OPENLANE discloses preferred stock repurchase agreements with two holders

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

Corporate Transactions Attorney

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.

Equity Capital Markets Analyst

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, or exhibit attachments filed with this report.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/09/2025 - 05:22 PM Learn about SEC filing dates

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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

OPENLANE, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

001-34568

20-8744739

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

11299 N. Illinois Street, Suite 500

Carmel, Indiana 46032

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

KAR

New York Stock Exchange

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