OPENLANE, Inc. (KAR) director granted 777 shares instead of cash retainer

Rhea-AI Filing Summary

OPENLANE, Inc. director compensation activity was reported for KAR in a Form 4. On 12/31/2025, the reporting person received 777 shares of common stock at $29.78 per share. These shares were issued in lieu of the director’s quarterly cash retainer for board and committee service, meaning the director took stock instead of cash. After this grant, the director beneficially owned 38,305 shares of OPENLANE, Inc. common stock held directly.

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

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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^*

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)
12/31/2025

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	12/31/2025		A		777(1)	A	$29.78	38,305	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	01/02/2026
	** 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.
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FAQ

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

The filing reports that a director received 777 shares of OPENLANE, Inc. common stock on 12/31/2025 as part of director compensation.

At what price were the OPENLANE, Inc. (KAR) shares recorded in the director grant?

The 777 shares of OPENLANE, Inc. common stock were recorded at a price of $29.78 per share.

Why did the OPENLANE, Inc. (KAR) director receive 777 shares instead of cash?

According to the explanation, the 777 shares were issued to the director in lieu of the director’s quarterly cash retainer for board and committee service.

How many OPENLANE, Inc. (KAR) shares does the director own after this transaction?

Following the transaction, the director beneficially owned 38,305 shares of OPENLANE, Inc. common stock in direct ownership.

What is the relationship of the reporting person to OPENLANE, Inc. (KAR)?

The reporting person is identified as a Director of OPENLANE, Inc.

Is this OPENLANE, Inc. (KAR) Form 4 filed for one insider or multiple insiders?

The document indicates that the Form 4 is filed by one reporting person, not by a group.

Was any derivative security transaction reported for OPENLANE, Inc. (KAR) in this Form 4 excerpt?

The Table II section for derivative securities is present but does not list any specific derivative transactions in the provided content.