[Form 4] OPENLANE, Inc Insider Trading Activity

Rhea-AI Filing Summary

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.

Insights

Securities Analyst

TL;DR: Routine option exercise followed by market sales; insider still maintains a meaningful direct stake and outstanding options.

The filing documents the exercise of employee stock options with a $13.81 strike and near-immediate disposition of the resulting shares, yielding sales of 59,289 shares at a weighted average of $27.97 (range $27.76–$28.53). After the transactions the reporting person holds 53,474.483 shares directly and continues to hold 39,526 options expiring 03/04/2031. This is a material disclosure for equity liquidity and insider turnover, but it is consistent with option-exercise mechanics and does not by itself indicate company-level operational changes.

Corporate Governance Expert

TL;DR: Transaction pattern is typical of option monetization; vesting and grant terms are disclosed in-footnote.

The form identifies grants dated 03/04/2021 with vesting triggers described in the footnotes (25% increments tied to service and share-price hurdles). The reporting shows an exercise price of $13.81 and post-exercise sales at a weighted average of $27.97. The filing properly discloses the number of securities acquired, disposed of, and the remaining beneficial ownership (53,474.483 shares direct and 39,526 options). From a governance perspective this appears to be an orderly, disclosed monetization of vested compensation rather than an unscheduled, unexplained transfer.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Coleman Charles S.

(Last) (First) (Middle)

C/O: OPENLANE, INC.

11299 NORTH ILLINOIS STREET

(Street)

CARMEL IN 46032

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OPENLANE, Inc. [ KAR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CLO & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/07/2025		M		39,526	A	$13.81	93,000.483	D
Common Stock	08/07/2025		S		39,526	D	$27.97(1)	53,474.483	D
Common Stock	08/07/2025		M		19,763	A	$13.81	73,237.483	D
Common Stock	08/07/2025		S		19,763	D	$27.97(1)	53,474.483	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$13.81	08/07/2025		M			39,526	(2)	03/04/2031	Common Stock	39,526	$13.81	39,526	D
Employee Stock Option (right to buy)	$13.81	08/07/2025		M			19,763	(3)	03/04/2031	Common Stock	19,763	$13.81	0	D

Explanation of Responses:

1. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.76 to $28.53 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. These options were granted on March 4, 2021 and become eligible to vest and become exercisable in equal 25% increments, each upon the later of the occurrence of the first four anniversaries of the grant date, respectively, and the attainment of the closing price of the Company's common stock at or above, for each respective 25% increment, $18.81, $23.81, $28.81, and $33.81, for twenty consecutive trading days, subject to continued employment through such vesting date.

3. These options were granted on March 4, 2021 and vested and became exercisable in equal installments on each of the first four anniversaries of the grant date, and were subject to continued employment through such vesting date.

Remarks:

	Charles S. Coleman	08/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did the OPENLANE (KAR) insider report on 08/07/2025?

The filing shows option-related acquisitions and market sales dated 08/07/2025, including exercises and subsequent disposals of resulting common stock.

How many shares did Charles S. Coleman sell and at what price?

The reporting person sold a total of 59,289 shares at a weighted average price of $27.97 (sales ranged from $27.76 to $28.53).

How many shares does the reporting person own after these transactions?

After the reported transactions the filing shows the reporting person beneficially owns 53,474.483 shares directly.

What option positions remain after the transactions?

The filer retains 39,526 employee stock options with an exercise price of $13.81 and an expiration date of 03/04/2031.

When were the exercised options granted and what are the vesting terms?

Footnotes state the options were granted on 03/04/2021 and vest in four equal 25% increments tied to service and specified share-price hurdles for each tranche.