OPENLANE Inc. SEC Filings

OPENLANE, Inc. executive Charles S. Coleman, EVP, CLO & Secretary, reported option exercises and share sales in the company’s stock. On 12/02/2025, he exercised employee stock options to buy 29,354 shares of common stock at an exercise price of $18.23 per share, and separately exercised options for another 58,708 shares at the same price.

On the same date, Coleman sold 29,354 shares of common stock at a weighted average price of about $25.997 per share and sold another 58,708 shares at a weighted average price of about $25.996 per share, with individual trades occurring within the price ranges disclosed in the footnotes. After these transactions, he reported beneficial ownership of about 53,474.483 shares of common stock held directly and 58,709 employee stock options outstanding, which are scheduled to vest over time based on continued service and specified stock price hurdles.

A holder of KAR common stock filed a notice of proposed sale under Rule 144. The filing covers the planned sale of 88,062 common shares through Fidelity Brokerage Services LLC on the NYSE, with an aggregate market value of $2,277,283.32. The filing notes that 106,263,187 shares of the same class were outstanding at the time of the notice, providing context for the size of the sale.

The shares to be sold were acquired on 12/02/2025 through an option granted on 06/04/2021, and the consideration for the acquisition was paid in cash. By signing the notice, the seller represents that they are not aware of any undisclosed material adverse information about the issuer’s current or future operations.

OPENLANE, Inc., through its subsidiary Automotive Finance Canada Inc. (AFCI), entered into Amendment No. 3 to its Canadian Receivables Purchase Agreement, increasing the Program Limit from C$375 million to C$500 million with lender groups led by Bank of Montreal and Royal Bank of Canada. This change expands the size of the receivables-backed funding program available to AFCI in Canada, which is structured as an off-balance sheet arrangement. The amendment is described as a material definitive agreement and is also reported as the creation of a direct financial obligation or obligation under an off-balance sheet arrangement.

OPENLANE, Inc. (KAR): Form 4 insider activity EVP & President, Marketplace reported equity transactions on 11/08/2025. 4,287 shares of common stock were acquired via RSU vesting (code M, price $0), and 1,889 shares were withheld (code F) at $25.10 to cover taxes. Following these transactions, the officer beneficially owns 39,408.96 common shares. The filing notes holdings include shares acquired under the Employee Stock Purchase Plan.

RSU details: each unit converts 1-for-1 into common stock. 8,574 RSUs remain, scheduled to vest in equal tranches on 11/08/2026 and 11/08/2027, after one-third vested on 11/08/2025, subject to continued employment.

OPENLANE (KAR) reported stronger Q3 results. Total revenue rose to $498.4M from $459.8M, lifting operating profit to $55.0M from $42.5M. Net income increased to $47.9M from $28.4M, with diluted EPS of $0.25 versus $0.12. The effective tax rate fell to 14.6% from 31.6%, reflecting changes under the One Big Beautiful Bill Act.

Marketplace performance improved with revenue of $389.4M and 372,000 vehicles sold (up from 359,000). GMV reached $7.3B, up from $6.7B. Finance segment revenue was $109.0M, while finance interest expense and provision for credit losses were $28.1M and $9.7M, respectively. Year-to-date operating cash flow was $266.4M.

Balance sheet and capital actions: Cash was $119.3M. The company repaid $210.0M of senior notes in Q2; period-end long-term debt primarily comprised $23.8M of European lines of credit. Under its 2025 program, OPENLANE repurchased 1.46M shares year-to-date at a $24.35 average, with $214.4M remaining authorization. Subsequent to quarter-end, the company closed $550.0M incremental term loans due 2032 to fund $558.9M repurchases of Series A preferred stock.

OPENLANE, Inc. (KAR) reported its third‑quarter 2025 results and posted financial updates for the three and nine months ended September 30, 2025. The company is hosting an earnings conference call and webcast on November 5, 2025 at 8:30 a.m. Eastern Time.

Investors can join by calling 1-833-634-2155 and requesting the OPENLANE call, or via the webcast on the investor relations page at corporate.openlane.com. The company furnished a press release (Exhibit 99.1), supplemental financial information (Exhibit 99.2), and earnings slides (Exhibit 99.3), which are incorporated by reference.

KAR filed a prospectus supplement updating its resale registration to reflect changes in selling stockholders after a distribution from Periphas Kanga Holdings, LP. The selling stockholders may, from time to time, sell shares of Series A Convertible Preferred Stock and the common stock issuable upon conversion, and the company states it will not receive any proceeds from these sales.

Examples include SKM, LLC offering 11,023 shares of Series A Preferred Stock and 621,014 shares of common stock, and Jeffrey Dodge offering 163 shares of Series A Preferred Stock and 9,183 shares of common stock. Shares of common stock outstanding were 106,303,637 as of July 31, 2025. KAR’s common stock trades on the NYSE under “KAR,” while the Series A Preferred Stock is not listed.

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.