[8-K] OPENLANE, Inc. Reports Material Event

Rhea-AI Filing Summary

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.

Insights

Credit & Capital Structure Analyst

OPENLANE expands Canadian receivables funding capacity from C$375M to C$500M.

OPENLANE, via Automotive Finance Canada Inc., amended its Canadian Receivables Purchase Agreement to raise the Program Limit from C$375 million to C$500 million. The facility involves lender groups led by Bank of Montreal and Royal Bank of Canada, indicating continued access to institutional funding for its Canadian receivables.

This structure is reported as both a material definitive agreement and an obligation under an off-balance sheet arrangement, meaning funding is tied to receivables rather than traditional on-balance sheet term debt. The higher limit potentially allows more receivables to be financed within this program, which can support transaction volume and working capital needs in Canada.

The filing does not detail pricing, covenants, or utilization levels, so the economic impact depends on how much of the new capacity is actually used and on future disclosures about funding costs and balances under this program.

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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): November 18, 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 November 18, 2025, Automotive Finance Canada Inc. (“AFCI”), a subsidiary of OPENLANE, Inc. (the “Company”), and the Company entered into an Amendment No. 3 (the “Amendment No. 3”) to the Receivables Purchase Agreement dated March 1, 2023, as amended, with Computershare Trust Company of Canada, as trustee of AFCI Funding Trust, BMO Nesbitt Burns, Inc., as financial services agent and as agent for the Bank of Montreal lender group, and Royal Bank of Canada, as agent for the Royal Bank of Canada lender group (the “Canadian Receivables Purchase Agreement”). In connection with Amendment No. 3, the Program Limit under the Canadian Receivables Purchase Agreement was increased from C$375 million to C$500 million.

The above description of the amendments effected by the Amendment No. 3 is not complete and is qualified in its entirety by reference to the full text of the Amendment No. 3, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03, as applicable.

Item 9.01 Financial Statements and Exhibits.

    (d) Exhibits

        

			EXHIBIT NO.						DESCRIPTION OF EXHIBIT
			10.1						Amendment No. 3 to the Receivables Purchase Agreement, dated November 18, 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: November 18, 2025			OPENLANE, Inc.
			/s/ Charles S. Coleman
			Charles S. Coleman Executive Vice President, Chief Legal Officer and Secretary

FAQ

What did OPENLANE, Inc. (KAR) announce in this 8-K?

OPENLANE, Inc. reported that its subsidiary Automotive Finance Canada Inc. entered into Amendment No. 3 to its Canadian Receivables Purchase Agreement, increasing the Program Limit from C$375 million to C$500 million and treating it as a material definitive agreement and an off-balance sheet obligation.

How much did OPENLANE increase its Canadian receivables funding Program Limit?

The Program Limit under the Canadian Receivables Purchase Agreement was increased from C$375 million to C$500 million, expanding the maximum size of the receivables financing program.

Which OPENLANE subsidiary is party to the amended Canadian Receivables Purchase Agreement?

The party to the amended agreement is Automotive Finance Canada Inc. (AFCI), a subsidiary of OPENLANE, Inc., which entered into Amendment No. 3 together with the parent company.

Who are the key counterparties in OPENLANEs Canadian Receivables Purchase Agreement?

The counterparties include Computershare Trust Company of Canada as trustee of AFCI Funding Trust, BMO Nesbitt Burns, Inc. as financial services agent and agent for the Bank of Montreal lender group, and Royal Bank of Canada as agent for the Royal Bank of Canada lender group.

Why is this amendment classified as an off-balance sheet obligation for OPENLANE (KAR)?

The company states that the amendment relates to a Receivables Purchase Agreement and is reported under the item for creation of a direct financial obligation or an obligation under an off-balance sheet arrangement, reflecting that the funding is tied to receivables rather than traditional on-balance sheet debt.

Where can investors find the full terms of Amendment No. 3 for OPENLANE's Canadian facility?

The full text of Amendment No. 3 is filed as Exhibit 10.1 to this report and is incorporated by reference for a complete description of the changes.