[Form 4] OPENLANE, Inc Insider Trading Activity

Rhea-AI Filing Summary

On 08/07/2025 James P. Coyle, identified as EVP & President, Marketplace of OPENLANE, Inc. (KAR), reported multiple option exercises and share sales in a Form 4 filing. The filing shows he acquired a total of 194,575 shares by exercising employee stock options at an exercise price of $14.66 per share and includes shares acquired pursuant to the companys Employee Stock Purchase Plan.

Those acquired shares were sold the same day in multiple transactions at reported weighted-average sale prices shown in the filing (approximately $27.93, $29.01, $27.93 and $29.04 with underlying ranges reported between $27.76 and $29.05). Following the transactions the reporting person beneficially owned 36,850.537 shares directly. The filing references employee stock option grants dated November 5, 2021 with vesting conditions tied to price thresholds and/or service-based vesting, and is signed by an attorney-in-fact on 08/08/2025.

Positive

• Acquisition documented: Reporting person exercised 194,575 employee stock options at an exercise price of $14.66 per share.
• Transparent pricing: Sales reported with weighted-average prices and explicit ranges ($27.76 to $29.05), and post-transaction holdings are disclosed (36,850.537 shares).

Negative

• Large sell-down: Sales on 08/07/2025 reduced direct beneficial ownership to 36,850.537 shares following the transactions.
• Concentrated transactions: A substantial number of shares (194,575) were sold the same day as the option exercises, which may be viewed as a material insider disposition by some investors.

Insights

Financial Analyst

TL;DR: Insider exercised 194,575 options at $14.66 and sold those shares on 08/07/2025, retaining 36,850.537 shares.

The filing documents a sizable option exercise followed by immediate sales at weighted-average prices near $28 to 29 per share. The transactions generated realized proceeds materially above the $14.66 exercise price, and the reporting person remains a holder of 36,850.537 shares. The disclosure is clear about volumes, prices and post-transaction holdings; it does not provide purposes for the sales. For valuation or liquidity analysis, the gross share counts and price ranges reported are the primary takeaways.

Corporate Governance Expert

TL;DR: The Form 4 shows compliant disclosure of option exercises, ESPP shares and subsequent sales, plus vesting conditions from Nov 5, 2021.

The filing includes required footnotes: one footnote confirms inclusion of Employee Stock Purchase Plan shares and other footnotes disclose weighted-average sale price ranges. Option grant dates and vesting contingencies (price-based and service-based) are provided, and the form is signed by an attorney-in-fact. From a governance and disclosure perspective the filing supplies the standard elements investors and regulators expect: transaction dates, amounts, prices and post-transaction ownership.

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).

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^*

Coyle James P

(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 & President, Marketplace

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		140,576	A	$14.66	177,426.537(1)	D
Common Stock	08/07/2025		S		140,576	D	$27.93(2)	36,850.537	D
Common Stock	08/07/2025		M		933	A	$14.66	37,783.537	D
Common Stock	08/07/2025		S		933	D	$29.01(3)	36,850.537	D
Common Stock	08/07/2025		M		52,676	A	$14.66	89,526.537	D
Common Stock	08/07/2025		S		52,676	D	$27.93(4)	36,850.537	D
Common Stock	08/07/2025		M		390	A	$14.66	37,240.537	D
Common Stock	08/07/2025		S		390	D	$29.04(3)	36,850.537	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)	$14.66	08/07/2025		M			140,576	(5)	11/05/2031	Common Stock	140,576	$14.66	142,443	D
Employee Stock Option (right to buy)	$14.66	08/07/2025		M			933	(5)	11/05/2031	Common Stock	933	$14.66	141,510	D
Employee Stock Option (right to buy)	$14.66	08/07/2025		M			52,676	(6)	11/05/2031	Common Stock	52,676	$14.66	18,079	D
Employee Stock Option (right to buy)	$14.66	08/07/2025		M			390	(6)	11/05/2031	Common Stock	390	$14.66	17,689	D

Explanation of Responses:

1. Includes shares acquired pursuant to the Company's Employee Stock Purchase Plan.

2. 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 $28.14 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.

3. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.00 to $29.05 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.

4. 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 $28.19 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.

5. These options were granted on November 5, 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, $19.66, $24.66, $29.66, and $34.66, for twenty consecutive trading days, subject to continued employment through such vesting date.

6. These options were granted on November 5, 2021 and vest and become exercisable in equal installments on each of the first four anniversaries of the grant date, subject to continued employment through such vesting date.

Remarks:

	Charles S. Coleman as Attorney-In-Fact	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 James P. Coyle report for OPENLANE (KAR)?

He reported exercising employee stock options to acquire 194,575 shares at $14.66 per share and selling those shares in multiple transactions on 08/07/2025.

What sale prices were reported on the Form 4 for KAR?

The filing reports weighted-average sale prices of approximately $27.93, $29.01, $27.93 and $29.04, with underlying ranges between $27.76 and $29.05 per the footnotes.

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

Following the reported transactions, the reporting person beneficially owned 36,850.537 shares directly, as shown in the filing.

Were the exercised options subject to vesting conditions?

Yes. The filing references option grants dated November 5, 2021 with vesting conditions: some options vest upon attainment of specified stock-price thresholds plus continued employment, and others vest in equal annual installments subject to continued employment.

Who signed the Form 4 filing for the reporting person?

The Form 4 was signed by Charles S. Coleman as Attorney-In-Fact on 08/08/2025.