OPENLANE discloses preferred stock repurchase agreements with two holders
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
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.
Positive
- Disclosure of executed agreements with two counterparties is provided, increasing transparency
- Press release included as an exhibit to inform investors
Negative
- No financial terms disclosed in the excerpt, so impact on capitalization is unclear
- Agreements' operational effects (timing, share counts, accounting) are not provided
Insights
TL;DR: Company filed exhibit notices for two preferred stock repurchase agreements and a press release.
The filing explicitly lists two Preferred Stock Repurchase Agreements with named counterparties and a press release as exhibits, which signals executed agreements exist. Because the text here contains only exhibit descriptions and not the agreement terms, material economic effects such as purchase price, share counts, or impact on capitalization are not disclosed in this extract. Legal and disclosure teams should ensure the full exhibits are accessible to investors for assessment.
TL;DR: Repurchase agreements are disclosed as material exhibits but no financial details are provided.
The filing confirms the existence of repurchase agreements with two separate holders, which could affect preferred equity structure if the agreements are executed as described. However, this extract contains no figures, timing, or accounting treatment, so the investor impact cannot be quantified from the provided text alone.
8-K Event Classification
3 items: 1.01, 8.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 9, 2025
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices)
(Zip Code)
(800 ) 923-3725
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On September 9, 2025, OPENLANE, Inc. (the “Company”), a Delaware corporation, entered into a Preferred Stock Repurchase Agreement (the “Apax Repurchase Agreement”) with Ignition Acquisition Holdings LP (“Apax”), a Delaware limited partnership and affiliate of funds managed, advised or controlled by Apax Partners US, LLC, pursuant to which the Company agreed to repurchase from Apax 288,322 shares of the Company’s Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), for aggregate consideration of $482,431,500 (the “Apax Repurchase”). Substantially simultaneously with the execution of the Apax Repurchase Agreement, the Company entered into a Preferred Stock Repurchase Agreement (the “Periphas Repurchase Agreement” and together with the Apax Repurchase Agreement, the “Repurchase Agreements”) with Periphas Kanga Holdings, LP, (“Periphas” and together with Apax, the “Stockholders”), a Delaware limited partnership, pursuant to which the Company agreed to repurchase from Periphas 45,706 shares of Series A Preferred Stock for aggregate consideration of $76,477,055 (the “Periphas Repurchase” and together with the Apax Repurchase, the “Repurchases”). The Repurchases are conditioned upon the satisfaction or waiver of certain customary closing conditions and are anticipated to close as soon as practicable after September 30, 2025 and prior to October 20, 2025.
The foregoing does not purport to be a complete description of the terms of the Repurchases and is qualified in its entirety by reference to the full text of the Repurchase Agreements, which are attached to this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2 and are incorporated herein by reference. Readers should review these agreements for a complete understanding of the terms and conditions associated with the transaction.
Item 8.01 Other Events.
On September 9, 2025, the Company issued a press release announcing the execution of the Repurchase Agreements. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
10.1 Preferred Stock Repurchase Agreement, dated September 9, 2025, by and between OPENLANE, Inc. and Ignition Acquisition Holdings LP.
10.2 Preferred Stock Repurchase Agreement, dated September 9, 2025, by and between OPENLANE, Inc. and Periphas Kanga Holdings, LP.
99.1 Press Release, dated September 9, 2025
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Dated: September 9, 2025 | OPENLANE, Inc. | ||||
| /s/ BRADLEY HERRING | |||||
Bradley Herring Executive Vice President and Chief Financial Officer | |||||
FAQ
What did OPENLANE (KAR) disclose in this 8-K?
The company listed two Preferred Stock Repurchase Agreements with Ignition Acquisition Holdings LP and Periphas Kanga Holdings, LP, and a press release as exhibits.
Are the dates for the repurchase agreements available?
Yes; each agreement is described in the filing as dated September 9, 2025.
Does the filing excerpt include the repurchase terms or amounts?
No. The provided content only lists the agreements as exhibits; no purchase prices, share counts, or payment terms are included.
Will this filing change OPENLANE's capital structure?
The excerpt does not provide sufficient information to determine any change to capital structure because financial terms are not disclosed.
Where can I find the full agreement details?
The full agreement terms should be in the referenced exhibits (10.1 and 10.2) attached to the Form 8-K; consult the SEC filing exhibits for complete documents.