KAR Form 4: Director Mary Ellen Smith Granted 804 Shares as Compensation

Rhea-AI Filing Summary

OPENLANE, Inc. (KAR) director Mary Ellen Smith received 804 shares of common stock on 09/30/2025, issued in lieu of her quarterly cash retainer for director and committee service. The reported transaction price per share was $28.78, and following the issuance she beneficially owns 37,528 shares of common stock. The Form 4 was filed individually and signed by an attorney-in-fact on 10/01/2025. The filing discloses a non-derivative acquisition of shares as compensation rather than an open-market purchase.

Positive

• Director received equity compensation in lieu of cash, which can align director incentives with shareholders
• Clear disclosure of transaction date, price ($28.78) and post-transaction beneficial ownership (37,528 shares)

Negative

• None.

Insights

Securities Compliance Analyst

TL;DR: Routine director compensation converted to equity; disclosure aligns with Section 16 reporting requirements.

The Form 4 reports a non-derivative acquisition of 804 shares by director Mary Ellen Smith, issued in lieu of a cash retainer at $28.78 per share. This is a standard equity compensation substitution and is disclosed as required for insiders. There are no derivative instruments, no disposals, and the filing indicates direct beneficial ownership of 37,528 shares after the issuance. The transaction appears administrative and not market-driven.

Corporate Governance Specialist

TL;DR: Board compensation paid in stock increases insider alignment without signaling a material corporate event.

The disclosure shows the company issued shares to satisfy a director cash retainer, a common governance practice to align director incentives with shareholders. The size of the grant (804 shares) relative to the director's total holding (37,528 shares) suggests a modest incremental change. The Form 4 contains the required details: transaction date, price, amount, and post-transaction ownership, and was timely signed by an attorney-in-fact.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Smith Mary Ellen

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	804	$28.78	$23K

Holdings After Transaction: Common Stock — 37,528 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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

1. Name and Address of Reporting Person^*

Smith Mary Ellen

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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	09/30/2025		A		804(1)	A	$28.78	37,528	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

Explanation of Responses:

1. These shares of common stock were issued to the reporting person in lieu of the reporting person's quarterly cash retainer payment for director and committee service.

Remarks:

	Charles S. Coleman, Attorney-in-Fact	10/01/2025
	** 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 did Mary Ellen Smith report on the Form 4 for OPENLANE (KAR)?

She reported a non-derivative acquisition of 804 shares on 09/30/2025, issued in lieu of a quarterly cash retainer at $28.78 per share.

How many OPENLANE shares does Mary Ellen Smith beneficially own after the transaction?

The Form 4 states she beneficially owns 37,528 shares following the reported transaction.

Was this transaction an open-market purchase or compensation?

The filing explains the shares were issued as compensation (in lieu of cash retainer), not an open-market purchase.

When was the Form 4 signed and filed?

The signature by an attorney-in-fact is dated 10/01/2025; the transaction date reported is 09/30/2025.

Did the Form 4 report any derivative transactions?

No. Table II for derivative securities contains no reported transactions.