KAR Director Adds 946 Shares via Equity Retainer – Form 4 Filing

OPENLANE, Inc. (KAR) – Form 4 insider filing Director Mary Ellen Smith received 946 shares of KAR common stock on 30 Jun 2025 at an assigned value of $24.45 per share.

Rhea-AI Filing Summary

OPENLANE, Inc. (KAR) – Form 4 insider filing

Director Mary Ellen Smith received 946 shares of KAR common stock on 30 Jun 2025 at an assigned value of $24.45 per share. The stock was issued in lieu of the normal quarterly cash retainer for board and committee service, indicating a preference for equity compensation over cash. Following the transaction, Smith’s direct beneficial ownership increased to 36,724 shares. No derivative securities were reported.

The filing represents a routine, low-dollar insider acquisition (<≈ $23 k) rather than an open-market purchase. While the amount is immaterial relative to the company’s market capitalization / average daily volume, it modestly strengthens insider-alignment signals by converting cash compensation into equity.

Positive

• Director elected to receive equity instead of cash, modestly enhancing alignment of interests with shareholders.

Negative

• None.

Insights

Securities Analyst

TL;DR: Small equity retainer boosts director stake but is not market-moving.

This Form 4 shows a routine director compensation election rather than a discretionary purchase. The dollar value (~$23 k) is negligible against KAR’s float, so liquidity and valuation impact are minimal. Still, opting for shares instead of cash marginally aligns director incentives with shareholders, a slight governance positive. I classify the filing as neutral for trading purposes and not impactful on valuation.

Insider Trade Summary

Grant/Award: 946 shares

Grant/Award 1 txn

Insider Smith Mary Ellen

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	946	$24.45	$23K

Holdings After Transaction: Common Stock — 36,724 shares (Direct)

Footnotes (1)

1. F1. 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.

FAQ

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

How many KAR shares did Director Mary Ellen Smith acquire?

She received 946 shares of common stock.

What was the transaction date for the insider acquisition?

The shares were issued on June 30, 2025.

At what price were the KAR shares valued?

The shares were valued at $24.45 per share, reflecting the cash retainer amount.

What is Mary Ellen Smith’s total beneficial ownership after the transaction?

Her direct holdings increased to 36,724 shares.

Was this an open-market purchase?

No. The shares were granted in lieu of cash compensation, not bought on the open market.

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

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Accepted by SEC EDGAR 07/01/2025 - 08:02 PM EDT Learn about SEC filing dates

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^*

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)
06/30/2025

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	06/30/2025		A		946(1)	A	$24.45	36,724	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	07/01/2025
	** 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.