OPENLANE CEO reports RSU conversion and tax share withholding

Q: What insider transaction did OPENLANE, Inc. (KAR) report on this Form 4?

The Chief Executive Officer and director of OPENLANE, Inc. reported the conversion of 3,413 restricted stock units into common stock on 12/05/2025, along with the withholding of 3,413 common shares to cover FICA taxes.

Q: How many OPENLANE, Inc. (KAR) shares does the CEO own after the reported transactions?

After the reported transactions, the CEO beneficially owns 471,545.263 shares of OPENLANE, Inc. common stock directly.

Q: How many restricted stock units does the OPENLANE, Inc. (KAR) CEO hold after this Form 4?

Following the transaction, the CEO beneficially owns 163,892 restricted stock units directly, each convertible into one share of OPENLANE, Inc. common stock.

Q: Why were OPENLANE, Inc. (KAR) shares withheld in this insider transaction?

The filing states that shares were withheld to satisfy FICA taxes due in the year the reporting person reaches retirement eligibility, in connection with restricted stock units converting into common stock.

Q: What roles does the reporting person hold at OPENLANE, Inc. (KAR)?

The reporting person is identified as both a director and an officer, serving as the company’s Chief Executive Officer.

OPENLANE, Inc. insider activity: The company’s Chief Executive Officer and director reported the conversion of 3,413 restricted stock units into common stock on 12/05/2025, at an exercise price of $0 per share.

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Rhea-AI Filing Summary

OPENLANE, Inc. insider activity: The company’s Chief Executive Officer and director reported the conversion of 3,413 restricted stock units into common stock on 12/05/2025, at an exercise price of $0 per share. On the same date, 3,413 shares of common stock were withheld at a price of $26.14 per share to cover FICA taxes due in the year the executive reaches retirement eligibility, resulting in 471,545.263 common shares beneficially owned directly after the transactions.

The filing also shows 163,892 restricted stock units beneficially owned directly after the reported transaction. These units convert into common stock on a 1-for-1 basis and remain subject to time-based vesting. According to the schedule, 53,906 units vest on February 21, 2026, 54,217 units vest on February 21, 2027, and the remaining 55,769 units vest on February 21, 2028, assuming continued employment through each applicable vesting date.

Insider Trade Summary

3,413 shares exercised/converted

Exercise 3 txns

Insider Kelly Peter J

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	3,413	$0.00	$0.00
Exercise	Common Stock	3,413	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	3,413	$26.14	$89K

Holdings After Transaction: Restricted Stock Units — 163,892 contracts (Direct); Common Stock — 471,545.263 shares (Direct)

Footnotes (4)

F1. Shares withheld to satisfy FICA taxes due in the year the reporting person reaches retirement eligibility. Each remaining restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.
F2. Shares withheld to satisfy FICA taxes due in the year the reporting person reaches retirement eligibility.
F3. Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.
F4. These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock as follows: 53,906 of these restricted stock units vest on February 21, 2026, 54,217 of these restricted stock units vest on February 21, 2027 and the remaining 55,769 of these restricted stock units vest on February 21, 2028, assuming continued employment through the applicable vesting date.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did OPENLANE, Inc. (KAR) report on this Form 4?

The Chief Executive Officer and director of OPENLANE, Inc. reported the conversion of 3,413 restricted stock units into common stock on 12/05/2025, along with the withholding of 3,413 common shares to cover FICA taxes.

How many OPENLANE, Inc. (KAR) shares does the CEO own after the reported transactions?

After the reported transactions, the CEO beneficially owns 471,545.263 shares of OPENLANE, Inc. common stock directly.

How many restricted stock units does the OPENLANE, Inc. (KAR) CEO hold after this Form 4?

Following the transaction, the CEO beneficially owns 163,892 restricted stock units directly, each convertible into one share of OPENLANE, Inc. common stock.

What is the vesting schedule for the OPENLANE, Inc. (KAR) CEO’s restricted stock units?

The restricted stock units are scheduled to vest and settle in common stock as follows: 53,906 units on February 21, 2026, 54,217 units on February 21, 2027, and 55,769 units on February 21, 2028, assuming continued employment through each vesting date.

Why were OPENLANE, Inc. (KAR) shares withheld in this insider transaction?

The filing states that shares were withheld to satisfy FICA taxes due in the year the reporting person reaches retirement eligibility, in connection with restricted stock units converting into common stock.

What roles does the reporting person hold at OPENLANE, Inc. (KAR)?

The reporting person is identified as both a director and an officer, serving as the company’s Chief Executive Officer.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 12/08/2025 - 04:50 PM

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^*

Kelly Peter J

(Last)

(First)

(Middle)

C/O: OPENLANE, INC.

11299 NORTH ILLINOIS STREET

(Street)

CARMEL

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
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/05/2025		M		3,413	A	$0⁽¹⁾	474,958.263	D
Common Stock	12/05/2025		F⁽²⁾		3,413	D	$26.14	471,545.263	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	12/05/2025		M⁽¹⁾			3,413	⁽⁴⁾	⁽⁴⁾	Common Stock	3,413	$0	163,892	D

Explanation of Responses:

1. Shares withheld to satisfy FICA taxes due in the year the reporting person reaches retirement eligibility. Each remaining restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.

2. Shares withheld to satisfy FICA taxes due in the year the reporting person reaches retirement eligibility.

3. Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.

4. These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock as follows: 53,906 of these restricted stock units vest on February 21, 2026, 54,217 of these restricted stock units vest on February 21, 2027 and the remaining 55,769 of these restricted stock units vest on February 21, 2028, assuming continued employment through the applicable vesting date.

Remarks:

	Charles S. Coleman as Attorney-In-Fact	12/08/2025
	** 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.

Source: View Original Filing on SEC EDGAR