OPENLANE Converts Remaining Series A Convertible Preferred Stock

Rhea-AI Summary

OPENLANE (NYSE: OPLN) converted all remaining Series A Convertible Preferred Stock into approximately 17 million common shares. Following this conversion, OPENLANE reports having no preferred stock outstanding and an estimated 123.1 million common shares outstanding.

AI-generated analysis. Not financial advice.

Positive

• All remaining Series A preferred stock converted, simplifying capital structure
• Common shares outstanding now approximately 123.1 million, providing clearer equity base disclosure

Negative

• Conversion created approximately 17 million new common shares, implying shareholder dilution

News Market Reaction – OPLN

-3.87%

1 alert

-3.87% News Effect

On the day this news was published, OPLN declined 3.87%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

New common shares issued: approximately 17 million shares Post-conversion share count: approximately 123.1 million shares Preferred shares converted: 288,323 shares +5 more

8 metrics

New common shares issued approximately 17 million shares Conversion of remaining Series A Convertible Preferred Stock

Post-conversion share count approximately 123.1 million shares Common shares outstanding after conversion

Preferred shares converted 288,323 shares Series A Preferred converted on May 28, 2026 (Schedule 13D/A, Form 4)

Common shares received 16,424,728 shares Common shares issued to Ignition Acquisition Holdings LP on conversion

Conversion price $17.75 per share Series A Preferred to common stock conversion price

Beneficial ownership 13.4% Ignition reporting group stake after conversion

Shares outstanding reference 105,946,106 shares Common shares outstanding as of 04/30/2026 in Schedule 13D/A

Form 144 planned sale 6,500 shares; $234,231.67 Planned sale of common stock per Form 144 on May 14, 2026

Market Reality Check

Price: $36.76 Vol: Volume 1,741,375 vs 20-da...

normal vol

$36.76 Last Close

Volume Volume 1,741,375 vs 20-day avg 1,178,694 (relative volume 1.48x) ahead of the preferred-to-common conversion news. normal

Technical Shares trade above the 200-day MA of 30.66 and sit about 1.57% below the 52-week high of 38.82.

Historical Context

5 past events · Latest: May 05 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
May 05	Q1 2026 earnings	Positive	+10.3%	Strong Q1 growth with raised full-year guidance across key metrics.
Apr 14	Earnings date notice	Neutral	+0.2%	Announcement of timing and access details for Q1 2026 earnings call.
Mar 16	Investor conference	Neutral	+0.4%	Participation in BofA 2026 Global Automotive Summit with webcasted fireside chat.
Feb 18	2025 earnings	Positive	+0.3%	Reported 2025 revenue, EBITDA, cash flow and 2026 guidance with marketplace growth.
Jan 27	Earnings date notice	Neutral	+0.7%	Set schedule and access information for Q4 and full-year 2025 earnings call.

Pattern Detected

Recent earnings and event headlines have generally seen modestly positive price reactions, with stronger upside on fundamental beats.

Recent Company History

Over the last few months, OPENLANE has focused on earnings execution and investor outreach. Q1 2026 results on May 5 showed double-digit growth in revenue, GMV, net income, and Adjusted EBITDA, and the company raised full-year guidance. Prior full-year 2025 results on Feb 18 highlighted strong marketplace volume and a detailed 2026 outlook. Interim announcements have mainly covered earnings dates and a March investor conference. Today’s capital-structure update on converting remaining preferred stock follows this period of consistent operational performance and guidance updates.

Market Pulse Summary

This announcement converts OPENLANE’s remaining Series A Convertible Preferred Stock into approximat...

Analysis

This announcement converts OPENLANE’s remaining Series A Convertible Preferred Stock into approximately 17 million common shares, bringing total common shares outstanding to about 123.1 million. Recent regulatory filings detail the mechanics of this conversion and the elimination of the preferred series from the charter. Investors may focus on the trade-off between a simplified capital structure and a higher share count, alongside previously reported revenue growth and updated earnings guidance.

Key Terms

series a convertible preferred stock, schedule 13d/a, form 4, certificate of designations, +4 more

8 terms

series a convertible preferred stock financial

"conversion of the Company's remaining Series A Convertible Preferred Stock into approximately 17 million"

Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.

schedule 13d/a regulatory

"filed Amendment No. 4 to their Schedule 13D on OPENLANE, Inc. after converting"

A Schedule 13D/A is an amended disclosure filed with regulators by an investor who already reported owning more than 5% of a company’s shares and needs to update their original filing. Think of it as a public status update that tells markets whether the investor’s ownership, plans, or source of funds have changed; such updates matter because they can signal a push for control, major strategic moves, or increased pressure on management, which can affect stock prices.

form 4 regulatory

"reported that entities associated with Ignition Acquisition Holdings LP converted their entire Series A Preferred Stock into Common Stock. On this conversion, Ignition Acquisition Holdings LP"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

certificate of designations regulatory

"at a conversion price of $17.75 per share, under the Certificate of Designations."

A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.

certificate of elimination regulatory

"amended its charter by filing a Certificate of Elimination in Delaware to remove the previously"

An official document issued by a public health or regulatory authority stating that a particular disease, contaminant, or hazard has been removed or is no longer present at detectable levels within a defined area or system. For investors, it signals a reduced regulatory risk and potential reopening of economic activity—like a clearance certificate that lets a business or region return to normal operations, which can affect demand, costs, and market confidence.

form 144 regulatory

"submitted a Form 144 notice to sell 6,500 shares of Common Stock, with an aggregate"

Form 144 is a document that investors must file with the government when they plan to sell a large number of shares of a company's stock. It helps ensure transparency so everyone knows how many shares are being sold and when, which can impact the stock's price.

restricted stock units financial

"EVP & CFO Bradley Herring exercised restricted stock units that vested into 16,190 shares of common"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

employee stock purchase plan financial

"which include shares acquired through the company’s Employee Stock Purchase Plan."

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

AI-generated analysis. Not financial advice.

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CARMEL, Ind., June 2, 2026 /PRNewswire/ -- OPENLANE, Inc. (NYSE: OPLN), a leading operator of digital marketplaces for wholesale used vehicles, announced the conversion of the Company's remaining Series A Convertible Preferred Stock into approximately 17 million shares of common stock. With no preferred stock outstanding, the Company's outstanding common share count is now approximately 123.1 million post conversion. 

OPENLANE Contacts:
Media Inquiries:	Analyst Inquiries:
Laurie Dippold	Bill Wright
(317) 468-3900	(317) 249-4559
laurie.dippold@openlane.com	investor_relations@openlane.com

About OPENLANE
OPENLANE, Inc. (NYSE: OPLN) makes wholesale easy by connecting the leading automotive manufacturers, dealers, rental companies, fleet operators, captive finance and lending institutions as buyers and sellers to create the most advanced digital marketplace for used vehicles. Our innovative products and services deliver a fast, fair and transparent experience that helps customers make smarter decisions and achieve better outcomes. Headquartered in Carmel, Indiana, OPENLANE has employees across the United States, Canada, Europe, Uruguay and the Philippines. For more information and the latest OPENLANE news, visit corporate.openlane.com.

View original content to download multimedia:https://www.prnewswire.com/news-releases/openlane-converts-remaining-series-a-convertible-preferred-stock-302789204.html

SOURCE OPENLANE, Inc.

FAQ

What did OPENLANE (NYSE: OPLN) announce about its Series A preferred stock on June 2, 2026?

OPENLANE announced it converted all remaining Series A Convertible Preferred Stock into common shares. According to OPENLANE, this conversion resulted in approximately 17 million new common shares and eliminated all preferred stock outstanding, simplifying the company’s equity structure for investors.

How many OPENLANE common shares are outstanding after the Series A preferred conversion?

After the conversion, OPENLANE reports approximately 123.1 million common shares outstanding. According to OPENLANE, this figure reflects the addition of about 17 million shares created through the conversion of the company’s remaining Series A Convertible Preferred Stock into common equity.

How many new OPENLANE (OPLN) shares were issued from converting Series A preferred stock?

The conversion created approximately 17 million new OPENLANE common shares. According to OPENLANE, these shares result from converting the company’s remaining Series A Convertible Preferred Stock, increasing the common share count and completing the transition away from preferred equity.

Does OPENLANE still have any preferred stock outstanding after the June 2026 conversion?

OPENLANE states it has no preferred stock outstanding following the conversion. According to OPENLANE, all remaining Series A Convertible Preferred Stock was exchanged into approximately 17 million common shares, leaving only common equity in the company’s capital structure going forward.

What is the potential impact of OPENLANE’s Series A preferred conversion on existing OPLN shareholders?

The conversion increases the number of common shares, which may dilute existing holdings. According to OPENLANE, approximately 17 million additional common shares were issued, bringing total common shares to about 123.1 million and removing preferred stock from the capital structure.

Why is OPENLANE’s elimination of preferred stock relevant for OPLN investors?

Eliminating preferred stock can clarify the company’s equity and priority claims. According to OPENLANE, converting the remaining Series A Convertible Preferred Stock into roughly 17 million common shares leaves only common equity, potentially simplifying analysis of ownership and capital structure for investors.