OPENLANE Inc. SEC Filings

Ignition Acquisition Holdings LP and related reporting persons disclosed a transaction affecting OPENLANE, Inc. (KAR). On 10/08/2025 the reporting parties show a repurchase of 288,322 shares of Series A Preferred Stock for aggregate consideration of $482,431,500. The filing lists 16,243,485 shares of Common Stock noted as beneficially owned and a remaining reported Series A Preferred position of 288,323 (per table). The filing explains conversion terms for the Series A Preferred Stock (initial conversion price $17.75, initial conversion rate 56.3380 shares per preferred share) and clarifies the ownership chain among the reporting entities. Signatures from Apax/Ignition representatives appear on 10/10/2025.

OPENLANE, Inc. amended its credit facility and funded incremental term loans to support repurchases of Series A convertible preferred stock and to cover related fees. The company entered into a Second Amendment to its Credit Agreement dated October 8, 2025, creating 2025 Incremental Term Loans that are secured by substantially all assets of the company and certain subsidiaries. Proceeds may be used to finance two preferred-stock repurchases: a repurchase of 288,322 shares for $482,431,500 from Apax and a repurchase of 45,706 shares for $76,477,055 from Periphas Kanga Holdings, LP; the repurchased shares have been cancelled. The repurchases and incremental debt establish new secured obligations under the amended Credit Agreement.

Amendment No. 3 to a Schedule 13D reports that a group of related reporting persons led by Ignition/Apax entities holds economic and voting exposure to Series A Preferred Stock of OPENLANE, Inc. The issuer repurchased $482,431,500 of Series A Preferred Stock (288,322 shares) from Ignition Acquisition Holdings LP under a Repurchase Agreement executed on 09/09/2025 and closed on 10/08/2025.

The 288,322 preferred shares are initially convertible into 16,243,541 shares of common stock, representing 13.3% of the outstanding common shares on the stated basis. The filing consolidates beneficial ownership across seven affiliated entities and states no other transactions in the prior 60 days.

OPENLANE, Inc. (KAR) director Mary Ellen Smith received 804 shares of common stock on 09/30/2025, issued in lieu of her quarterly cash retainer for director and committee service. The reported transaction price per share was $28.78, and following the issuance she beneficially owns 37,528 shares of common stock. The Form 4 was filed individually and signed by an attorney-in-fact on 10/01/2025. The filing discloses a non-derivative acquisition of shares as compensation rather than an open-market purchase.

Amendment No. 2 to a Schedule 13D reports that Ignition-related reporting persons collectively beneficially own 576,645 shares of Series A Preferred Stock initially convertible into 32,487,026 shares of OPENLANE, Inc. common stock, representing 23.4% of the expanded share count. The filing discloses a Repurchase Agreement dated September 9, 2025 under which OPENLANE agreed to purchase 288,322 shares of Series A Preferred Stock from Ignition Acquisition Holdings LP for $482,431,500. That repurchase is subject to customary closing conditions and a timing window between September 30, 2025 and October 20, 2025 unless extended. The Schedule also notes conversion mechanics, treatment of dividends and exhibits that include the Repurchase Agreement and officer lists.

OPENLANE, Inc. disclosed two preferred stock repurchase agreements and an accompanying press release as exhibits to its Form 8-K. The two agreements are between OPENLANE and separate holders: Ignition Acquisition Holdings LP and Periphas Kanga Holdings, LP, each described as a Preferred Stock Repurchase Agreement dated September 9, 2025. The filing lists those agreements and a press release as material exhibits and indicates Inline XBRL cover page tagging. The filing text provided centers on exhibit disclosures; the agreements themselves and any financial terms are not included in the content provided.

OPENLANE, Inc. (KAR) Chief Accounting Officer Dwayne Price reported routine equity activity tied to compensation. On 08/09/2025, 441 restricted stock units (RSUs) vested and converted 1-for-1 into common stock. The company withheld 126 shares to satisfy tax withholding at $27.98 per share. The filing reports two reported beneficial ownership totals: 12,382.61 shares following the RSU settlement and 12,256.61 shares after the withholding; these totals include shares acquired under the company’s Employee Stock Purchase Plan. 883 RSUs remain subject to time-based vesting, with the remaining awards scheduled to vest one-third on each of the next two annual vesting dates, assuming continued employment.

On 08/07/2025 James P. Coyle, identified as EVP & President, Marketplace of OPENLANE, Inc. (KAR), reported multiple option exercises and share sales in a Form 4 filing. The filing shows he acquired a total of 194,575 shares by exercising employee stock options at an exercise price of $14.66 per share and includes shares acquired pursuant to the companys Employee Stock Purchase Plan.

Those acquired shares were sold the same day in multiple transactions at reported weighted-average sale prices shown in the filing (approximately $27.93, $29.01, $27.93 and $29.04 with underlying ranges reported between $27.76 and $29.05). Following the transactions the reporting person beneficially owned 36,850.537 shares directly. The filing references employee stock option grants dated November 5, 2021 with vesting conditions tied to price thresholds and/or service-based vesting, and is signed by an attorney-in-fact on 08/08/2025.

Charles S. Coleman, EVP, CLO & Secretary of OPENLANE, Inc. (KAR), reported option exercises and share dispositions dated 08/07/2025. The filing shows option-related acquisitions and market sales tied to those exercises, with specific strike and sale prices disclosed.

The report records exercises at a $13.81 strike producing shares and subsequent sales totaling 59,289 common shares at a weighted average sale price of $27.97 (sales ranged from $27.76 to $28.53). Following these transactions the reporting person holds 53,474.483 shares directly. The filer retains derivative exposure through 39,526 employee stock options (exercise price $13.81; expiration 03/04/2031). Footnotes describe grant date (03/04/2021) and vesting conditions for the options.