insurance partners, delegated for the use of insurance claim payments. Restricted cash is deposited in commercial analysis accounts at one financial institution. As a third-party administrator of insurance claims and refund adjudication, the Company collects funds from insurance partners which are intended to be used to settle insurance claims and process funds on behalf of the insurance partners. The balance of these funds held on behalf of insurance partners was $10.8 million and $6.5 million as of December 31, 2024 and 2023 respectively, with an offsetting liability included in Third-party claims administration liability on the Consolidated Balance Sheets.

Accounts receivable

Contract assets

and updates its profit share revenue forecast on a quarterly basis and adjusts its contract assets accordingly. Refer to Note 3 — Contract Assets and Excess Profit Share Receipts for additional information.

Allowance for current expected credit losses (“CECL”)

Property and equipment, net

Capitalized software development costs, net

Operating leases

Fair value measurements

• Level 1 — Quoted prices in active markets for identical assets or liabilities;

• Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Excess profit share receipts liability

Contingencies

Revenue recognition

LPP and is issued by the lending institution. Approximately 10% of loan originations are paid through 12-month financing arrangements.

Revenue


	Year Ended December 31,
	2024		2023		2022
	(in thousands)
Program fees	$	57,040	$	64,092	$	80,611

Profit share
New certified loan originations	52,979		66,113		95,733
Change in estimated revenues	(96,102)		(22,812)		(5,677)
Total profit share	(43,123)		43,301		90,056

Claims administration and other service fees	10,107		10,067		8,927
Total revenue	$	24,024	$	117,460	$	179,594

During the years ended December 31, 2024, 2023 and 2022, the Company recorded reductions in estimated profit share revenue for changes in estimates of variable consideration related to performance obligations satisfied in

previous periods, primarily as a result of forecast assumptions changes due to changes in anticipated loan default rates, prepayment rates and severity of losses.

The reduction of estimated profit share revenue for the year ended December 31, 2024 of $96.1 million was primarily due to heightened delinquencies and corresponding defaults associated with loans originated in 2021 through 2024. For the fourth quarter of 2024, the Company identified a pattern of higher delinquencies among borrowers with fewer positive tradelines and credit builder tradelines, which the Company believes inflated these borrowers’ credit bureau scores and caused them to have a higher default rate and ultimate loss ratio than their score would otherwise suggest. In addition, the Company continues to see deterioration in its 2021 and 2022 vintages due to declines in used car values, which along with continued deterioration across all vintages due to continuing elevated claims and delinquencies for the fourth quarter of 2024, increases the likelihood of default. As a result, during the year ended December 31, 2024, the Company reduced its contract assets by $48.5 million and recorded an excess profit share receipts liability of $47.6 million attributable to the change in its expected profit share revenue. Any future adjustments to its profit share revenue forecasts, positive or negative, will impact future profit share revenue.

Research and development costs

Advertising costs

Advertising costs are typically expensed as incurred and are included in Selling and marketing in the accompanying Consolidated Statements of Operations. These costs were $0.8 million and $1.1 million during the years ended December 31, 2024 and 2023, respectively. During the year ended December 31, 2022, such costs were minimal.

Deferred financing costs

Share-based compensation

The Company issues restricted stock units (“RSUs”) with service (time-based) vesting criteria and performance-based restricted stock units (“PSUs”) with market or performance criteria.

The Company expects to issue shares from treasury stock when stock options are exercised or when RSUs and PSUs vest.

Treasury stock

The Company accounts for treasury stock under the cost method and includes treasury stock as a component of stockholders’ equity.

Net income (loss) per share

Concentrations of revenue and credit risks


	Year Ended December 31,
	2024		2023		2022
Insurance partner A	34	%	35	%	35	%
Insurance partner B	12	%	*		11	%
Insurance partner C	*		*		11	%

* Represents less than 10% of total revenue.

As of December 31, 2024 and 2023, the Company had one customer that represented 10% and 14% of the Company’s accounts receivable, respectively.

Recently issued accounting pronouncements not yet adopted

Recently adopted new accounting standards

Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

In situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company’s own judgments about the assumptions that market participants would

use in pricing the asset or liability. Those judgments are developed by the Company based on the best information available in the circumstances, including expected cash flows and appropriately risk-adjusted discount rates, available observable and unobservable inputs.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets are measured at fair value on a nonrecurring basis. These assets, including property and equipment, capitalized software development costs and operating lease right-of-use assets, are subject to fair value adjustments whenever events or circumstances indicate the carrying value of the assets may not be recoverable and are subsequently written down to fair value when impaired. During the years ended December 31, 2024, 2023 and 2022, the Company had no significant impairment charges related to its property and equipment, capitalized software development costs or operating lease right-of-use assets.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company’s financial assets measured at fair value on a recurring basis were as follows (in thousands):


	Total		Fair value measurement as of December 31, 2024
			Level 1		Level 2		Level 3
	(in thousands)
Cash equivalents:
Money market funds	$	238,198	$	238,198	$	—	$	—

Total	$	238,198	$	238,198	$	—	$	—


	Total		Fair value measurement as of December 31, 2023
			Level 1		Level 2		Level 3
	(in thousands)
Cash equivalents:
Money market funds	$	12,671	$	12,671	$	—	$	—
U.S. Treasury securities	199,121		199,121		—		—
Total	$	211,792	$	211,792	$	—	$	—

The amounts reported in the Consolidated Balance Sheets as current assets or current liabilities, including Cash, Restricted cash, Accounts receivable, net, Current contract assets, net, Other current assets, Accounts payable and Accrued expenses, each approximate their fair value due to the short-term maturities of the instruments.

The carrying amount of the Company’s debt approximates its fair value due to its variable interest rate. The fair value is determined using the Adjusted SOFR, plus an applicable spread, a Level 2 classification in the fair value hierarchy. Refer to Note 5 - Long-term Debt for the carrying amount of the Company’s debt.

The Company’s accounting policy is to recognize transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. There were no transfers in or out of any level for the years ended December 31, 2024 and 2023.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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-Section 55
-Paragraph 107
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+ Details

Commitment and Contingencies - Purchase Commitments (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2025	$ 2,000
2026	2,000
2027	2,000
Purchase Obligation	$ 6,000

Income Taxes - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Current tax expense (benefit)
Federal	$ 69	$ 10,091	$ 22,029
State	223	1,682	4,516
Deferred tax expense (benefit)
Federal	57,037	(2,821)	(4,165)
State	13,076	(2,164)	4,540
Income tax expense	$ 70,405	$ 6,788	$ 26,920

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

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Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Share-based Payment Arrangement, Expensed and Capitalized, Amount

Share-based compensation expense recorded for each type of award and the related income tax benefits were as follows:


	Year Ended December 31,
	2024		2023		2022
	(in thousands)
Time-based restricted stock units	$	7,771	$	8,010	$	5,458
Performance-based restricted stock units	461		965		(727)
Stock options	445		517		718
Total share-based compensation expense	$	8,677	$	9,492	$	5,449
Income tax benefit related to share-based compensation	$	743	$	253	$	54

The following table reflects future compensation expense to be recorded for share-based compensation awards that were outstanding as of December 31, 2024:


	Unrecognized Expense		Weighted Average Amortization Period (Years)
	(in thousands)
Time-based restricted stock units	$	14,786	2.54
Performance-based restricted stock units	1,736		1.81

Total unrecognized stock-based compensation expense	$	16,522	2.46

Share-based Payment Arrangement, Activity

The following table summarizes the RSU activity for the year end December 31, 2024:


	Time-Based Restricted Stock Units
	Number of Awards	Weighted Average Fair Value at Grant Date
Outstanding as of December 31, 2023	2,820,534	$	8.77
Granted	1,796,721	5.87
Vested	(729,175)	10.10

Forfeited	(1,089,141)	7.09
Outstanding as of December 31, 2024	2,798,939	$	7.22

The following table summarizes the PSU activity for the year ended December 31, 2024:


	Performance-Based Restricted Stock Units
	Number of Awards	Weighted Average Fair Value at Grant Date
Outstanding as of December 31, 2023	441,390	$	17.90
Granted	599,081	5.48
Vested	(24,427)	33.44
Forfeited	(318,806)	15.86
Outstanding as of December 31, 2024	697,238	$	7.62

The following table summarizes the stock option activity for the year ended December 31, 2024:


	Stock Options
	Number of Awards	Weighted Average Exercise Price		Weighted Average Contractual Term (Years)
Outstanding as of December 31, 2023	140,049	$	33.56	6.81


Expired	(13,810)	33.56
Forfeited	(3,274)	33.56
Outstanding as of December 31, 2024	122,965	$	33.56	6.00
Vested and expected to vest at December 31, 2024	122,965	$	33.56	6.00
Exercisable at December 31, 2024	122,965	$	33.56	6.00

Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity

The Company used the following assumptions to estimate the fair value of PSUs granted during the periods indicated:


	Year Ended December 31,
	2024		2023
Risk-free interest rate	5	%	5	%
Volatility	62	%	63	%